b'had a reason to know the financial information in the Offering Documents was materially false and misleading and that the speaker did not genuinely or reasonably believe it. The court further held that the financial projections in the Offering Documents were not protected forward looking statements, because, based on plaintiffs allegations, they were based on an improper factual predicate and thus did not actually depend on any future events.The court further held that plaintiff adequately pled an actionable omission. It reasoned that Netshoes omission of information in its Offering Documents regarding its B2B revenue and returns policy was sufficiently important to Netshoes statements about revenue to render those statements and accompanying financials misleading. The court was not persuaded by defendants argument that the alleged accounting misstatements were immaterial because Netshoes B2B segment represented only 4.3% of overall revenue, stating that defendants argument misse[d] the point, as Netshoes B2B segment was an unproven business defendants specifically promoted as a growth vehicle during the IPO without acknowledging that the segment was losing money. It held that this was unquestionably material under the circumstances because the revenue figures are the sine qua non of what investors are interested in when they make this type of investment.After allowing the Sections 11 and 12(a)(2) claims to proceed, the court similarly allowed the Section 15 claim to proceed. The court held that allegations that the defendants reviewed, contributed to and signed the Offering Documents, and that they were controlling persons based on their positions within the company, was sufficient at this stage of the pleadings.On July 2, 2020, defendants filed a notice of appeal. The case subsequently settled.'