Plaintiffs argued that they were misled because Omnicare failed to disclose these illegal activities in a Registration Statement issued in connection with a December 2005 public offering, which attested to Omnicare's claimed "legal compliance." The district court dismissed the case, finding that, among other things, plaintiffs had not sufficiently alleged that Omnicare's top executives knowingly signed the false financial statements at issue. In overturning the district court's dismissal, a three-judge appellate panel of the Sixth Circuit stated that, for purposes of a claim under Section 11, "No matter the framing, once a false statement has been made, a defendant's knowledge is not relevant to a strict liability claim." The panel declined to impose a mens rea state of mind requirement onto Section 11, which by its terms does not include any such requirement.