To secure a loan, Rubin pledges stock that he represents as being marketable and worth approximately $1.7

Question:

To secure a loan, Rubin pledges stock that he represents as being marketable and worth approximately $1.7 million. In fact, the stock is nonmarketable and practically worthless. He is charged with violating the Securities Act of 1933. He claims that because no sale occurred, he is not guilty. Is he correct? Why or why not?