Alicia Eaton, on behalf of herself and her two minor children, appeals the district court’s 1 dismissal of their civil-rights complaint for failure to state a claim. After careful review, we conclude that the district court did not abuse its discretion in denying leave to amend the complaint, see Popoalii v. Corr. Med. Servs., 512 F.3d 488, 497 (8th Cir. 2008) (standard of review); and that dismissal was proper, see Federer v. Gephardt, 363 F.3d 754, 757 (8th Cir. 2004) (Fed.R.Civ.P. 12(b)(6) dismissal is reviewed de novo). Accordingly, we affirm, see 8th Cir. R. 47B, except that we modify the dismissal of any state-law claims to be without prejudice, see Labickas v. Ark. State Univ., 78 F.3d 333, 334-35 (8th Cir. 1996) (per curiam).