UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT LUIS PINO, on behalf of himself and No. 21-55564 all others similarly situated, D.C. No. Plaintiff-Appellant, 2:20-cv-08499- JFW-KS v. CARDONE CAPITAL, LLC; OPINION GRANT CARDONE; CARDONE EQUITY FUND V, LLC; CARDONE EQUITY FUND VI, LLC,

Defendants-Appellees.

Appeal from the United States District Court for the Central District of California John F. Walter, District Judge, Presiding

Argued and Submitted March 17, 2022 San Francisco, California

Filed December 21, 2022 2 PINO V. CARDONE CAPITAL, LLC

Before: Morgan Christen and Daniel A. Bress, Circuit Judges, and Barbara M. G. Lynn, * District Judge.

Opinion by Judge Lynn

SUMMARY **

Securities Act of 1933

The panel affirmed in part and reversed in part the district court’s dismissal pursuant to Federal Rule of Civil Procedure 12(b)(6) of Luis Pino’s suit against Grant Cardone, Cardone Capital, LLC, Cordone Equity Fund V, LLC, and Cardone Equity Fund VI, LLC, alleging violations of the Securities Act of 1933 based on material misstatements or omissions in certain real estate investment offering materials. Pino brought claims under § 12(a)(2) of the Securities Act against all Defendants, and a claim pursuant to § 15 of the Securities Act against Cardone and Cardone Capital. At issue was whether Cardone and Cardone Capital count as persons who “offer[] or sell[]” securities under § 12(a) based on their social media communications to prospective investors. The district court concluded that Cardone and Cardone Capital did not qualify as statutory sellers.

* The Honorable Barbara M. G. Lynn, United States District Judge for the Northern District of Texas, sitting by designation. ** This summary constitutes no part of the opinion of the court. It has been prepared by court staff for the convenience of the reader. PINO V. CARDONE CAPITAL, LLC 3

The panel concluded that § 12 contains no requirement that a solicitation be directed or targeted to a particular plaintiff, and accordingly, held that a person can solicit a purchase, within the meaning of the Securities Act, by promoting the sale of a security in mass communication. Because the First Amended Complaint sufficiently alleges that Cardone and Cardone Capital were engaged in solicitation of investments in Funds V and VI, the district court erred in dismissing Pino’s claim against Cardone and Cardone Capital under § 12(a)(2), and also erred in dismissing his § 15 claim for lack of a primary violation of the Securities Act. In a separate memorandum disposition, the panel concluded that some of the Defendants’ challenged statements are actionable under the Securities Act.

COUNSEL Raj Mathur (argued), Susman Godfrey LLP, New York, New York; Marc M. Seltzer, Steven G. Sklaver, and Krysta K. Pachman, Susman Godfrey LLP, Los Angeles, California; for Plaintiff-Appellant. Anne M. Voigts (argued), King & Spalding LLP, Palo Alto, California; David P. Mattern, King & Spalding LLP, Washington, D.C.; Joseph N. Akrotirianakis, King & Spalding LLP, Los Angeles, California; Lisa R. Bugni, King & Spalding LLP, San Francisco, California; for Defendants- Appellees. 4 PINO V. CARDONE CAPITAL, LLC

OPINION LYNN, District Judge:

Plaintiff Luis Pino filed suit against Defendants Grant Cardone, Cardone Capital, LLC, Cardone Equity Fund V, LLC, and Cardone Equity Fund VI, LLC, alleging violations of the Securities Act of 1933 (“Securities Act”) based on material misstatements or omissions in certain real estate investment offering materials. Specifically, Pino brought claims under § 12(a