Aaron

MEMORANDUM *

Appellants appeal the dismissal of their complaint for failure to state a claim under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b) and 78t(a), and Sections 11, 12 and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k, 771 and 77o. The district court held that the alleged omissions and misrepresentations were immaterial as a matter of law. We have jurisdiction under 28 U.S.C. § 1291 and affirm in part and reverse in part.

A misrepresentation or omission is material if there is “a substantial likelihood that the disclosure of the omitted [or misrepresented] fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.” TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449 , 96 S.Ct. 2126 , 48 L.Ed.2d 757 (1976). Because materiality is a mixed question of law and fact, the materiality, of an omitted or misrepresented fact may be resolved as a matter of law only if the alleged omission or misrepresentation is “so obviously important [or unimportant] to an investor, that reasonable minds cannot differ on the question of materiality.” Id. at 450 (quoting Johns…