Full opinion text
RULING ON MOTION TO DISMISS MICHAEL P. SHEA, District Judge. The Plaintiffs bring this class action on behalf of all persons who purchased common stock of Blyth, Inc. (“Blyth”), between January 13, 2012 and November 6, 2012, alleging violations of the Securities Exchange Act of 1934 (the “Exchange Act”). The Plaintiffs bring their claims under Sections 10(b) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78j(b) and 78t(a), respectively, and Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated by the Securities and Exchange Commission (“SEC”) pursuant to Section 10(b). The Defendants — Blyth, Robert Goergen (“Goer-gen”), Robert Barghaus (“Barghaus”), Vi-Salus Holdings, LLC and ViSalus, Inc. (collectively “ViSalus”), and Nick Sarnicola (“Sarnicola”) — have moved to dismiss all of the claims in the Plaintiffs’ Second Amended Complaint (the “Complaint”). On August 4, 2008, Blyth entered into an agreement to purchase ViSalus through a series of four investments to be made over a period of approximately four years. Plaintiffs’ core claim is that Goergen and Sarnicola engaged in a deceptive scheme, or made misleading statements that omitted material information about ViSalus, for the purpose of artificially inflating ViSa-lus’s price at the fourth and final step of the purchase, and that this conduct harmed purchasers of Blyth stock. The Complaint alleges that, because they owned substantial interests in ViSalus, Goergen and Sarnicola stood to benefit handsomely from selling their ViSalus shares at an artificially inflated price. Plaintiffs’ omissions claim is that Defendants made a series of positive statements to the marketplace about ViSalus’s business, which was a key driver of Blyth’s business, and that those statements misled Blyth investors because they omitted material information about ViSalus that would have disclosed that its dramatic growth during 2011 and the first half of 2012 was “illusory” and would be “short-lived.” In particular, the Complaint alleges that Defendants knew, but failed to disclose, that ViSalus’s growth was driven by the recruitment of “transient” salespersons (referred to as “promoters”) rather than- sales to genuine consumers, and that the “extraordinarily high” turnover rate among promoters rendered ViSalus’s growth and business model unsustainable. Plaintiffs argue that Blyth’s stock traded at an artificially high price as a result, and that when the true nature of ViSalus’s growth was revealed to the market, the price of Blyth stock declined precipitously. Plaintiffs’ omissions theory cannot withstand dismissal, however, both because it fails to plead facts showing that Defendants made a misleading statement and because it fails to plead the element of loss causation. The failure to plead a misleading statement can be broken into three independent problems: (1) most of the statements upon which Plaintiffs’ omissions theory is based are not actionable, (2) Defendants had no duty to disclose the omitted information in light of what had been disclosed to the market, and (3) the Complaint fails to plead the omitted information with sufficient particularity. The Complaint fails to plead loss causation because it is devoid of factual allegations showing that the drop in Blyth’s stock price was caused by either a corrective disclosure or the materialization of a concealed (as opposed to a disclosed) risk. Plaintiffs’ separate claim for a deceptive scheme under Rule 10b-5(a) and (c) must also be dismissed because it fails to plead inherently deceptive conduct and, like the omissions claim, fails to plead a plausible theory of loss causation. The deceptive scheme claim is premised upon the allegation that Sarnicola, a co-founder of ViSa-lus, recruited teams of promoters from other companies knowing that they would be at ViSalus only for a short term. The problem is that the act .of recruiting salespersons from other companies is not inherently deceptive, and thus cannot form the basis of a deceptive scheme claim. Further, the Complaint fails to plead the key allegation — that Sarnicola knew the recruited teams of promoters would be at ViSalus for a short term — with the requisite particularity, and the deceptive scheme claim also suffers from the same problem with respect to loss causation as the omissions claim. Plaintiffs’ other claims are derivative of the omissions and deceptive scheme claims and thus must be dismissed as well. Defendants’ motion to dismiss is therefore GRANTED. I. BACKGROUND The following allegations are taken from the Complaint. A. Blyth, ViSalus, and the MultiLevel Marketing Model Blyth, which describes itself as “a direct to consumer business focused on the direct selling and direct marketing channels,” markets and sells a number of products, including weight management- products and decorative and functional household items. (Pis.’ Second Amended Complaint (“Compl.”) [Doc. # 71] at ¶ 2.) Goergen served as Blyth’s Chief Executive Officer and Chairman of the Board during the class period. (Id. ¶ 16.) Goergen owns 35% of Blyth’s shares and is Blyth’s largest single shareholder. (Id.) Barghaus is, and was throughout the class period, Blyth’s Vice President and Chief Financial Officer. (Id. ¶ 17.) ViSalus, which was founded in 2005 and most of which was acquired by Blyth in a series of transactions alleged in the Complaint, describes itself as “one of the fastest growing direet-to-consumer, personal health product companies in North America.” (Id. ¶ 38.) ViSalus sells weight-management products, nutritional supplements, and energy drinks. (Id.) Sarnicola is a co-founder of ViSalus and its “Global Ambassador.” (Id. ¶ 22.) ViSalus operates its business through what is commonly known as “multi-level marketing,” a “business strategy whereby a company induces independent, non-salaried persons (‘promoters’) to both sell — and recruit other persons to sell — the company’s products by offering the promoters commissions on their own sales as well as the sales made by -persons they have recruited and by persons their recruits have also recruited.” (Id. ¶ 40.) The sales force recruited by a particular promoter, or by that promoter’s recruits, is referred to as that promoter’s “downline.” (Id.) The Complaint alleges that, because of the nature of its multi-level marketing model, ViSalus “might be considered a pyramid scheme.” (Id. ¶ 64.) The Bureau of Consumer Protection of the Federal Trade Commission (“FTC”) has stated that “[n]ot all multilevel marketing plans are legitimate,” and that “[s]ome are pyramid schemes.” (Id. ¶ 65.) A multilevel marketing company is illegitimate, according to the FTC, “[i]f the money you make is based' on the number of people you recruit and your sales to them.” (Id. ¶ 41.) As the Complaint explains, “[i]f a company’s growth is based on recruitment, rather than sales to genuine consumers, most promoters will assuredly fail because such a model is intrinsically designed to fail as there are literally not enough people to make these companies profitable to most of those involved.” (Id.) For example, “if a promoter’s success depended on recruiting three persons and for all persons under her to, in turn, promote three persons, the enterprise will be futile because after 21 levels there would not be enough people in the world to sustain further growth — i.e., a twenty-second level would require an additional 10.4 billion promoters.” (Id.) The Complaint also alleges that, because illegitimate multi-level marketing companies are only profitable to the few people at the top, and because persons “at the bottom of the pyramid will necessarily quit, illegitimate companies churn through many new recruits to drive their revenue growth.” (Id. ¶ 42.) • The Complaint further alleges that, “[bjecause the few successful promoters in ViSalus make their money by recruiting rather than selling product to authentic customers, ViSalus might be considered a pyramid scheme.” (Id. ¶ 64.) B. Goergen’s Ownership Interest in ViSalus and Blyth’s Agreement to Purchase ViSalus Several years before the class period, on November 25, 2005, Goergen, through his investment vehicle “RAM I” — in which Goergen and his two sons “own, directly and indirectly, substantially all of the interest” (id. ¶ 16) — made an initial investment in ViSalus of $1.5 million in exchange for 1.5 million shares. (Id. ¶ 44.) Over the next three years, Goergen and his two sons — through RAM I and a similar investment vehicle, RAM II — continued to purchase interests in ViSalus. . By August 2008, they owned approximately 27.6% of ViSalus. (Id. ¶ 47.) On August 4, 2008, Blyth entered into an agreement to purchase ViSalus through a series of four investments. (Id. ¶ 48.) Under the purchase agreement, Blyth agreed that the four closings for these investments would occur in 2008, 2010, 2011, and 2012. (Id.) The agreement provided that Blyth would initially purchase, from certain sellers, including the RAM Funds, a 40% ownership stake in ViSalus in exchange for approximately $13 million. (Id. ¶ 49.) Under the agreement, Blyth would continue to purchase the outstanding membership interests from the sellers — purchasing 15%, 15%, and 30%, respectively, at the three remaining closings. (Id.) The price at each phase would be determined by ViSalus’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) from the prior year. (Id. ¶4.) Specifically, at the second closing, which was scheduled to take place in 2010, Blyth would acquire 15% of the outstanding membership interests for an amount equal' to 1.2 times the prior year’s EBIT-DA. (Id. ¶ 49.) ■ At the third closing, which was scheduled to take place in 2011, Blyth would acquire 15% of the outstanding membership interests for an amount equal to 1.2 times the prior year’s EBIT-DA. (Id.) At the fourth closing, which was scheduled to take' place in 2012, Blyth would acquire 30% of the outstanding membership interests for an amount equal to 2.4 times the prior year’s EBITDA. (M) Blyth completed the first phase of the ViSalus purchase in October 2008, acquiring a 43.6% equity interest in ViSalus for $13 million, (id. ¶ 50), and subsequently completed the second phase of the acquisition on April 15, 2011, increasing its ownership to 57.5% in exchange for $2.5 million. (Id. ¶52.) Blyth completed the third phase of the purchase on January 12, 2012, increasing its ownership in ViSalus to 72.7% in exchange for approximately $43.3 million. (Id. ¶ 53.) C. ViSalus’s Rapid Growth The class period begins the day after the third closing, January 13, 2012, when ViSa-lus issued a press release announcing sales of $231 million in 2011, a seven-fold increase over its 2010 sales of $34 million. (Id. ¶ 79.) Commenting on ViSalus’s market model, Goergen stated that ‘ViSalus’ market model and technology savvy is truly transforming the health and direct selling industries.” (Id.) The price of Blyth’s shares increased to $31.90 that day, a 12% increase, on “extremely heavy volume.” (Id.) On March 14, 2012, Blyth issued a press release announcing earnings guidance 39% above the prior year “due to growth at ViSalus,” and Goergen commented on the announcement by stating that “[w]e are planning for continued strong growth at ViSalus due to the strength of the products and programs that drove the momentum experienced in 2011 and their extensions in 2012.” (Id.) That same day, Blyth filed its Form 10-K for 2011. The 10-K described increases in sales and stated that “[t]his increase is attributed to ViSalus’s net sales increase of $192.6 million, to $225.4 million from $32.8 million last year. This growth is a result of an increase in promoters to over 59,000 this year from over 8,000 last year, as well as increased demand for its products.” (Id. ¶ 84 (later stating that sales growth at ViSalus “is a result of a 371% increase in promoters on a year-over-year basis.”).) ViSalus’s sales, and its number of promoters, continued to rise during the first half of 2012. On May 4, 2012, Blyth issued a press release announcing its financial results for the first quarter of 2012. (Id. ¶ 92.) The press release stated that Blyth had experienced a 56% increase in sales over the 2011’s first quarter “primarily due to significant year-over-year sales growth at ViSalus.” (Id.) Blyth also filed its Form 10-Q for the first quarter on that day, stating that ‘ViSalus’s net sales increased $116.7 million, or 585% to $136.7 million from $20.0 million last year. This growth is a result of an increase in promoters to over 92,000 this year from over 16,000 last year, as well as increased demand for its products.” (Id. ¶ 94.) The same day, Blyth announced a 10% increase to its 2012 earnings guidance “principally due to growth at ViSalus.” (Id. ¶ 95.) On August 3, 2012, Blyth issued substantially similar disclosures about the second quarter of 2012, announcing increased sales, profit, and 2012 earnings guidance “due to the growth in ViSalus.” (Id. ¶ 102.) D. The Alleged Source of ViSalus’s Growth and Flaws in its Business The foundation of Plaintiffs’ claim is the allegation that ViSalus’s explosive growth during 2011 and the first half of 2012 was “illusory,” and, as a result, unsustainable and inevitably temporary. (See, e.g., id. ¶¶ 8, 69, 71, 142; see also Pis.’ Opp’n [Doc. # 58] at 2.) In support of this allegation, the Complaint alleges ViSalus’s dramatic growth was “driven by recruitment — not by the demand for its products by customers who actually used or consumed the products themselves.” (Compl. ¶ 67.) According to the Complaint, “most [ViSalus] sales are not to bona fide purchasers,” and instead “the majority of sales are to' persons who intend to profit by promoting the product, recruiting promoters, and/or referring customers.” (Id. ¶ 65.) In addition, the Complaint alleges that, “rather than marketing the products, ViSalus recruited and poached already organized down-lines from other companies, bringing in high-ranking promoters, each with thousands of promoters ’ under them.” (Id. ¶ 68.) Sarnicola, for example, “recruited individuals with established down-lines at other multi-level marketing companies”— including MonaVie, Excell, Prospex, and Send Out Cards — -“to come to ViSalus to be promoters below him in his down-line.” (Id.) In fact, Sarnicola’s “down-line” was responsible for 75% of ViSalus’s sales in 2011 and the first six months of 2012. (Id. ¶ 67.) Most of Sarnicola’s senior “Team Members” already had established long-term down-lines by the time they arrived at ViSalus, and Sarnicola “even arranged payments to top promoters at other multilevel marketing companies in order to attract them to ViSalus.” (Id.) Based on these allegations, the Complaint characterizes the promoters recruited by Sarnicola as “transient.” (See id. ¶¶ 6, 8, 81, 88, 91, 96, 106, 112, 117, 134.) According to the Complaint, “[i]f these free-agent down-lines simply move to the highest-bidding multi-level marketing company, there is nothing stopping them from picking up and moving to the next ‘hot’ company at any time.” (Id. ¶ 69.) In addition, the Complaint alleges that, on top of the heavy reliance on promoters to drive growth, ViSalus was “churning” through promoters at an “extraordinarily high” fate. (Id. ¶ 71.) The Complaint defines “churn rate” as the rate at which promoters “drop out, quit, or fail when they realize that success at the enterprise is highly improbable.” (Id.) According to the Complaint, “a substantial majority of ViSalus’s promoters quit the program when they realize they are unable to profit,” (id. ¶ 63), and “ViSalus’s chum rate is extremely high relative to other multi-level marketing companies.” (Id. ¶ 71.) Using certain figures from the Form S-l/A filed by ViSalus in August of 2012, at least one analysis calculated that ViSalus’s churn rates for 2011 and 2012 were approximately 197% and 194%, respectively. (Id.) By comparison, the churn rate at the multilevel marketing company Herbalife is approximately 51% and “itself is considered high.” (Id.) The Complaint further alleges that ViSalus’s high churn rate “makes Vi-Salus’s business model and near-term growth unsustainable.” (Id.) E. The Announcement and Cancellation of the ViSalus IPO As ViSalus experienced “explosive growth” during the first half of 2012, the expected cost to complete the fourth phase of the ViSalus acquisition increased dramatically. (Id. ¶ 61.) In its Form 10-K disclosed on March 14, 2012, Blyth represented that, if ViSalus met its projected EBITDA for 2012, “the total expected redemption cost of the fourth and final phase [would] be approximately $214 million to be paid in 2013,” yet Blyth only had approximately $200 million in cash and cash equivalents as of December 31, 2011. (Id. ¶ 55.) The Form 10-K did not state how Blyth planned to fund the .final payment, representing only that “[t]he payment, if any, may be funded in part using existing cash balances from both domestic and international sources, expected future cash flows from operations and the issuance of common stock and may require the Company to obtain additional sources of external financing.” (Id.) Blyth made similar representations in its filings later in 2012, estimating the redemption cost of the fourth and final phase to be $225 million in its May 4, 2Q12 Form 10-Q and $271 million in its August 3, 2012 10-Q. (Id. ¶ 56, 57.) The Complaint alleges that the final closing price of $271 million “implies a valuation of ViSalus of almost $1 billion, while Blyth itself only had a market capitalization of approximately $624 million at the time.” (Id. ¶ 58.) The Complaint also alleges that, based on the estimated closing price from August 3, 2012, Goergen and his sons “stood to earn approximately $43 million in the final closing alone” from the sale of their ViSalus stock to Blyth. (Id. ¶ 57.) Rather than proceeding with its own purchase of the remainder of ViSalus for $271 million, Blyth announced on August 16, 2012 that ViSalus planned to hold an initial public offering (“IPO”) of its Class A Common stock. (Id. ¶ 108.) A portion of the shares to be offered in the IPO would be issued and sold by ViSalus, and a portion would be sold by certain stockholders of ViSalus. (Id.) The press release stated that, following the IPO, Blyth would continue to own over 50% of ViSalus’s common stock. (Id.) On the news of the planned ViSalus IPO, Blyth’s shares increased 17% from their close of $37.09 per share on the evening of August 15, 2012, to a close of $43.36 per share on August 16, 2012. (Id. ¶ 113.) On September 21, 2012, however, Moody’s Investors Service (“Moody’s”) downgraded Blyth’s outlook from “stable” to “negative,” citing a weaker core business, liquidity concerns, and Blyth’s obligation to purchase the remaining 27% of ViSalus it did not yet own. (Id. ¶ 114.) In particular, Moody’s stated, “[a]t this time, it is unclear how Blyth will fund these upcoming obligations, as cash on hand is not sufficient.” (Id.) That same day, the price of Blyth stock “declined precipitously,” falling more than 10% to close at $34.95. (Id.) Five days later, on September 26, 2012, Blyth announced in a press release that it was cancelling the ViSalus IPO. (Id. ¶ 115.) The press release represented that “ViSa-lus has achieved Net Sales growth in excess of 450% in the first half of 2012; however, management believes that current conditions are not conducive to recognizing this level of achievement.” (Id.) Goergen echoed that representation on a conference call the same day, stating that the cancellation of the ViSalus IPO was the result of the “IPO marketplace” being unwilling to “recognize the strength of [the ViSalus] story.” (Id. ¶ 116.) “Blyth’s shares were pummeled on this news, precipitously declining nearly $7 per share, or 21%, on unusually high trading volume.” (Id. ¶ 118.) F. Subsequent Disclosures and Falls in Blyth Share Price On November 2, 2012, Blyth disclosed at its National Success Training event that ViSalus’s third-quarter sales had dipped to $169.90 million from $190 million the previous quarter. {Id. ¶ 119.) Blyth’s stock, which had closed at $23.14 on the evening of November 1, 2012, closed at $19.96 on November 2, 2012, a 14% drop. {Id.) On November 6, 2012, Blyth issued a press release reducing its fiscal year 2012 guidance by approximately $0.20 per share. {Id. ¶ 120.) The following day, Blyth filed its Form 10-Q for the third quarter of 2012. {Id. ¶ 122.) The 10-Q reported Vi-Salus third-quarter sales of $169.90 and a corps of 110,000 promoters as of September 30, 2012, as compared to 114,000 promoters the previous quarter. {Id.) For the first time, -the number of promoters had fallen from the previous quarter. {Id. ¶ 123.) Blyth’s stock price “was again hit hard” on this news', closing at $17.54 that day and “erasing more than $462 million in market capitalization from [Blyth’s] Class Period high.” {Id. ¶ 124.) G. Plaintiffs’ Claims Count I of the Complaint alleges that Blyth, Goergen, and Barghaus made materially false or misleading statements or failed to disclose material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading in violation of § 10(b) of the Exchange Act and Rule 10b — 5(b), 17 C.F.R. § 240.10b-5. {Id. ¶¶ 149-56.) In particular, Plaintiffs argue that Defendants knew, but failed to disclose, that: (1) the growth rate of ViSa-lus’s sales was being driven by recruitment of “transient” promoters, rather than by sales to authentic customers who actually used or consumed the products themselves, (2) the “churn rate” for promoters/customers was approximately 200%, (3) ViSalus’s sales growth rate was unsustainable because of the “extraordinarily high” churn rate of both customers and promoters, and (4) a substantial percentage of ViSalus’s sales were to short-term, “transient” customers/promoters. {See, e.g., id. ¶ 88.) According to the Complaint, these facts were material and should have been disclosed because they suggested that ViSalus’s growth was “not driven by the product” and would be “short-lived.” {See id. ¶ 69.) Count II is nearly identical to Count I, except that it asserts liability against Goergen and Barghaus under § 20(a) of the Exchange Act as “persons controlling Blyth.” {Id. ¶¶ 158-60.) Count III of the Complaint alleges that ViSalus, Goergen, and Sarnicola engaged in a fraudulent or deceptive scheme to defraud purchasers of Blyth stock in violation of § 10(b) of the Exchange Act and subsections (a) and (c) of Rule 10b-5. {Id. ¶¶ 161-69.) Specifically, Plaintiffs argue that, in order to either (a) maximize the price Blyth would have to pay for ViSalus, or (b) maximize the amount that could be raised in ViSalus’s planned IPO, Sarnicola, Goergen, and ViSalus engaged in a deceptive scheme that “affected the market price of Blyth’s common shares.” (Id. ¶ 145.) According to the Complaint, the scheme consisted of Sarnicola’s recruiting “teams of promoters from other multi-level marketing companies — knowing that these teams of promoters would only be at ViSa-lus for a short term — for the purpose of driving up ViSalus’s EBITDA over the short term, which would maximize the pecuniary gain he and the other owners [of ViSalus] would receive in a fourth closing to Blyth or, alternatively, an IPO to the investing public.” (Id.) Count IV is nearly identical to Count III, except that it asserts liability against Goergen and Sarni-cola under § 20(a) of the Exchange Act as “persons controlling ViSalus.” (Id. ¶¶ 170-73.) II. STANDARD OF REVIEW The function of a motion to dismiss under Rule 12(b)(6) is to determine whether the plaintiff has stated a legally cognizable claim that, if proven, would entitle her to relief. To survive a motion to dismiss, “a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). The plausibility standard “is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Id. at 678, 129 S.Ct. 1937. “Where a complaint pleads facts that are ‘merely consistent with’ a defendant’s liability, it ‘stops short of the line between possibility and plausibility of ‘entitlement to relief ’ ” Id. (quoting Twombly, 550 U.S. at 557, 127 S.Ct. 1955). In other words,- “[t]o survive dismissal, the plaintiff must provide the grounds upon which his claim rests through factual allegations sufficient to raise a right to relief above the speculative level.” Kleinman v. Elan Corp., plc, 706 F.3d 145, 152 (2d Cir.2013) (internal quotation marks and citations omitted). In deciding a motion to dismiss under Rule 12(b)(6), the Court accepts as true all factual allegations in the complaint and draws all reasonable inferences in the plaintiffs favor. Selevan v. N.Y. Thruway Auth., 584 F.3d 82, 95 (2d Cir.2009). “Threadbare recitals of the elements of a cause of action, supported by mere conclu-sory statements,” however, are not entitled to the assumption of truth. Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. A securities fraud complaint must also meet the heightened pleading standards of Federal Rule of Civil Procedure 9(b) and the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Pub.L. No. 104-67, 109 Stat. 737 (1995) (codified as amended-in scattered sections of Title 15 U.S.C.). Rule 9(b) provides that the “circumstances constituting fraud” must be “state[d] with particularity.” Fed.R.Civ.P. 9(b). The PSLRA contains a similar particularity requirement. See 15 U.S.C. § 78u-4(b). Under the PSLRA, in an action in which the plaintiff alleges that the defendant made a materially untrue statement or omission: the complaint shall specify each statement alleged to have been misleading, the reason or reasons why the statement is misleading, and, if an allegation regarding the statement or omission is made on information and belief, the complaint shall state with particularity' all facts on which that belief is formed. 15 U.S.C. § 78u-4(b)(1). In addition, “the complaint shall, with respect to each act or omission alleged to violate this chapter, state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind.” 15 U.S.C. § 78u-4(b)(2)(A). III. DISCUSSION A. Count I — Material Misrepresentations or Omissions Under § 10(b) and Rule 10b-5(b) Section 10(b) of the Exchange Act makes it unlawful to “use or employ, in connection with the purchase or sale of any security ... any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.” 15 U.S.C. § 78j(b). Rule 10b-5(b), promulgated by the SEC to implement this provision, makes it unlawful for any person, directly or indirectly, “[t]o make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.” 17 C.F.R. § 240.10b-5(b). To plead a violation of § 10(b) and Rule 10b — 5(b), a plaintiff must allege facts supporting the following elements: (1) a material misrepresentation or omission; (2) scienter, ie., a wrongful state of mind; (3) a connection with the purchase or sale of a security; (4) reliance; (5) economic loss; and (6) loss causation, ie., a causal connection between the material misrepresentation or omission and the loss. Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 341, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005). For the reasons discussed below, I find that the Complaint fails to plead: (a) a material misrepresentation or omission, or (b) loss causation. 1. Omissions Plaintiffs’ Rule 10b-5(b) theory is based on alleged omissions, not false statements. Plaintiffs do not allege that the various statements made through the class period regarding Blyth’s earnings and the like were literally untrue; rather, they allege that the statements were made under circumstances in which the omission of certain material information — especially information about the degree to which the promoters who drove ViSalus’s business were leaving' — made the statements misleading. {See, e.g., Compl. ¶ 88; Pis.’ Opp’n [Doc. # 83] at 14 (stating that statements “were misleading because, among other reasons, the purported sales growth at ViSalus was driven by the recruitment of promoters rather than genuine demand for ViSalus’s products”); id. at 15 (“Based on what Goergen knew at the time that he made this statement, these comments— even if -certain of them were literally true — were materially misleading.”); id. at 16 (referring to “misleading and evasive comments”).)- Rule I0b-5(b) imposes a duty on issuers of securities to disclose material facts necessary to make a statement made, in light of the circumstances under which it is made, not misleading. 17 C.F.R. § 240.10b-5(b). Information is “material” when there is “a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.” Basic Inc. v. Levinson, 485 U.S. 224, 231-32, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988). But “§ 10(b) and Rule 10b-5(b) do not create an affirmative duty to disclose any and all material information.” Matrixx Initiatives, Inc. v. Siracusano, — U.S. -, 131 S.Ct. 1309, 1321, 179 L.Ed.2d 398 (2011) (emphasis added). Indeed, “[disclosure of an item of information is not required simply because it may be relevant or of interest to a reasonable investor.” Kleinman, 706 F.3d at 152 (internal quotation marks omitted). Rather, in accordance with the language of Rule 10b-5(b), “disclosure is required only when necessary to make statements made, in light of the circumstances under which they were made, not misleading.” Id. (internal quotation marks omitted). In addition, “[t]here can be no omission where the allegedly omitted facts are disclosed.” In re Progress Energy, Inc., 371 F.Supp.2d 548, 552 (S.D.N.Y.2005). As discussed more fully below,' Plaintiffs’ omissions theory suffers from three fatal flaws. First, many of the statements identified by Plaintiffs as being misleading as the result of omissions are not actionable at all and thus cannot support an omissions theory. Second, Defendants had no duty to disclose the allegedly omitted information, in any event, because they had already disclosed substantially similar information, thus making all of the identified statements not misleading. Third, Plaintiffs have failed to allege the omitted information with the requisite particularity, a. Most of Defendants’ Statements Are Not Actionable The language of Rule 10b-5(b) makes clear that an omission claim, though fundamentally about what is not said, can only arise in the context of an affirmative statement: “It shall be unlawful ... to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading....” 17 C.F.R. § 240.10b-5 (emphasis added). Thus, “Rule 10b-5 imposes no duty to disclose all material, nonpublic information .... ” In re Bank of America AIG Disclosure Securities Litigation, 980 F.Supp.2d 564, 575, No. 11-cv-6678, 2013 WL 5878814, at *6 (S.D.N.Y. Nov. 1, 2013). Instead, “once a party chooses to speak, it has a ‘duty to be both accurate and complete.’ ” Id. (quoting Caiola v. Citibank, N.A., N.Y., 295 F.3d 312, 331 (2d Cir.2002)). But certain types of statements, such as corporate “puffery,” are considered to be inactionable under the securities laws regardless of whether they omit related information. See, e.g., San Leandro Emergency Med.. Grp. Profit Sharing Plan v. Philip Morris Cos., Inc., 75 F.3d 801, 811 (2d Cir.1996) (“Such puffery ... cannot constitute actionable statements under the securities laws.”). Consistent with the language of Rule 10b — 5(b), Plaintiffs’ omissions claim is based on a series of affirmative statements made by Defendants during the class period. {See, e.g., Compl. ¶ 88 (“The statements referenced above in ¶¶ 82-87 ... were materially false and misleading because Defendants knew, but failed to disclose (emphasis added).) Most of the affirmative statements that Plaintiffs contend were made misleading by Defendants’ omissions fall into three general categories: (1) statements about ViSalus’s business model, (2) statements about ViSa-lus’s expected future performance, and (3) statements about ViSalus’s past performance. As explained below, these statements are not themselves actionable and could not support an omissions claim even if the omitted information identified in the Complaint was material and otherwise adequately pled. (i) Statements about ViSalus’s Business Model Plaintiffs claim that the following statements about ViSalus’s business model were misleading: (1) “Our targeted new products and services support the growth and success of our Promoters, Leaders and customers as we build ViSalus into a leading lifestyle brand together” (Compl. ¶ 89 (quoting ViSalus’s May 4, 2012 press release)); (2) “ViSalus’s market model and technology savvy is truly transforming the health and direct selling industries” (id. ¶ 69 (quoting statement of Mr. Goergen in ViSalus’s Jan. 13, 2012 press release)); and (3) “First and foremost, nothing in Blyth’s or ViSalus’s fundamentals has changed” (id. ¶ 106 (quoting Sept. 26, 2012 conference call).) All of these statements are inae-tionable “expressions of puffery and corporate optimism.” Rombach v. Chang, 355 F.3d 164, 174 (2d Cir.2004). Statements that are “too general to cause a reasonable investor to rely upon them” constitute “puffery” and cannot form the basis of a securities fraud claim. See ECA, Local 134 IBEW Joint Pension Trust of Chicago v. JP Morgan Chase Co., 553 F.3d 187, 206 (2d Cir.2009) (holding that generalizations regarding defendant’s “business practices,” such as statement that it “set the standard for best practices in risk management techniques,” were inactionable puffery because they were “so general that a reasonable investor would not depend on [them] as a guarantee that [the defendant] would never take a step that might adversely affect its reputation”). Like the statements in ECA, Local 131, all three of the statements about ViSalus’s business model are too general to induce reliance by a reasonable investor. They are “precisely the type of ‘puffery’ that this and other circuits have consistently held to be inac-tionable.” ECA, Local 134 IBEW, 553 F.3d at 206. (ii) Statements about ViSalus’s Expected Future Performance Plaintiffs claim that several statements about ViSalus’s expected future per-formanee were misleading, including: (1) “We are planning for continued strong growth at ViSalus due to the strength of the products and programs that drove the momentum experienced in'2011 and their extensions in 2012” (Compl. ¶ 82); (2) the statements in Blyth’s March 14, 2012 press release increasing the fiscal year 2012 earnings guidance {id. ¶ 82); (3) the statements in Blyth’s May 4, 2012 press release increasing the fiscal year 2012 earnings guidance {id. ¶ 95); and (4) the statements in Blyth’s August 3, 2012 press release increasing the fiscal year 2012 earnings guidance {id. ¶ 105). None of these statements is actionable. The first statement — “[w]e are planning for continued strong growth at ViSalus”— is, like the statements in the previous section, nothing more than commercial puf-fery. It is simply too general to induce reliance by a reasonable investor.’ See ECA, Local 134 IBEW, 553 F.3d at 206. The other three statements are protected under the PSLRA’s “safe harbor” provision for “forward-looking statements,” i.e., “statements] containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, ... or other financial items” or “statement[s] of future economic performance, including any such statement contained in a discussion and analysis of financial condition by the management.” 15 U.S.C. § 78u-5(i)(l)(A) & (C). The PSLRA provides that a person shall not be liable with respect to any forward-looking statement, if and to the extent that: (A) the forward-looking statement is— (i) identified as a forward-looking statement, and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statement; or (ii) immaterial; or (B) the plaintiff fails to prove that the forward-looking statement— (i) if made by a natural person, was made with actual knowledge by that person that the statement was false or misleading; or (ii) if made by a business entity; was— (I) made by or with the approval of an executive officer of that entity; and (II) made or approved by such officer with actual knowledge by that officer that the statement was false or misleading. 15 U.S.C. § 78u-5(c). As the Second Circuit has stated, “[t]he safe harbor is written in the disjunctive; that is, a defendant is not liable if the forward-looking statement is identified and accompanied by meaningful cautionary language or is immaterial or the plaintiff fails to prove that it was made with actual knowledge that it was false or misleading.” Slayton v. Am. Exp. Co., 604 F.3d 758, 766 (2d Cir.2010) (emphasis in original). Plaintiffs argue that the statements in Blyth’s earnings guidance press releases are not protected by the safe harbor because they “contain representations about the then-present state of-ViSalus’s growth.” (Pis.’ Opp’n [Doc. # 83] at 22 (pointing out Blyth’s statement “[i]increasing fiscal year 2012 earnings guidance ‘principally due to growth at ViSalus.’ ” (quoting Blyth’s May 4, 2012 press release) (emphasis in original)).) Plaintiffs correctly point out that “[i]t is well recognized that even when an allegedly false statement has both a forward looking aspect and an aspect that encompasses a representation of present fact, the safe harbor provision of the PSLRA does not apply.” (Id. at 21 (quoting In re Nortel Networks Corp. Sec. Litig., 238 F.Supp.2d 613, 629 (S.D.N.Y.2003))). Plaintiffs’ reliance on this principle, however, is misplaced. “[Mjixing projections with statements of present fact does not deprive the former of protection under the bespeaks caution doctrine.” Shemian v. Research In Motion Ltd., No. 11-cv-4068, 2013 WL 1285779, at *24 (S.D.N.Y. Mar. 29, 2013) (finding that the defendant’s forward-looking statements were protected by the “bespeaks caution” doctrine despite referencing the company’s past and current success). Rather, to the extent a statement contains both forward- and backward-looking aspects, the two must be severed and analyzed separately. See NECA-IBEW Health & Welfare Fund v. Pitney Bowes Inc., No. 09-cv-1740, 2013 WL 1188050, at *18 (D.Conn. Mar. 23, 2013) (where plaintiff failed to sufficiently plead the falsity of statement of present fact, “the forward-looking portion of the statement is severa-ble and eligible for safe-harbor protection if accompanied by meaningful cautionary language”). The only backward-looking aspect of the press releases highlighted by Plaintiffs is the reference to “growth at ViSalus.” Plaintiffs do not argue that the reference to growth at ViSalus was false, i.e., that there had been no growth at ViSalus, and to the extent Plaintiffs argue that the reference was misleading because of the information it omitted, the phrase “growth at ViSalus” is too vague to induce reasonable reliance by an investor. As for the forward-looking components of the earnings guidance press releases, I find that they qualify for the safe harbor. Each of the statements about Blyth’s earnings guidance is “identified” as a forward-looking statement, i.e., they “projected] results into the future.” Slayton, 604 F.3d at 769 (“[T]he facts and circumstances of the language used in a particular report will determine whether a statement is adequately identified as forward-looking.”); (see Exs. E, F, G to Aff. in Supp. Defs.’ First Mot. to Dismiss [Doc. ## 61-5, 61-6, 61-7] (using the words “expect,” “forecast,” and “planning,” clearly indicating that the statements were about future outcomes, and stating that the press releases contained “forward-looking statements”).) Further, the forward-looking statements were accompanied by meaningful cautionary statements in the press release, along with cautionary statements in Blyth’s 10-K incorporated by reference. (See Exs. E, F, G to Aff. in Supp. Defs.’ First Mot. to Dismiss [Doc. ##61-5, 61-6, 61-7] (stating that “[a]ctual results could differ materially due to various factors, including ... risks associated with our ability to recruit new independent sales consultants, ... and other factors described ... in the Company’s most recently filed Annual Report on Form 10-K”); see also Ex. B (Blyth’s Form 10-K filed March 14, 2012) [Doc. # 61-2] at 12 (stating under “Risk Factors” that “[t]his distribution system depends upon the successful recruitment, retention and motivation of a large number of independent consultants and distributors to offset frequent turnover”), 15 (stating that Blyth and its subsidiaries compete with other companies for promoters, and that the loss of a leading promoter or a substantial number of promoters could result in a decline in sales), 16 (stating “[w]e are subject to the risk that, in one or more markets, our network marketing program could be found not to be in compliance with applicable law or regulations,” including regulations “directed at preventing fraudulent or deceptive schemes, often referred to as ‘pyramid’ or ‘chain sales’ schemes....”) (emphasis added).) These cautionary statements were substantive and company-specific rather than mere boilerplate disclaimers, and they sufficiently warned of the risks that Plaintiffs allege were associated with ViSalus’s business model. See Slayton, 604 F.3d at 772 (cautionary language must include substantive, company-specific warnings that relate to the materialized risk, not vague, blanket, or boilerplate disclaimers). The forward-looking statements in the press releases therefore qualify for the PSLRA’s safe harbor and are not actionable. (iii) Statements about ViSalus’s Past Performance Several of the statements that Plaintiffs allege were misleading are factual summaries of ViSalus’s past performance accompanied by a brief explanation of the reasons for such performance. For example, the Complaint alleges that the following statement from Blyth’s May 4, 2012 10-Q was misleading: “ViSalus’s net sales increased $116.7 million, or 585% to $136.7 million from $20.0 million last year. This growth is a result of an increase in promoters to over 92,000 this year from over 16,000 last year, as well as increased demand for its products.” (Compl. ¶ 94.) Plaintiffs do not allege that this and similar statements were literally untrue. Instead, they argue that the statements were misleading because Defendants failed to disclose underlying problems in ViSalus’s business that would cause the performance to be short-lived. (See, e.cj., Compl. ¶ 88; see also Pis.’ Opp’n [Doc. # 83] at 14 (stating that “such were misleading because, among other reasons, the purported sales growth at ViSalus was driven by the recruitment of promoters rather than genuine demand for ViSalus’s actual products” and “when ViSalus could no longer increase or maintain the number of promoters ... its sales began to decline”).) As Defendants correctly point out, however, “[disclosure of accurate historical data does not become misleading even if less favorable results might be predictable by the company in the future.” In re Duane Reade Inc. Sec. Lit., No. 02-cv-6478, 2003 WL 22801416, at *6 (S.D.N.Y. Nov. 25, 2003) (quoting In re Sofamor Danek Group, Inc., 123 F.3d 394, 401, n. 3 (6th Cir.1997)), aff'd sub nom. Nadoff v. Duane Reade, Inc., 107 Fed.Appx. 250 (2d Cir.2004); see also Pollio v. MF Global, Ltd., 608 F.Supp.2d 564, 571 (S.D.N.Y 2009) (“It is well-established ... that defendants may not be held liable under the securities laws for accurate reports of past successes, even if present circumstances are less rosy.” (internal quotation marks and brackets omitted)). Indeed, the Second Circuit “easily rejected” the argument that a defendant’s “statements about its earnings were actionable, even though literally true, because they did not acknowledge the long-term unsustainability of its business model.” Boca Raton Firefighters & Police Pension Fund v. Bahash, 506 Fed.Appx. 32, at 38 (2d Cir.2012) (“Whatever the scope of the responsibility not to make statements that constitute ‘half-truths,’ that surely does not apply to the reporting of unmanipulated corporate earnings.”). Plaintiffs’ argument that disclosure of accurate historical data was misleading because it omitted ViSalus’s alleged flaws fails for this reason. Id. at 38-39 (“As the Sixth Circuit succinctly observed, ‘[i]t is clear that a violation of federal securities law cannot be premised upon a company’s disclosure of accurate historical data.’ ” (quoting In re Sofamor Danek Group, Inc., 123 F.3d at 401 n. 3)). Moreover, insofar as Plaintiffs argue that Defendants’ statements of past performance were misleading because they implied a positive future outcome, that argument was rejected in Boca Raton as well. Id. at 38 (“To the extent that investors might impute a positive corporate outlook from omissions in earnings reports, we have explained that general expressions of corporate optimism are too indefinite to be actionable under the securities laws.” (internal quotation marks omitted)). Plaintiffs’ effort to distinguish this line of authority is unpersuasive. Plaintiffs argue that, unlike in In re Duane Reade, where the statements regarding past performance were simply “self-laudatory,” the statements regarding past performance in this case were “provided as a predicate for the Company’s future performance.” (Pis.’ Opp’n [Doc. # 83] at 15 n. 8 (citing allegations in the Complaint about Blyth’s press releases that announced increases in Blyth’s earnings guidance the September 26, 2012 conference call).) Even accepting Plaintiffs’ distinction as a legitimate one, Plaintiffs do not explain why this distinction is meaningful in the present context. The fact remains that Plaintiffs do not contest the literal truth of the statements about past performance. Instead, it appears that Plaintiffs argue that the statements about past performance, though literally true, rendered the statements about future performance misleading because the projected future performance was unlikely in light of the undisclosed flaws in ViSa-lus’s business. But if it is the statements about future performance that are alleged to be misleading, they must be analyzed as just that — statements about future performance. As explained above, Defendants statements about future performance are not actionable because they are either puffery or protected under the PSLRA’s safe harbor for forward-looking statements. b. Blyth Had No Duty to Disclose the Allegedly Omitted Information in Light of Information It Had Already Disclosed Apart from the fact that most of the affirmative statements identified in the Complaint are not actionable, I find that Blyth had no duty to disclose the allegedly omitted information in light of the information that was disclosed during the class period. The core of Plaintiffs’ omissions claim is that various statements about Vi-Salus made throughout the class period— statements about past performance and earnings, the ViSalus business model, and future expected earnings — were misleading because Defendants knew but failed to disclose that: (1) the growth rate of ViSa-lus’s sales was being driven by recruitment of “transient” promoters — who had been recruited by Sarnicola from other companies and who Sarnicola knew would stay at ViSalus only for a short term — rather than by sales to authentic customers who actually used or consumed the products themselves, and (2) the churn rate for promoters/customers was approximately 200%, and that, as a result, ViSalus’s growth rate was “unsustainable.” (See, e.g., Compl. ¶ 88.) Although Plaintiffs do not expressly frame their omissions theory in this fashion, the alleged omissions make plain that Plaintiffs’ theory of liability is about risk, and more specifically, the failure to disclose the risk that ViSalus’s growth would soon end. (See, e.g., id. ¶ 69 (“The fact that ViSalus’s sales were driven by the poaching of down-lines from other multilevel marketing companies is material to investors because it indicates ... that the Company’s growth will be short-lived”) (emphasis added); id. ¶ 88 (stating that certain statements were misleading because the “churn rate” of promoters rendered ViSalus’s growth rate “unsustainable”).) I find, however, that Defendants disclosed sufficient information about the source of ViSalus’s growth, and the risks associated with its business model, to avoid incurring any duty to disclose the specific items Plaintiffs claim they concealed. Plaintiffs’ omissions claim thus fails for failure to establish a duty to disclose. To start, Blyth’s statements about ViSa-lus’s growth made clear that the growth was driven, at least in part, by an increase in promoters. For example, Blyth’s 10-K filed on March 14, 2012, described increases in Blyth’s sales and stated that “[t]his increase is attributed to ViSalus’s net sales increase of $192.6 million, to $225.4 million from $82.8 million last year. This growth is a result of an increase in promoters to over 59,000 this year from over 8,000 last year, as well as increased demand for its products.” (Id. ¶ 84 (emphasis added).) The 10-K also stated that 2011 sales growth at ViSalus was “a result of a 371% increase in promoters on a year-over-year basis.” (Id.) Blyth’s 10-Q filings from the first and second quarters of 2012 make nearly identical statements. (See id. ¶ 94 (“This growth is a result of an increase in promoters to over 92,000 this year from over 16,000 last year, as well as increased demand for its products.”) (emphasis added); id. ¶ 104 (“This growth is a result of an increase in the number of promoters to over 114,000 as of June 30, 2012 from over 28,000 in the comparable prior year period.”)- The 10-K also disclosed that Blyth’s financial performance was dependent upon independent salespersons, ie., promoters: We are dependent upon sales by independent consultants and distributors. A significant portion of our products are marketed and sold through the direct selling method of distribution, where products are primarily marketed and sold by independent consultants or distributors to consumers without the use of retail establishments. (Ex. B to Aff. in Supp. Defs.’ First Mot. to Dismiss [Doc. # 61-2] at 12; see also id. at 13 (“[o]ur sales are directly tied to the levels of activity of our consultants and promoters, for many of whom this is a part-time working activity”).) Moreover, the 10-K stated that “[t]his distribution system depends upon the successful recruitment, retention and motivation of a large number of independent consultants and distributors to offset frequent turnover.” (Id. at 12 (emphasis added).) According to the 10-K: The recruitment and retention of independent consultants and promoters depends on the competitive environment among direct selling companies and on the general labor market, unemployment levels, economic conditions, and demographic and cultural changes in the workforce. The motivation of our consultants and promoters depends, in large part, upon the effectiveness of our compensation and promotional programs, the competitiveness of our programs compared with other direct selling companies and the successful introduction of new products. (Id.) Blyth expressly stated in the 10-K that “we compete for independent sales consultants and promoters with other direct selling companies. We may face increased competition from other companies, some of which may have substantially greater financial or other resources than those available to us.” (Id. at 15.) The 10-K then stated that “[t]he loss of a leading consultant or promoter, together with the associated down line sales organization, or the loss of a significant number of consultants or promoters for any reason, could negatively impact sales of our products, impair our ability to attract new consultants or promoters and harm our financial condition and operating results.” (Id.) Finally, the 10-K also disclosed that ViSalus might be considered a pyramid scheme in some markets, the very feature of its business the Complaint suggests was concealed from investors. (See id. at 9 (“We remain subject to the risk that, in one or more markets, its network marketing program could be found not to be in compliance with applicable law or regulations,” including regulations “directed at preventing fraudulent or deceptive schemes, often referred to as ‘pyramid’ or ‘chain sales’ schemes....” (emphasis added).) Thus, Blyth’s 10-K disclosed to the market that promoters were important to ViSalus’s and Blyth’s success, that increases in sales were the result of increases in promoters, that the success of the business model depended- on offsetting “frequent turnover” by recruiting, retaining, and motivating a “large number” of promoters, that Blyth and ViSalus competed with other companies for promoters, that the loss of a leading promoter or a significant number of promoters could negatively impact sales, and that ViSalus’s “network marketing program;” including recruitment of promoters to “offset frequent turnover,” could be considered a “pyramid scheme” in some jurisdictions. In addition, Blyth’s press releases in March, May, and August announcing increased 2012 earnings guidance also disclosed risks related to promoter turnover. (Compl. ¶¶ 82, 95, 105.) While raising Blyth’s expected earnings for 2012, the press releases disclosed that “[ajctual results could differ materially due to various factors, including ... risks associated with our ability to recruit new independent sales consultants, ... and other factors described ... in the Company’s most recently filed Annual Report on Form 10-K.” (See Exs. E, F, G to Aff. in Supp. Defs.’ First Mot. to Dismiss [Doc. ## 61-5, 61-6, 61-7].) The press releases therefore disclosed that the realization of projected earnings was subject to the risk that ViSalus would not be as successful as expected in recruiting new promoters, among other things. Finally, in its S-l filed on August 16, 2012, ViSalus disclosed that increases in its sales “are driven primarily by our recruitment of new customers and retention of existing customers, rather than through increases in the average monthly expenditures of customers,” and that it expected its “customer growth rate will decline over time as the size of our customer base increases, and as we achieve higher market penetration rates.” (Ex. C to Aff. in Supp. Defs.’ First Mot. to Dismiss [Doc. # 61-3] at 14.) The S-l even stated that “[w]e anticipate that the growth rate of our independent promoter sales force will decline over time.... To the extent the growth rate of our independent promoter sales force slows, our business performance will become increasingly dependent on our ability to retain and motivate existing individual promoters.” (Id. at 12.) Thus, the S-l further disclosed the extent to which ViSalus’s growth depended on recruiting new promoters and that it exr pected the growth rate of its promoters, to decline,over time. These disclosures — in Blyth’s 10-K and 10-Q filings, Blyth’s press releases, and ViSalus’s S-l filing — fully informed the market that ViSalus was a multi-level marketing company whose growth was driven, at least in part, by the addition of new promoters. Indeed, the 10-K expressly stated that Blyth was “dependent” upon sales by independent salespersons, and that the loss of a leading promoter or of a significant number of promoters could negatively impact sales. (See Ex. B to Aff. in Supp.. Defs.’ First Mot. to Dismiss [Doc. #61-2] at 12-13.) The 10-K even disclosed the specific risk that promoters could be lost to competing direct-selling companies. (Id.) Further, the disclosures informed the market that a net decline in promoters was a real possibility, stating that Blyth was experiencing “frequent turnover,” and that such turnover needed to be “offset” by the successful recruitment and retention of a “large” number of promoters. (Id. at 12.) The disclosure of “frequent turnover” — though it did not quantify the precise turnover rate or provide the raw data to calculate such a rate — -was sufficient to inform investors that the turnover rate among promoters posed a risk to ViSalus’s future performance, particularly when combined with the warning in the Blyth press releases that “[a]ctual results could differ materially due to various factors, including ... risks associated with our ability to recruit new independent sales consultants.” (See, e.g., Ex. E to Aff. in Supp. Defs.’ First Mot. to Dismiss [Doc. # 61-5].) These disclosures sufficiently informed the market about Vi-Salus’s business model and the risks associated with that model. In addition, to the extent Plaintiffs argue that Blyth was obligated to disclose the precise turnover rate among ViSalus’s promoters — as opposed to stating that turnover was “frequent” — I find that argument to be without merit. First, Blyth was not obligated to disclose an item of information — such as the exact turnover rate — “simply because it may be relevant or of interest to a reasonable investor.” See Kleinman v. Elan Corp., plc, 706 F.3d 145, 152 (2d Cir.2013). Rather, Blyth was only required to make disclosures “when necessary to make statements made, in light of the circumstances in which they are made, not misleading.” Id. As just discussed, the disclosure of “frequent turnover” was sufficient to put investors on notice during the class period that the degree to which promoters were leaving ViSalus posed a challenge for its continued growth. Cf. Robbins v. Moore Med. Corp., 894 F.Supp. 661, 670 (S.D.N.Y.1995) (no duty to disclose the amount of capital invested where it was disclosed that company was “under-capitalized”). Second, the Complaint fails to plead sufficient facts to allow the Court to draw the inference that a material difference exists between describing the turnover as “frequent” and stating that the turnover rate was 200%. The 200% figure, by itself, says nothing of the number’s significance, and the Complaint does not explain why a 200% turnover rate is “extraordinarily high” and why it would mean more to an investor than knowing that turnover was “frequent.” Indeed, it is worth emphasizing what the 200% figure does not mean. The 200% does not represent — as it might lead one to assume — that ViSalus was losing promoters at twice the rate it was gaining them. For example, despite having a churn rate calculated at 197.1% in 2011, ViSalus began that year with 9,000 promoters and ended the year with 59,000 promoters. (Compl. ¶ 71.) And during the first six months of 2012, ViSalus increased its number of promoters by 55,-000 — from 59,000 to 114,000 — despite a churn rate of 194.2%. (Id.) In other words, a dramatic increase in promoters is possible, and actually happened, despite, a 200% churn rate. In the absence of further detail about how the 200% turnover rate would affect ViSalus’s bottom line and when, the Complaint fails to ple