Sherman

MEMORANDUM *

The plaintiffs are individuals who acquired the common stock of Network Commerce, Inc. (“NCI”) during the class period and whose acquisitions were traceable to registration statements relating to two public offerings or NCI’s merger with another company. The plaintiffs alleged violations of various securities laws, and the district court dismissed all claims. The plaintiffs appeal the dismissal of their claims under §§ 11 and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k(a), 77o. We affirm in part, reverse in part, and remand.

*575 Because § 11 is a strict liability provision, see Herman & MacLean v. Huddleston, 459 U.S. 375, 382 , 103 S.Ct. 683 , 74 L.Ed.2d 548 (1983), a plaintiff need not allege or prove reliance, knowledge, or scienter. See Ernst & Ernst v. Hochfelder, 425 U.S. 185, 200 , 96 S.Ct. 1375 , 47 L.Ed.2d 668 (1976), reh’g denied, 425 U.S. 986 , 96 S.Ct. 2194 , 48 L.Ed.2d 811 (1976). We have held, however, that when a plaintiff bases a § 11 claim entirely on unified course of fraudulent conduct, the claim is “grounded in fraud” or “sounds in fraud.” See Anderson v. Clow (In re Stac Elecs. Sec. Litig.), 89 F.3d 1399, 1404-05 (9th Cir.1996). In that…