The Coliseum is considering acquiring a building from Spartacus.  The Coliseum will pay Spartacus 1000 shares for the building.  Spartacus tells Jupiter that the building has never had any termite problems.  In reliance on this representation, The Coliseum issues 1000 shares to Spartacus and takes title to the building.  The Coliseum later learns that Spartacus' representation was a lie.  Spartacus was aware of the building's past and present termite problems.  

Can The Coliseum assert a 10b-5 claim against Spartacus?Why or why not?