Theranos, Inc.: leadership, investors, partners and proceedings, 2003–2026

analysisThe dossier follows Theranos through confirmed legal entities, roles and dates: its Delaware incorporation and registrations, the executives and the dated board lists, the funding rounds and Holmes's Class B control, the Walgreens and Safeway agreements, the FDA and CMS findings and sanctions at its laboratories, the investor, patient and Walgreens suits, the SEC actions, the criminal case through the 2026 Supreme Court denial and sentence reduction, the HHS exclusions, and the Fortress loan, patent transfers and assignment for the benefit of creditors that ended the company. Each allegation is kept with the defendant's answer and the result found in the record. ^{1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45}

analysisElizabeth Holmes founded Theranos in 2003, the year to which the SEC, the Justice Department and the federal courts date the company, and was its chief executive officer until 2018. The legal entity was incorporated in Delaware as RealTime Cures, Inc. on April 13, 2004. A restated certificate signed by Holmes as President and filed on December 15, 2004 under Delaware file number 3789976 renamed it Theranos, Inc. and authorised 53,500,000 shares with a par value of $0.0001: 40,000,000 common shares and 13,500,000 Series A Preferred shares convertible at $0.75. In California, where Theranos was qualified to do business, an amended statement signed by J. Casey McGlynn as Secretary recorded the change of name. ^{1 2 3 4 5}

analysisTheranos never became a public company. The SEC's EDGAR record for Central Index Key 0001313697 gives employer identification number 20-1231826, Delaware incorporation, a December 31 fiscal year end and no ticker or exchange. Its filings are seven paper Regulation D notices from January 2005 to November 2006 and two electronic Form D notices of private offerings, filed on July 8, 2010 and May 30, 2017; there are no annual or quarterly reports, and the Ninth Circuit noted that its shares were not publicly traded. The 2010 Form D recorded the former name RealTime Cures, Inc. ^{6 2 7}

analysisThe company's address changed as it grew. Patent assignment records give 1430 O'Brien Drive in Menlo Park in 2005 and later 3200 Hillview Avenue in Palo Alto, the principal place of business also given in the 2010 Form D. Theranos's annual reports to the Florida registry list 1601 S California Avenue in Palo Alto in 2013 and 2014 and 1701 Page Mill Road from April 2015, the address that remains on its EDGAR record. An online encyclopaedia adds that the 2012 move was into Facebook's former headquarters, that the Page Mill lease cost $1 million a month and that the remaining staff moved to the Newark laboratory site in 2017; the lease amount and the 2017 move are not documented elsewhere in the record. The SEC's complaint gives the principal place of business as Newark, California, and as Palo Alto during 2013 to 2015. ^{8 9 10 11 7 6 12 1 2 13}

analysisOutside Delaware, the Florida Division of Corporations registered Theranos on May 1, 2012 as a foreign corporation (document number F12000001870). Annual reports were filed for 2013 to 2015; the registration was revoked on September 23, 2016 for failure to file an annual report, and the registered agent resigned in 2019. A company-data aggregator also lists foreign registrations in Pennsylvania (4357259), Arizona (F19937947) and California (2651481); the California number matches the identifier of the California filing in the record, while the Pennsylvania and Arizona numbers were not checked against those states' registries. The same directory lists trademarks including THERANOS, registered in the United States in 2010, and THE TINY BLOOD TEST and THERANOS WELLNESS CENTER, registered internationally in 2015; the registers themselves were not opened. In September 2018 Theranos told stockholders that, after assigning its assets for the benefit of creditors, it intended to file a certificate of dissolution under Delaware law. ^{11 14 15}

analysisTheranos offered blood tests to the public and ran a clinical laboratory from 2011 to 2016, Holmes testified. Its clinical laboratory was at 7333 Gateway Boulevard in Newark, California (CLIA 05D2025714); it also had laboratories in Palo Alto and in Scottsdale, Arizona. The main retail channel was Walgreens: under a Master Services Agreement of June 2012, Theranos Wellness Centers inside Walgreens stores collected blood for testing at Theranos's own laboratories. A pilot opened in a Phoenix store on March 20, 2013, and by the fall of 2015 there were 41 centres. A 2010 agreement with the supermarket chain Safeway led to clinics in Safeway stores that, according to press reports from unnamed sources, never performed the blood tests envisaged; no statement by Safeway is in the record, and Theranos's general counsel called the questions put to the company inaccurate and defamatory. ^{1 2 3 4 5 6 7}

analysisThe business ran on investors' money. According to trial testimony summarised by the Ninth Circuit, Theranos had no revenue in 2012 and 2013 and net losses of $57 million and $92 million in those years; the SEC alleged that it recorded little more than $100,000 of revenue in 2014. From late 2013 to 2015 it raised more than $700 million in its Series C-1 and C-2 rounds, according to the SEC and the Justice Department. Walgreens paid the full $100 million Innovation Fee under a December 2013 amendment to the 2012 agreement and provided $40 million for a convertible note. After a 2014 reorganisation of the shares, on which shareholders were given only a few days to vote, Holmes held just over half of the shares and over 99 percent of the votes, the SEC said. ^{6 8 9 5}

analysisIn August and September 2015 FDA investigators found that Theranos was shipping an uncleared medical device, named in press reports as its Nanotainer blood-collection tube, and a CMS survey of the Newark laboratory completed in November and December 2015 found it out of compliance with five Condition-level requirements; in January 2016 CMS notified the company that deficiencies in hematology posed immediate jeopardy to patient health and safety. Walgreens sent a notice of breach days later; Theranos replied that many of the deficiencies had been corrected and accused Walgreens of breaching the agreement itself, and Walgreens ended the partnership on June 12, 2016. On July 7, 2016 CMS imposed sanctions: revocation of the laboratory's certificate and cancellation of its approval to receive Medicare payments, both effective September 5, 2016, the cancellation even if Theranos appealed, and a civil money penalty of $10,000 a day. Theranos, whose earlier corrections CMS had rejected, voided two years of Edison results, issued corrected reports and appealed. In April 2017 Theranos said it had settled with CMS: it would stay out of the blood-testing business for at least two years, and CMS had withdrawn the revocation and reduced the penalty to $30,000. ^{1 2 3 4 5}

analysisLawsuits followed. In October 2016 Partner Fund investors sued Theranos, Holmes and Balwani in Delaware for fraud, and in April 2017 they sued Theranos, Holmes and three directors, alleging among other things that Theranos had threatened bankruptcy unless investors took extra shares instead of suing; according to an online encyclopaedia, Theranos said the funds had mischaracterised its exchange offer. Both suits were settled in May 2017 and dismissed without a ruling on the merits. Walgreen Co. sued in November 2016 for the return of the $100 million Innovation Fee and the $40 million note; Theranos announced in August 2017 a settlement "with no finding or implication of liability", and a second Walgreens suit ended in a $5,000,000 judgment against Theranos in 2018. Patients who had bought Theranos tests brought a class action in Arizona against Theranos, Holmes, Balwani and two Walgreens companies; Walgreens and Balwani denied the allegations when they settled. The Arizona Attorney General sued under the state's Consumer Fraud Act; Theranos denied the allegations but entered into a consent decree to pay $4,652,000 in restitution to Arizona consumers, and the Attorney General's office began mailing refunds in December 2017. ^{6 7 3 8 9 10 11}

analysisOn March 14, 2018 the SEC charged Theranos, Holmes and Balwani with raising more than $700 million through a years-long fraud. Theranos and Holmes settled the same day without admitting or denying the allegations, and final judgments were entered on March 27, 2018; Balwani contested the charges. On June 14, 2018 a federal grand jury indicted Holmes and Balwani, who pleaded not guilty; at her trial Holmes's lawyer told the jury that leading a failed start-up did not make her a criminal. Tried separately, Holmes was convicted in January 2022 of conspiracy and three counts of wire fraud against investors and acquitted of the patient counts, and the investor counts on which the jury could not agree were dismissed in the amended judgment of May 2023; Balwani was convicted in July 2022 on all twelve counts, including the patient counts. They were sentenced to 135 and 155 months in prison and ordered to pay $452,047,268 in restitution, jointly and severally. The Ninth Circuit affirmed the convictions, sentences and restitution in 2025, and the Supreme Court denied Balwani's petition on October 5, 2026. ^{12 13 14 15 16 17 18 19 20 21 22 23 24}

analysisBy then the company had shrunk. In late 2017 Theranos borrowed from Fortress against its patents, which it assigned to Theranos IP Company, LLC, described in a 2020 law-review article as a wholly owned subsidiary; the company's 2018 letter says its intellectual property was held by a "special purpose subsidiary" (no registry record of it was retrieved). Holmes stepped down as chief executive on June 15, 2018 and was succeeded by the general counsel, David Taylor. In September 2018, in default under the Fortress facility and owing at least $60 million to unsecured creditors, Theranos proposed that Fortress take the patent subsidiary and leave about $5 million of cash for other creditors, and on September 12, 2018 it assigned all its assets and liabilities to Theranos (assignment for the benefit of creditors), LLC. ^{1 2 3 4 5 6 7}

analysisPatents kept issuing to Theranos IP Company after the wind-down. In March 2020 Labrador Diagnostics LLC sued BioFire Diagnostics and its parent bioMérieux for infringing two patents, one of them issued to Theranos IP Company in January 2020; after press criticism that the suit appeared to target new COVID-19 tests, Labrador said it had not known BioFire was developing a coronavirus test, offered royalty-free licences for such tests and dismissed the case on June 28, 2020. ^{8 9 10 11}