Sherman

*213 MEMORANDUM *

A class of Network Commerce, Inc. (“NCI”) shareholders (collectively, “Sherman”) appeals the district court’s dismissal of its complaint alleging that NCI violated Section 11 of the 1938 Securities Act. We affirm in part, and reverse and remand in part.

1. In her complaint, Sherman alleges that NCI failed to disclose a $52,912.50 loan to its CEO, DeWayne Walker (“Walker”) in registration statements accompanying NCI’s Initial Public Offering (“IPO”) and Secondary Public Offering (“SPO”). The district court held that a Form 4 filed by NCI in November of 1999 placed Sherman on inquiry notice, thereby starting the one-year statute of limitations and time-barring Sherman’s complaint.

We may affirm the judgment of the district court on any ground supported by the record. See Steckman v. Hart Brewing, Inc., 143 F.3d 1293, 1295 (9th Cir.1998). We hold instead that the loan, in light of all of the information available at the time the registration statements were issued, was not material. To establish materiality, plaintiffs must demonstrate a “substantial likelihood that a reasonable investor would have acted differently if the misrepresentation had not been made or…