The Securities and Exchange Act of 1934   will apply because the question refers to the investors and this is a public   company. Therefore, this is not the original issuance of stock. The   Securities Act of 1933 only applies to the original issuance. Scienter must   be proved. Under the 1934 Act, a plaintiff must prove the following:

• a plaintiff bought or sold the securities

• The plaintiff   suffered a loss

• There was a   material misrepresentation or material omission of fact

• Scienter

• Reliance

• Interstate   commerce