Mark Cuban (defendant) was the largest shareholder of Mamma.com. The company decided to raise capital through a planned private investment in public equity (PIPE). The CEO of Mamma.com informed Cuban of the PIPE offering, after Cuban agreed to keep any information provided confidential. Cuban sold all of his Mamma.com shares without telling Mamma.com that he intended to do so before the PIPE was publicly announced. Mamma.com then publicly announced the PIPE offering, and the company’s stock declined. Cuban avoided more than $750,000 in losses by selling his shares before the PIPE was publicly announced. The SEC (plaintiff) brought suit against Cuban under the misappropriation theory of insider trading, claiming that Cuban violated § 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated under the Exchange Act. Cuban now moves to dismiss the complaint, arguing that the SEC has failed to demonstrate that his conduct was deceptive, as required under § 10(b).