Evidence records

documentedTheranos was incorporated in Delaware as RealTime Cures, Inc.: its original certificate of incorporation was filed with the Delaware Secretary of State on April 13, 2004. An amended and restated certificate, signed by Elizabeth Holmes as President on December 15, 2004 and filed that day under Delaware file number 3789976, changed the corporation's name to Theranos, Inc. ¹

documentedAn Amended Statement by Foreign Corporation filed with the California Secretary of State records that Theranos, Inc., a Delaware corporation qualified to transact intrastate business in California, had changed its name from RealTime Cures, Inc.; it was signed by J. Casey McGlynn as Secretary. The California file also holds the Delaware Secretary of State's certified copy of the name change, dated January 6, 2005 (01-06-05). ¹

documentedElizabeth Holmes founded Theranos in 2003 and was its chief executive officer from 2003 until 2018, according to the 2020 superseding indictment, the Ninth Circuit's opinion and the HHS Departmental Appeals Board; the HHS Office of Inspector General describes her as the company's CEO and chairperson. The indictment states that she owned and operated the company. ^{2 3 4}

documentedA business magazine reported in June 2018 that Holmes had dropped out of Stanford University to start the company in 2003. ⁵

documentedTheranos's Form D of July 8, 2010 lists Elizabeth Holmes and Ramesh Balwani as executive officers and directors, and Donald L. Lucas, Channing Robertson, Robert Shapiro and T. Peter Thomas as directors; Holmes signed the notice as President and CEO. ⁶

documentedAccording to the SEC's 2018 complaints, in 2009, as Theranos was on the verge of running out of money, Holmes turned to Ramesh "Sunny" Balwani, then her boyfriend, to guarantee a line of credit for the company; Balwani guaranteed it, joined Theranos and became its President and Chief Operating Officer that same year. ^{10 11}

documentedThe SEC complaint states that Balwani was President and Chief Operating Officer of Theranos from September 2009 to May 2016. The U.S. Attorney's Office said in 2018 that he worked at Theranos from September 2009 through 2016 and at times served as a member of the board of directors, as president and as chief operating officer. ^{10 12 13}

qualification

The U.S. Attorney's 2022 sentencing release gives his employment as running from September 2009 through July 2016, while the SEC complaint and Theranos's own May 2016 announcement place his departure in May 2016; Theranos's May 2016 announcement said he would continue to support the transition process through its completion.

documentedThe Ninth Circuit's opinion states that the precise division of responsibilities between Holmes and Balwani was disputed at their trials, but that evidence at both trials showed Balwani oversaw operations in Theranos's patient-testing laboratory and was the primary contact for its relationships with retailers, including Safeway and Walgreens. ²

documentedThe Ninth Circuit's opinion states that Balwani was in a romantic relationship with Holmes from 2004 to 2016, and the HHS Departmental Appeals Board described it as an "on and off" relationship. ^{2 3}

documentedThe SEC alleged that from the time Balwani joined Theranos until his departure in 2016 the company had no senior managing executives other than Holmes and Balwani, and that they were its sole managing executives during 2013 to 2015. ¹⁰

documentedThe SEC's complaint states that Holmes, as CEO and Chairman of the Board, was paid a salary of about $200,000 to $390,000 a year between 2013 and 2015, exercised about 53.7 million stock options in the same period and received super-majority voting Class B common shares that gave her almost complete voting control; it adds that she had never sold any Theranos stock. ¹⁰

documentedAccording to the SEC's complaint against him, Balwani received a salary of between about $99,000 and $200,000 from 2013 through 2015. ¹¹

documentedA 2018 order in the indirect-investor class action against Theranos (N.D. Cal. No. 16-cv-06822-NC) records that Theranos's first website press release, dated July 29, 2013, announced James Mattis and Richard Kovacevich as board members, joining a board that already included Henry Kissinger, Samuel Nunn and William Perry. The same order describes Holmes as Theranos's CEO and Chairwoman and Balwani as its former President, Chief Operating Officer and board member. ¹⁶

documentedTheranos's 2013 annual report to the Florida corporate registry, filed on July 30, 2013 and signed by Ramesh Balwani as President, lists Elizabeth Holmes as CEO and Chairman, Balwani as President and COO, and George Shultz, Gary Roughead, William Perry, Samuel Nunn, Richard Kovacevich, James Mattis and Henry Kissinger as directors. ¹⁷

documentedThe 2014 annual report to the Florida registry, filed on August 6, 2014, lists the same officers and directors and adds William Frist, William Foege and Riley Bechtel as directors, so that these three joined the board between July 30, 2013 and August 6, 2014. ¹⁸

documentedThe Florida registry record of Theranos, Inc., updated by the annual report of April 27, 2015, lists Elizabeth Holmes as CEO and Chairman, Ramesh Balwani as President and COO, and ten directors: George Shultz, Gary Roughead, William Perry, Samuel Nunn, James Mattis, Richard Kovacevich, Henry Kissinger, William Frist, William Foege and Riley Bechtel. ¹⁹

documentedA business magazine described Theranos's board on October 15, 2015 as twelve people: CEO and Chairwoman Elizabeth Holmes, Henry Kissinger, Bill Perry, George Shultz, Sam Nunn, Bill Frist, Gary Roughead, James Mattis, Dick Kovacevich, Riley Bechtel, William Foege and Sunny Balwani. ²¹

qualification

The magazine called Balwani the company's "president and CEO"; his title was President and Chief Operating Officer. Two weeks later Theranos said the board had already been reduced in July 2015.

documentedA life-sciences news site described Theranos's board of counselors, created in 2015, as consisting largely of members with strong political and government ties, including Henry Kissinger, George Shultz and Sam Nunn. Theranos's May 2016 announcement states that William Foege and Richard Kovacevich had moved from the board of directors to this advisory group before returning to the board, and that Foege also sat on the company's Scientific and Medical Advisory Board. ^{24 25}

documentedAccording to a national newspaper, David Boies, chairman of the law firm Boies, Schiller & Flexner LLP that he founded, became Theranos's outside counsel after two of the company's investors approached him in 2011; in November 2016 he and the firm stopped doing legal work for Theranos after a disagreement over the strategy for handling government investigations. A life-sciences news site reported in December 2016 that there was no indication he had given up his board seat. ^{26 24}

documentedBusiness press reports in October 2015 said that David Boies had joined Theranos's board and leadership, and a business news site wrote in March 2018 that Boies had served the company for a period both as outside counsel and as a board member. ^{22 23 27}

qualification

An online encyclopaedia dates Boies's agreement to join the board to February 2016, later than the October 2015 press reports.

documentedBoies, Schiller & Flexner announced on May 7, 2015 that Heather King, a litigation partner in its Washington, D.C. office, had been appointed general counsel of Theranos, a client of the firm. Press reports in November 2015 still identified her as Theranos's general counsel. ^{29 30}

documentedOn May 11, 2016 Theranos announced that President and Chief Operating Officer Sunny Balwani would retire and leave the board while supporting the transition, that it was searching for executives to lead new technology and clinical-operations divisions, and that three directors were joining the board: Fabrizio Bonanni, a former Amgen and Baxter International executive, William Foege, a former director of the Centers for Disease Control, and Richard Kovacevich, a former Wells Fargo chief executive. ^{25 31}

documentedOn December 1, 2016 Theranos announced the immediate appointment of technology executive Daniel J. Warmenhoven to its board in place of the retiring director Riley P. Bechtel, who had health issues and whom Holmes called a shareholder, and said that its Board of Counselors would be retired on January 1, 2017. A magazine reported that former senators Bill Frist and Sam Nunn, former secretaries of state Henry Kissinger and George P. Shultz and former Secretary of Defense William Perry would step down effective January 1. ^{32 33}

documentedA business news site listed Theranos's board of directors in December 2016 as Elizabeth Holmes, James N. Mattis, David Boies, Daniel Warmenhoven, William H. Foege, Richard Kovacevich and Fabrizio Bonanni, and named Henry A. Kissinger, William H. Frist, Sam Nunn, William J. Perry, George P. Shultz and Gary Roughead as the board of counselors members who would no longer be with the company. ³⁴

documentedJames Mattis served on Theranos's board from 2013 until December 2016, according to television news coverage of the trial; a Pentagon spokesman told a business news site that he resigned from the board on December 16, 2016, before his confirmation as Secretary of Defense. ^{14 27}

documentedStevanato Group's 2021 IPO prospectus states that Fabrizio Bonanni's past board memberships include Theranos, where he chaired the Compliance and Quality Committee. ³⁷

documentedTheranos's Form D signed on May 25, 2017 lists Elizabeth Anne Holmes as an executive officer and director, signing as Chief Executive Officer, and Fabrizio Bonanni, William Foege and Daniel Warmenhoven as directors. ³⁸

documentedA business news site reported in March 2018, citing Theranos's website, that William Foege remained a Theranos board member, and noted that Richard Kovacevich had also served on the board. ²⁷

qualification

Foege's continued membership in 2018 rests on the company website as reported by the press; Theranos made no later filing listing its directors.

documentedOn June 15, 2018 Theranos's board announced that Elizabeth Holmes had stepped down as Chief Executive Officer and that David Taylor, the company's General Counsel, had been appointed Chief Executive Officer and General Counsel; Holmes remained with the company as Founder and Chair of the Board. ³⁹

documentedDavid Taylor's law-firm profile describes him as Theranos's last General Counsel (2016 to 2018) and ultimately its CEO, who led a team that secured $100 million in debt financing before winding the company down; it lists his later positions as owner of Taylor Strategic PC (2018 to 2020) and partner of Keller Benvenutti Kim LLP from 2020. ⁴⁰

documentedThe Hoover Institution's profile of George Pratt Shultz, who died on February 6, 2021, describes him as a Distinguished Fellow of the institution, one of two people to have held four different federal cabinet posts, and for eight years president of a major engineering and construction company. Bechtel Group's 2001 Schedule 13D lists him as a director of Bechtel Group, Inc., a former U.S. Secretary of State and a former President of Bechtel Group. ^{41 42}

documentedBechtel Group, Inc.'s 2001 Schedule 13D describes it as a Delaware holding company for companies providing engineering, construction and finance services, with its principal office at 50 Beale Street, San Francisco, and as the owner of 100% of the stock of Bechtel Corporation. ⁴²

documentedAccording to the U.S. Department of State's Office of the Historian, Henry A. Kissinger served as Secretary of State from September 23, 1973 to January 20, 1977 and as National Security Adviser from January 20, 1969 until November 3, 1975. ⁴³

documentedThe Defense Department's historical office records that William J. Perry co-founded and led the electronics firm ESL, Inc. from 1964 to 1977, was under secretary of defense for research and engineering from 1977 to 1981 and managing director of the investment bank Hambrecht and Quist until 1985, and served as Secretary of Defense from February 3, 1994 to January 23, 1997, after which he returned to Hambrecht and Quist as a senior adviser and to the Stanford University faculty. ⁴⁴

documentedThe Coca-Cola Company's 1997 proxy statement describes Sam Nunn as a member of the U.S. Senate from 1972 through 1996, a partner of the law firm King & Spalding since January 1997 and a Coca-Cola director since January 3, 1997. ⁴⁵

documentedThe U.S. Senate's biography of William H. Frist of Tennessee describes a heart and lung transplant surgeon who practised for 16 years, was elected to the Senate in 1994, chaired the National Republican Senatorial Committee from 2000, became Senate majority leader and retired in 2007. ⁴⁶

documentedNorthrop Grumman's leadership page states that Admiral Gary Roughead retired in September 2011 after four years as the U.S. Navy's 29th chief of naval operations, was elected to Northrop Grumman's board in 2012 and is a fellow of the Hoover Institution at Stanford University. ⁴⁷

documentedGeneral Dynamics' 2015 proxy statement describes James N. Mattis as a U.S. Marine Corps general who retired in 2013 after commanding U.S. Central Command from 2010 to 2013, and as one of three independent directors added to the General Dynamics board since 2013. ⁴⁸

documentedCisco Systems' 2012 proxy statement records that Richard M. Kovacevich was chairman of Wells Fargo & Company from April 2001 to December 2009 and its chief executive officer from November 1998 to June 2007, had been chief executive of Norwest Corporation from 1993 until its 1998 merger with Wells Fargo, and had been a Cisco director since January 2005. ⁴⁹

documentedBechtel's leadership page states that Riley P. Bechtel was elected to the board of Bechtel Group, Inc. in August 1987, became its president and chief executive officer in June 1990 and chairman in January 1996, stepped down as chief executive in February 2014 and remained non-executive chairman until April 2017, when he became a non-executive director. Bechtel Group's 2001 Schedule 13D lists him as Chairman and Director. ^{50 42}

documentedThe World Health Organization reported that Dr William H. Foege, best known for devising the strategy that led to the eradication of smallpox, died on January 24, 2026. He was Director of the U.S. Centers for Disease Control and Prevention from 1977 to 1983, Executive Director of The Carter Center from 1986 to 1992 and President and CEO of the Task Force for Global Health. ⁵¹

documentedDavid Boies became a partner of Cravath, Swaine & Moore in 1973 and left in 1997 to establish, with Jonathan Schiller, the firm now known as Boies, Schiller & Flexner LLP, according to an online encyclopaedia; the firm's own 2015 release identifies him as its Chairman. ^{28 29}

documentedTheranos's December 2016 announcement describes Daniel J. Warmenhoven as chief executive officer of NetApp from 1994 through 2009 and executive chairman of its board from 2009 through 2014, previously chairman, president and CEO of Network Equipment Technologies and a senior manager at Hewlett-Packard after more than ten years at IBM, and at that time a director of Bechtel Group, Inc. and Palo Alto Networks. Palo Alto Networks' 2018 proxy statement lists him as its lead independent director since March 2012 and a former director of Aruba Networks. ^{32 52}

documentedA regional newspaper reported in December 2016 that Warmenhoven sat on the boards of Palo Alto Networks, the Bechtel Group and the Tech Museum of Innovation, and quoted him recalling the time when Redback Networks, where he was lead director, filed for Chapter 11 bankruptcy. ³⁵

documentedAccording to Theranos's May 2016 announcement, Fabrizio Bonanni retired in 2013 as executive vice president of Amgen after 14 years in which he was senior vice president for quality and compliance and for manufacturing and then executive vice president for operations; from 1974 to 1999 he was a corporate vice president of Baxter International. Stevanato Group announced in September 2013 that he had joined its board. ^{25 53}

documentedOracle's 1999 proxy statement describes Donald L. Lucas as an Oracle director since March 1980 and chairman of its board from October 1980 to March 1990, a venture capitalist since 1960 and a director of Cadence Design Systems, Coulter Pharmaceutical, Macromedia, Transcend Services and Tricord Systems; the proxy's covering letter is signed by Lawrence J. Ellison as Oracle's chairman and chief executive. A Stanford institute's obituary describes Lucas, who died on December 27, 2019, as one of Silicon Valley's earliest venture capitalists. ^{54 55}

documentedAt Road, Inc.'s 2003 proxy statement describes T. Peter Thomas as a managing director of the venture capital firm Institutional Venture Management since November 1985 and a director of Atmel and Transmeta. A 2011 SEC ownership filing states that he was a managing director of ATA Management I, LLC, the general partner of ATA Ventures I, L.P. and two related ATA funds. ^{56 57}

documentedDolby Laboratories' 2025 proxy statement describes Avadis Tevanian, Jr. as a Dolby director since February 2009, co-founder in July 2015 of the venture firm NextEquity Partners, and earlier Apple's software chief technology officer from 2003 to 2006 and vice president of engineering at NeXT. ⁵⁹

documentedRiley Bechtel was also a Theranos shareholder: Holmes called him one in the December 2016 announcement of his departure, and a business news site reported that a national newspaper had disclosed his previously undisclosed investment a few days earlier. ^{32 34}

documentedThe SEC's 2018 complaint describes Theranos, Inc. as a Delaware corporation established by Elizabeth Holmes in 2003; the Department of Justice and the federal courts likewise date the company's founding to 2003, the year before the Delaware certificate of incorporation was filed. ^{1 2}

documentedThe SEC's EDGAR record for Central Index Key 0001313697 identifies the registrant as Theranos Inc, with employer identification number 20-1231826 (written 201231826), state of incorporation Delaware and a December 31 fiscal year end; it lists no ticker or exchange, and gives 1701 Page Mill Road, Palo Alto, California 94304 as its business address. ³

documentedIn its Form D of July 8, 2010 Theranos Inc reported its previous name as RealTime Cures, Inc., its form as a corporation organised in Delaware more than five years earlier, and its principal place of business as 3200 Hillview Avenue, Palo Alto, California 94304. ⁴

documentedThe SEC's 2018 complaint gives Theranos's principal place of business as Newark, California, and as Palo Alto, California during 2013 to 2015. The 2020 superseding indictment describes a Delaware corporation with its principal place of business in Palo Alto, and the Justice Department's 2022 release calls Theranos a now-defunct blood testing company based in Palo Alto and Newark. ^{1 2 5}

documentedPatent assignment records at the USPTO give Theranos, Inc.'s address as 1430 O'Brien Drive, Suite H, Menlo Park, California in an assignment recorded on December 14, 2005, and as 3200 Hillview Avenue, Palo Alto in a later assignment record. Theranos's annual reports to the Florida corporate registry list 1601 S California Ave, Palo Alto in 2013 and 2014 and 1701 Page Mill Road, Palo Alto from April 27, 2015. ^{6 7 8 9}

documentedThe Florida Division of Corporations registered Theranos, Inc. on May 1, 2012 as a foreign profit corporation (document number F12000001870, FEI/EIN 20-1231826, state of incorporation Delaware). Annual reports were filed for 2013, 2014 and 2015; the registration was revoked for failure to file an annual report (event filed September 23, 2016) and is inactive, and its registered agent resigned on August 27, 2019. ⁹

documentedThe December 2004 restated certificate authorised Theranos to issue 53,500,000 shares with a par value of $0.0001: 40,000,000 shares of common stock and 13,500,000 shares of preferred stock, all designated Series A Preferred Stock with a conversion price of $0.75 per share. ¹

documentedTheranos's EDGAR filing index contains two electronic Form D notices of exempt securities offerings, filed on July 8, 2010 and May 30, 2017, and seven paper Regulation D filings (REGDEX and REGDEX/A) from January 2005 to November 2006. It contains no annual or quarterly reports: Theranos remained a private company, and the Ninth Circuit noted that its shares were not publicly traded. ^{2 3}

documentedTheranos's Form D of July 8, 2010 reported an offering of equity securities under the Rule 506 exemption with a total offering amount of $100,000,005, of which $45,000,000 had been sold by the filing date, the first sale having taken place on July 1, 2010; one investor had invested at the time of filing. ⁵

documentedThe SEC alleged that from late 2013 to 2015 Holmes, Balwani and Theranos raised over $700 million from investors in two financing rounds, at a time when, in late 2013, Theranos had about $30 million in cash and short-term securities. The Justice Department said that by March 2015 Theranos had raised more than $730 million from "Series C-1" and "Series C-2" investors. The Ninth Circuit's opinion places the C-1 sales in late 2013 and the offer of C-2 shares to new investors in 2014. ^{6 7 3}

documentedThe May 31, 2018 class-certification order in the indirect-investor class action against Theranos (N.D. Cal. No. 16-cv-06822-NC) records that Theranos had sold Series A, Series B and Series C Preferred stock and that from January 2013 to October 2016 it sold Series C-1 and C-2 Preferred Stock to more than 30 individuals and investment entities, in amounts from about $50,000 to about $125 million; one buyer, Lucas Venture Group XI, LLC, paid just over $7 million for 471,333 Series C-1 shares. ⁸

documentedThe same order describes investment funds that held or planned to buy Theranos stock with money from their own investors: Peer Ventures Group IV, LP (individual contributions from $15,000 to $17,350,200), Lucas Venture Group XI, LLC, Lucas Venture Group IV, LP and Black Diamond Ventures XII-B, LLC. Celadon Technology Fund VII, LLC bought 410,000 Series C Preferred shares from another investor on December 15, 2015. ⁸

qualification

The order describes Celadon's 410,000 shares both as Series C Preferred and, in a later passage, as Series C-1 Preferred.

documentedAccording to 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; in November 2013 Balwani told Holmes that the company was down to $15 million in cash while spending up to $2 million a week. The SEC alleged that Theranos recorded little more than $100,000 of revenue in 2014, and the Ninth Circuit notes that it reported only $1,944,948 of total income to the IRS for 2015. ^{3 6}

documentedAccording to the SEC, in early 2014 Holmes persuaded Theranos's board and shareholders to adopt a resolution that split the company's stock in a 1-to-5 ratio to allow for future fundraising and created Class B shares with 100 votes each, to be issued only to her; afterwards she owned just over half of the outstanding shares but over 99 percent of the voting power. ⁶

qualification

The SEC adds that shareholders were given only a few days to consider and vote on the resolution.

documentedAccording to the Justice Department's account of the trial evidence, Balwani owned nearly 30 million Theranos shares, more than 6 percent of the company. ⁷

documentedPress accounts name Theranos's investors differently: a magazine reported in December 2016 that it had raised more than $686 million from investors including Draper Fisher Jurvetson, Walgreens and Rupert Murdoch, reaching a $9 billion valuation; a business news site, citing a private-market data provider, wrote in March 2018 that it had raised more than $900 million, including $100 million of debt financing in December 2017, from investors including Larry Ellison, Draper Fisher Jurvetson, Betsy DeVos, Rupert Murdoch, Walgreens and BlueCross BlueShield. ^{9 10}

qualification

Totals differ because the sources count different periods and instruments; the restitution order identifies the investors whose losses the court found.

documentedPartner Investments, L.P., a San Francisco investment fund organised as a Delaware limited partnership (SEC Central Index Key 0001343211), reported in a 2014 Form D/A that its general partner is Partner Fund Management, LLC. ¹¹

documentedThe SEC's complaint states that in 2017 Theranos conducted a tender offer to recapitalise certain investors from its later fundraising rounds, as part of which Holmes returned about 34 million of her shares to the company. The 2018 class-certification order in the indirect-investor class action records that between August 2016 and August 2017 Theranos negotiated a share offer and exchange with holders of Series C-1 and C-2 Preferred stock, and that Black Diamond Ventures XII-B, Lucas Venture Group XI and Peer Ventures Group IV took part and released their claims against Theranos; it also notes that Series C, C-1 and C-2 Preferred rank ahead of Series A and B Preferred. ^{6 8}

documentedTheranos's Form D of May 2017 reported a Rule 506(b) offering of $582,200,318, fully sold, with a first sale on May 15, 2017 and 34 investors; the amount represents the aggregate original issue price of the securities tendered in Theranos's exchange offer to existing holders of its preferred stock. ¹²

documentedIn announcing the March 2018 settlement, the SEC said that Holmes agreed to give up majority voting control of Theranos and to a reduction of her equity which, combined with shares she had previously returned, materially reduced her stake; because of the company's liquidation preference she would not profit from her ownership on a sale or liquidation until, assuming redemption of certain warrants, over $750 million had been returned to defrauded investors and other preferred shareholders. ¹⁶

documentedTheranos and Holmes agreed on March 14, 2018 to settle the SEC's fraud charges without admitting or denying the allegations: Holmes agreed to pay a $500,000 penalty, to be barred from serving as an officer or director of a public company for 10 years, to return the remaining 18.9 million shares she obtained during the fraud and to give up her voting control by converting her Class B shares into Class A shares. The settlements were subject to court approval. ^{16 18}

outcome

Judge Edward J. Davila signed final judgments against Elizabeth Anne Holmes and Theranos, Inc. on March 27, 2018 and the case was closed.

documentedThe investor counts of the third superseding indictment are tied to wire transfers into Theranos's Comerica Bank account in Palo Alto: $99,990 on December 30, 2013 (Investor #1), $5,349,900 (Investor #6) and $4,875,000 (Investor #2) on December 31, 2013, $38,336,632 on February 6, 2014 (Investor #3), and $99,999,984 (Investor #4) and $5,999,997 (Investor #5) on October 31, 2014. ³

qualification

The indictment identifies the investors only by number; investor funds were deposited in the Comerica Bank account, according to the indictment.

documentedIn May 2023 the district court ordered Holmes and Balwani, jointly and severally, to pay $452,047,268 in restitution: about $397 million to the twelve investors identified at sentencing and $54.5 million to two further victims, Safeway and Walgreens. The court credited amounts Theranos had already paid three investors in civil settlements but did not treat the residual value of Theranos shares as returned property. ^{3 19}

documentedThe restitution schedule attached to Balwani's judgment lists, among the payees, Keith Rupert Murdoch ($124,999,997), RDV Corporation ($99,999,984), Peer Ventures Group ($93,499,912), PFM Funds ($52,639,998), Walgreens ($40,000,000), Safeway ($14,500,000), Lucas Venture Group ($7,570,005), Moseley Family Holdings ($5,999,997), Black Diamond Ventures ($5,349,900), Richard Kovacevich ($4,149,990), Hall Group ($1,875,000) and Mendenhall TF Partners ($1,312,500), together with two further individual investors. ³

qualification

The schedule's printed total reads $453,047,268.00, $1,000,000 more than the sum of its rows and the $452,047,268 ordered; the two further individual investors are private persons and are not named here.

documentedAccording to the SEC's complaint, in late 2017, on the verge of bankruptcy, Theranos obtained a term loan secured on the value of its patent portfolio that it expected to fund about one more year of work on the miniLab. Theranos's 2018 letter to stockholders identifies the lender as Fortress, and David Taylor's law-firm profile says he led the team that secured $100 million of debt financing before the company was wound down. ^{6 20 21}

documentedThe letter said Theranos intended to make an assignment for the benefit of creditors under California law and then file a certificate of dissolution under Delaware law, to seek board and shareholder consent that week and to proceed from Monday, September 10, 2018; because the cash was far from sufficient to pay creditors in full, there would be no distributions to shareholders. ^{20 24}

documentedThe Walgreens counterparty in the Theranos agreements and lawsuits is Walgreen Co., an Illinois corporation registered with the SEC under Central Index Key 0000104207 with its address at 108 Wilmot Road, Deerfield, Illinois; in a July 2018 court filing it identified Walgreens Boots Alliance, Inc. as its corporate parent. ^{1 2}

documentedWalgreen Co.'s list of subsidiaries as of August 31, 2012 includes WVC Investments, LLC, a Delaware company, and Walgreen Arizona Drug Co., an Arizona company whose direct parent is Walgreens Hastings Co. ³

documentedAccording to Walgreens' complaint as summarised in a 2017 report and recommendation of the U.S. District Court for the District of Delaware, Theranos sent Walgreens a Regulatory Summary on May 7, 2010 stating that its finger-stick technology had been approved for launch in clinical studies and that Theranos intended to open two laboratories; relying on these representations and its own due diligence, Walgreens entered into an initial Master Services Agreement with Theranos on July 30, 2010. The HHS Departmental Appeals Board describes the 2010 contract as a Master Purchase Agreement aimed at introducing a blood testing service in Walgreens stores nationwide. ^{4 5}

documentedThe HHS Departmental Appeals Board found that Theranos's 2010 agreements with Walgreens and Safeway stated that Theranos had developed devices that could run any blood test in real time for less than the cost of central laboratory tests, and that Theranos told Walgreens of a "Medicaid/Medicare Opportunity" while telling other investors that it billed Medicare and Medicaid. ⁵

documentedUnder a Master Services Agreement signed on June 5, 2012, Theranos Wellness Centers were to operate inside Walgreens stores, where technicians would collect blood that was expected to be tested at one of two CLIA-certified laboratories owned and operated by Theranos, with results sent to the requesting physician. Walgreens agreed to pay an Innovation Fee of up to $100 million, which it paid in full under a December 2013 amendment, and to provide $40 million in exchange for a $40 million convertible note. ⁴

documentedWalgreens exercised its right to purchase the convertible note through WVC Investments, a wholly owned subsidiary of Walgreen Co., with Wade Miquelon signing the purchase documents as WVC's President; in the 2016 lawsuit Theranos argued that it owed the note obligation to WVC rather than to Walgreens. ⁴

documentedThe Wellness Center pilot began on March 20, 2013 at a single Walgreens store in Phoenix, Arizona; on September 9, 2013 Theranos announced that it would roll out Wellness Centers inside Walgreens stores, and from late 2013 it offered tests to the public in Walgreens stores in Palo Alto, California and in Phoenix and the surrounding area. By the fall of 2015 there were 41 Theranos Wellness Centers. ^{4 8}

documentedThe Justice Department said that trial evidence showed representations to investors that Theranos would increase its Wellness Centers in Walgreens stores from a few dozen to 900 while Balwani and Holmes knew the relationship was stagnating; the SEC alleged that Balwani, who managed the relationship, told investors in late 2014 that Theranos expected to roll out to hundreds of stores of a national pharmacy chain in 2015 and drafted projections assuming 800 or 900 stores by the end of 2015. ^{11 12}

qualification

The SEC complaint does not name the pharmacy chain, which it calls "Pharmacy A".

documentedOn January 28, 2016 Walgreens sent Theranos a notice of breach of the Master Services Agreement, citing the deficiencies CMS had found at Theranos's Newark laboratory. Walgreens terminated the agreement for cause by letter of June 12, 2016 and closed all Theranos Wellness Centers. ⁴

response

Theranos answered on February 4, 2016 that many of the violations identified by CMS had already been corrected and that the CMS letter identified curable deficiencies, and accused Walgreens of breaching the agreement by closing the Wellness Center in California before the cure period had expired.

documentedTheranos announced on August 1, 2017 that it had settled with Walgreens, which would dismiss its lawsuit "with no finding or implication of liability"; the terms were confidential. A national newspaper reported the settlement at less than $30 million, against the $140 million Walgreens said it had spent on the partnership. ^{13 14}

qualification

The settlement amount is the newspaper's report, not a disclosed term.

documentedWalgreen Co. sued Theranos, Inc. in the U.S. District Court for the District of Delaware on November 8, 2016 (C.A. No. 16-1040), alleging breach of the Amended and Restated Master Services Agreement and seeking repayment of the $100 million Innovation Fee and the $40 million paid for the convertible note, together with damages. On July 27, 2017 Magistrate Judge Mary Pat Thynge recommended denying Theranos's motion to dismiss the counts concerning the note and the claim for breach of the implied covenant of good faith. ^{2 3 4}

outcome

Theranos announced on August 1, 2017 that it had settled with Walgreens, which would dismiss the suit with no finding or implication of liability; a second Walgreens suit in 2018 ended in a $5,000,000 judgment against Theranos.

documentedWalgreen Co. sued Theranos again in the District of Delaware on July 2, 2018 (Case 1:2018cv00989) for breach of contract under seal; on October 1, 2018 Judge Richard G. Andrews granted Walgreens summary judgment and ordered Theranos to pay $5,000,000 in damages with prejudgment interest at 7.5% and post-judgment interest at 2.5%, and the case was closed. ⁴

qualification

The basis of the $5 million claim, apparently a payment due under the 2017 settlement, was not retrieved; the research left it as an open question.

documentedOn March 11, 2019, the deadline for claims against the assignment estate, Walgreens filed a general unsecured claim against Theranos's assignee for the benefit of creditors based on a promissory note and a judgment for payment arising from a settlement agreement. Under a 2023 settlement the Walgreens claim was allowed at $45,000,000 for pro rata distribution with other unsecured claims. ⁵

documentedOn April 10, 2018 the Arizona court (Judge H. Russel Holland) granted the motions to dismiss in part and denied them in part. It dismissed without leave to amend the RICO claims based on mail fraud against all defendants and several plaintiffs' affirmative-misrepresentation claims against Walgreens and Theranos for lack of particularity, but allowed fraud-by-omission claims against all defendants, negligence, breach-of-contract and unjust-enrichment claims against Walgreens and Theranos, aiding-and-abetting claims against Walgreens and RICO claims based on wire fraud against all defendants to proceed. ¹

documentedThe Arizona court held that the Attorney General's consent decree did not moot the consumers' claims: it repaid their out-of-pocket costs, but Walgreens, Holmes and Balwani had disgorged no profits and the decree did not address punitive damages. ¹

documentedThe court certified a class of purchasers of Theranos tests by an order of March 6, 2020. All parties except Elizabeth Holmes settled: Walgreens Boots Alliance, Inc. and Walgreen Arizona Drug Co. agreed to pay $44 million into a settlement fund, Ramesh Balwani withdrew his claims to Theranos's remaining assets, and Theranos (assignment for the benefit of creditors), LLC, the entity holding the remaining assets of the dissolved company, allocated about $1.33 million. U.S. District Judge David G. Campbell gave final approval on February 6, 2024. ^{9 5 10}

response

Walgreens and Balwani deny all allegations in the lawsuit.

outcome

The settlement created a non-reversionary $44 million fund intended to repay consumers about double their Theranos testing costs, with about $1,000 more for subclass members who had blood drawn at Walgreens.

documentedAccording to the 2018 indictment as described by the U.S. Attorney's Office, Theranos blood tests were sold to the public at Walgreens stores in California and Arizona, and patients paid Theranos, or Walgreens acting on Theranos's behalf, for tests and results. ¹

qualification

These are allegations of the indictment; the jury acquitted Holmes on the patient counts and convicted Balwani on them.

documentedOn January 3, 2022 a jury convicted Holmes of conspiracy to defraud investors (Count 1) and three counts of wire fraud on individual investors (Counts 6 to 8), involving wire transfers totalling more than $140 million. It acquitted her of the patient-fraud conspiracy (Count 2) and three counts of fraud on patients (Counts 10 to 12), and could not reach a verdict on three investor counts concerning C-1 investors (Counts 3 to 5); a further patient count (Count 9) had been dismissed during the trial. ^{5 6 7}

outcome

The amended judgment of May 30, 2023 recorded her as guilty on Counts 1, 6, 7 and 8, not guilty on Counts 2, 10, 11 and 12, and dismissed Counts 3, 4, 5 and 9.

documentedOn November 18, 2022 U.S. District Judge Edward J. Davila sentenced Holmes to 135 months (11 years and 3 months) in federal prison and three years of supervised release, without a fine, and ordered her to surrender on April 27, 2023. The court found that the offence involved ten or more victims and caused a loss of $120 million, giving a guideline range of 135 to 168 months. ^{2 6}

documentedTried separately in a four-month trial, Balwani was convicted on July 7, 2022 on all twelve counts: conspiracy to defraud Theranos investors (Count 1), conspiracy to defraud Theranos patients (Count 2), investor wire fraud (Counts 3 to 8) and patient wire fraud (Counts 9 to 12). ^{5 6}

documentedOn December 7, 2022 Judge Davila sentenced Balwani to 155 months (12 years and 11 months) in federal prison, to be followed by three years of supervised release, for fraud that, in the U.S. Attorney's words, risked patient health by misrepresenting the accuracy of Theranos's blood analysis and defrauded Theranos investors of millions of dollars; his guideline range was the same 135 to 168 months as Holmes's. His judgment (USDC Case Number CR-18-00258-002 EJD) imposes 155 months on each of Counts 1 to 12, to run concurrently, a special assessment of $1,200 and a monetary penalty of $25,000. ^{5 6}

documentedBalwani was ordered at sentencing to surrender on March 15, 2023, and in March 2023 Judge Davila denied his motion to remain free pending appeal; the second amended judgment in his case gives a surrender date of April 20, 2023. A business news site reported that Balwani reported to a California prison in April 2023 and Holmes to a Texas prison on May 30, 2023. ^{5 6 8 9 10}

qualification

The sources give different surrender dates for Balwani, March 15 in the 2022 sentencing announcement and April 20, 2023 in the amended judgment; the press reported that he entered prison in April.

documentedThe HHS Departmental Appeals Board noted that Holmes's restitution obligation comprised $322,747,296 owed to business entities and $129,299,972 owed to individuals. ⁷

documentedOn February 24, 2025 a Ninth Circuit panel (Judges Schroeder, Nguyen and Nelson; opinion by Judge Nguyen) affirmed Holmes's and Balwani's convictions, their sentences and the $452 million restitution order (Nos. 22-10312, 22-10338, 23-1040, 23-1166 and 23-1167; 129 F.4th 636). On December 22, 2025 the court amended the opinion and denied Balwani's petitions for panel rehearing and rehearing en banc. On appeal Holmes was represented by Williams & Connolly LLP and John D. Cline, and Balwani by Corr Cronin LLP and Orrick Herrington & Sutcliffe LLP, among others. ⁶

documentedA television news network reported that on May 8, 2025 the Ninth Circuit, in a four-sentence order, unanimously denied Holmes's petition for further hearings on her appeal. ⁹

documentedBalwani petitioned the U.S. Supreme Court for a writ of certiorari on May 21, 2026 (No. 25-1330, Ramesh Sunny Balwani v. United States), after Justice Kagan extended the filing deadline; the United States waived its right to respond, and on October 5, 2026 the Court denied the petition, Justice Thomas taking no part. ¹¹

documentedOn March 26, 2026 Judge Davila reduced Holmes's sentence by one year, to 10¼ years, under a retroactive guideline amendment (U.S.S.G. § 4C1.1) available to defendants who did not personally cause substantial financial hardship, accepting her argument that no individual investor-victim had shown such hardship. The government opposed the reduction, arguing that she had not accepted responsibility, had paid minimal restitution and was advising her partner on raising capital for a start-up whose prototype diagnostic device resembled Theranos's; the court was not persuaded. ¹²

qualification

Reported through an excerpt of the decision published on a legal blog.

documentedBefore the 2026 reduction, a television news network reported in May 2025 that Holmes's original sentence of 11¼ years had been reduced for good behaviour and that she was scheduled for release in August 2032. ⁹

documentedThe HHS Office of Inspector General notified Holmes on October 26, 2023 of its intent to exclude her from federal health care programs because of her conviction, and on December 29, 2023 excluded her from Medicare, Medicaid and all federal health care programs under section 1128(a)(3) of the Social Security Act, extending the exclusion beyond the five-year minimum to 90 years on the basis of four aggravating factors. ⁷

response

Holmes appealed, arguing that the exclusion rested on an interpretation of "in connection with the delivery of health care services" that depended on Chevron deference, that the 90-year period amounted to an unlawful lifetime bar, and that the amounts invested were an improper measure of the risk to federal programs.

outcome

An administrative law judge upheld the exclusion on April 25, 2025, and the Departmental Appeals Board affirmed it on January 16, 2026 (Decision No. 3222), noting that the Ninth Circuit had affirmed her conviction and that the record contained no evidence of a further appeal.

documentedAnnouncing the exclusion, HHS-OIG said that Holmes was excluded for 90 years because of her January 2022 conviction for wire fraud and conspiracy to commit wire fraud against Theranos investors, and that it had previously excluded Theranos's President, Ramesh Balwani, for 90 years following his conviction for conspiracy to commit wire fraud against Theranos's patients and investors. ¹³

documentedThe Delaware court's account records that in May 2016 Theranos issued corrected reports for every test run in 2014 and 2015 on its proprietary technology at both of its laboratories; its replacement Newark laboratory director, Kingshuk Das, estimated the corrected reports at 50,000, while Theranos put the number of voided or corrected tests at 31,000 and confirmed it had known of quality issues since September 2015. ¹

documentedCMS correspondence of 2016 identifies Theranos's clinical laboratory at 7333 Gateway Boulevard, Newark, California under CLIA number 05D2025714, with Sunil Dhawan, M.D. as laboratory director and Elizabeth Holmes and Ramesh Balwani as owners. ²

documentedTheranos also had a laboratory in Palo Alto, California and laboratories in Arizona, about which members of the House Committee on Energy and Commerce asked CMS in July 2016. CMS's 2017 laboratory registry lists Theranos's laboratory at 1365 N Scottsdale Road, Suite 350, Scottsdale, Arizona under CLIA number 03D2077896, with Daniel Young as director. ^{3 4}

documentedHolmes testified in the HHS exclusion proceedings that Theranos provided blood-testing services to the public and operated a clinical blood-testing laboratory from 2011 to 2016. ⁵

documentedKingshuk Das became director of the Newark laboratory in 2016: Theranos told CMS in a February 12, 2016 submission that he had been appointed, CMS noted that he did not begin his regulatory responsibilities until March 11, 2016, and the Ninth Circuit records that he began working at Theranos in March 2016. According to trial reporting, he worked there until June 2018 and testified that he voided every test run on the Edison devices in 2014 and 2015. ^{11 2 12 10}

documentedThe Ninth Circuit's opinion refers to Dr. Adam Rosendorff and Dr. Mark Pandori as two former Theranos laboratory directors whose testimony Balwani challenged on appeal; a laboratory-industry newsletter reported that Rosendorff, a pathologist, had testified that he quit because the technology did not work. ^{12 10}

qualification

The reason Rosendorff gave for leaving is his testimony as reported by the press.

documentedFDA investigators inspected Theranos's Newark site, as a medical device manufacturer, from August 25 to September 16, 2015 and issued a Form FDA-483 addressed to Ramesh Balwani as President and Chief Operations Officer. Its first observation states that devices requiring listing had not been listed and that Theranos was shipping an uncleared medical device, which it identified as Class I exempt, in interstate commerce between California, Arizona and Pennsylvania. ¹³

qualification

The device is named in press reports as the Nanotainer blood-collection tube.

documentedA life-sciences news site reported in October 2015 that the FDA's inspection reports, released that week, called Theranos's Nanotainer tubes an uncleared medical device not properly filed as a Class II device and that the agency had listed 13 concerns in its Form 483s. ^{14 15}

response

Theranos published a response saying that for several years it had been moving from CLIA laboratory guidelines to FDA guidelines, that it had sought FDA guidance for its laboratory structure and that it was working closely with regulators on clearance.

outcome

A business news site reported at the end of October 2015 that Theranos had announced earlier that month that it would stop using its finger-prick method for all tests except the herpes test the FDA had cleared in July.

documentedCMS conducted a CLIA recertification and complaint survey of Theranos's Newark laboratory in 2015; the onsite part ended on November 20, 2015 and the survey concluded on December 23, 2015. CMS found the laboratory out of compliance with five CLIA Condition-level requirements and numerous Standard-level requirements, and by letter of January 25, 2016 it notified Theranos that deficiencies in hematology amounted to immediate jeopardy to patient health and safety. ²

documentedOn March 18, 2016 CMS proposed sanctions against the Newark laboratory's CLIA certificate, with revocation as the principal sanction, citing immediate jeopardy, the failure to meet all Condition-level requirements and the failure of the laboratory's owners and director to comply with certificate requirements; the laboratory had until March 28, 2016 to respond. CMS found many of the laboratory's claims of correction not credible and its evidence not acceptable, including the absence of documentation that corrected reports had been issued to patients. In proposing a civil money penalty of $10,000 a day, it cited the five Condition-level failures, the immediate jeopardy in hematology that the laboratory had not removed, and its failure to meet the requirements for the director of a high-complexity laboratory. ^{2 11}

documentedIn its March 2016 notice CMS stated that it had confirmed with the California Department of Public Health that unlicensed personnel may not operate moderately complex testing instruments in California, that the laboratory relied on its written policies and procedures to ensure that appropriately licensed staff performed and reported patient tests, and that it questioned whether that mechanism would prevent the deficiencies from recurring if those policies were inconsistent with state requirements. CMS also noted that Theranos's February 12, 2016 submission said the laboratory directors of the survey period no longer held positions, but addressed the notice to Dr. Dhawan as director when the survey concluded. In July 2016 CMS rejected Theranos's statement that the absence of a full-time, on-site director had affected its corrections, noting that the survey-period director remained director until the new director took up his regulatory duties on March 11, 2016. ^{11 2}

documentedCMS's July 2016 letter quotes Theranos's own conclusion that there was a possible patient impact for every test reported from the laboratory's TPS 3.5 instruments, that the fraction of results truly affected was unknown, and that it had voided all patient test results reported from those instruments. ²

documentedBy letter of July 7, 2016 CMS determined that the Newark laboratory was not in compliance with CLIA Condition-level requirements and had not removed the immediate jeopardy, and imposed sanctions: revocation of its CLIA certificate and cancellation of its approval to receive Medicare payments, both effective September 5, 2016; limitation of the certificate for hematology and suspension of hematology payments from July 15, 2016; a civil money penalty of $10,000 a day from July 12, 2016; and a directed plan of correction requiring a list of all physicians and clients served since January 2014. ^{2 1 3 16}

qualification

CMS stated that the cancellation of Medicare approval would take effect even if the laboratory appealed; Theranos had 60 days to appeal to the Departmental Appeals Board.

response

Before the sanctions Theranos made several submissions to correct the deficiencies, all of which CMS rejected, and in response to CMS's action it voided two years of results from its Edison devices and issued corrected reports; it appealed the sanctions.

outcome

In April 2017 Theranos said it had settled with CMS: it would stay out of the blood-testing business for at least two years, CMS had withdrawn the revocation of its CLIA certificates and reduced the civil money penalty to $30,000, and Theranos would withdraw its appeal.

documentedThe July 2016 CMS letter states that on revocation of the CLIA certificate the laboratory's owners and operators, including its director, are prohibited from owning or operating a laboratory for at least two years; the letter lists Elizabeth Holmes and Ramesh Balwani as owners and Sunil Dhawan as director. A technology news site had reported in May 2016 that such sanctions could bar Balwani and Holmes from owning or running a lab for at least two years. ^{2 16}

qualification

The ban was tied to the revocation; Theranos said in April 2017 that under its settlement CMS had withdrawn the revocation and that it would stay out of the blood-testing business for at least two years. A 2017 news agency report nonetheless said that Holmes had been barred in 2016.

documentedOn July 26, 2016 Democratic members of the House Committee on Energy and Commerce wrote to CMS that they were conducting oversight of Theranos's failure to comply with federal clinical laboratory standards, noting that Theranos had recently voided two years of results from its Edison device, affecting thousands of patients. ³

documentedCMS's 2017 laboratory registry lists sanctions against Theranos's Scottsdale laboratory (CLIA 03D2077896) for Condition-level non-compliance with immediate jeopardy: a directed plan of correction from February 1, 2017, suspension of all Medicare and Medicaid payments and of the CLIA certificate from February 4, 2017, and cancellation of Medicare and Medicaid approval from March 28, 2017. ⁴

documentedIn April 2017 the Arizona Attorney General sued Theranos in Maricopa County Superior Court under the Arizona Consumer Fraud Act, alleging that between 2013 and 2016 it sold about 1,545,339 blood tests to about 175,940 Arizona consumers, yielding 7,862,146 results, of which it voided or corrected about 834,233, and that it misrepresented its testing's methodology, accuracy and reliability. Theranos denied the allegations but entered into a consent decree to pay $4,652,000 in restitution, $200,000 in civil penalties and $25,000 in attorney's fees. ^{19 6}

response

Theranos denied the allegations.

outcome

The Attorney General's office began mailing restitution checks in December 2017 and describes the settlement as closed, with a full refund for every Arizonan who bought a Theranos blood test.

documentedSafeway Inc., the supermarket chain that contracted with Theranos, is a Delaware corporation registered with the SEC under Central Index Key 0000086144, with employer identification number 94-3019135 (written 943019135) and its address at 5918 Stoneridge Mall Road, Pleasanton, California. ¹

documentedTheranos entered into a Master Purchase Agreement with Safeway, Inc. in 2010, according to the HHS Departmental Appeals Board; in it Theranos represented that it was a "health care provider" and "covered entity" under HIPAA. The SEC's complaint states that in September 2010 a national grocery chain, which it calls "Grocery A", contracted with Theranos to offer patient testing in its stores after Holmes told its then-CEO that Theranos had miniaturised the conventional laboratory and that its analysers were being deployed on the battlefield. ^{2 3}

qualification

The SEC complaint does not name the grocery chain.

documentedThe Ninth Circuit's opinion states that Theranos's partnerships with pharmaceutical companies began in 2008 and 2009 to study its technology and quickly soured; a Pfizer representative testified that Theranos's answers to technical due-diligence questions were evasive and that after 2008 Pfizer and Theranos had no meaningful business dealings, while Holmes admitted that she had personally put the logos of Pfizer, GlaxoSmithKline and Schering-Plough on reports about Theranos's technology. ⁵

documentedThe Ninth Circuit's opinion states that Theranos developed a relationship with the Department of Defense to explore using its Edison device in combat settings but that the application never materialised; James Mattis testified that the device was never put into the field, installed on a military medevac or used to treat service members on the battlefield. ⁵

documentedA health-care trade publication reported in July 2015 that Theranos planned to partner with the Harrisburg, Pennsylvania insurer Capital BlueCross to offer direct-to-consumer blood testing to its 1.3 million enrollees through Capital BlueCross stores and Theranos Wellness Centers in Central Pennsylvania, and that Theranos had signed a strategic alliance with the Cleveland Clinic earlier that year. A start-up data publisher lists the Cleveland Clinic as a partner and AmeriHealth Caritas and Capital BlueCross as insurers for which Theranos became the laboratory provider in Pennsylvania. ^{9 10}

qualification

The company's claims quoted in the July 2015 report, including that its technology was FDA-approved and could screen for hundreds of conditions, are its own statements at the time.

documentedCount 12 of the 2020 superseding indictment concerns an electronic funds transfer of $1,126,661 on August 3, 2015 from Theranos's Wells Fargo Bank account in California to Horizon Media, Inc.'s account in New York to buy advertisements for Theranos Wellness Centers. ⁵

qualification

The transfer is the wire charged in a patient-fraud count; Holmes was acquitted of the patient counts and Balwani convicted of them. Horizon Media is named only as the payee for advertising.

documentedIn the complaint against Holmes and Theranos the SEC sought injunctions against future violations, a civil penalty from Holmes, a bar on her serving as an officer or director of any publicly listed company, the return of the shares she obtained in the period, including 18,897,137 Class B shares, and the relinquishment of her super-majority voting shares; against Balwani it sought an injunction, a civil penalty and an officer-and-director bar. ^{1 2}

documentedThe SEC said it would litigate its claims against Balwani in the Northern District of California. On July 2, 2018 the court ordered SEC v. Balwani (5:18-cv-01603) related to SEC v. Holmes and reassigned it to Judge Edward J. Davila. ^{5 3}

qualification

The final outcome of the SEC's case against Balwani is not documented in the retained record.

documentedThe SEC's complaint states that in 2012, after concerns at the national pharmacy chain it calls "Pharmacy A", the two companies modified their contract into a two-phase roll-out: until Theranos obtained regulatory approval for its analysers, samples from the chain's stores would be transported to centralised laboratories operated by Theranos and tested on its miniLab there, and Theranos opened and operated two such laboratories. ¹

qualification

The SEC complaint does not name the chain; the Delaware court's account of the Walgreens agreement of June 2012 likewise describes testing at two Theranos laboratories.

documentedThe SEC's complaints record that in 2017 Theranos, Holmes and Balwani settled a lawsuit by an investor alleging securities fraud, and that Theranos settled a breach-of-contract suit by a national pharmacy chain it called "Pharmacy A". ^{2 1}

documentedAccording to the SEC's complaints, in 2016, after regulatory inspections of Theranos's clinical laboratories and manufacturing facility, Theranos and Holmes left the retail laboratory business to refocus on developing the miniLab, the two retail partners ended their relationships with Theranos, and Balwani left the company in May 2016. ^{1 2}

documentedFortress Investment Group LLC is a Delaware company registered with the SEC under Central Index Key 0001380393, with its offices at 1345 Avenue of the Americas, 46th Floor, New York. ¹

documentedOn December 11, 2017 Theranos Inc. assigned its interest in 284 patent properties to Theranos IP Company, LLC, of 7333 Gateway Boulevard, Newark, California; the assignment was recorded at the USPTO on December 12, 2017 (Reel/Frame 44838/0909). The assigned patents include U.S. Patent 9,858,660 on collecting and transmitting assay results, issued on January 2, 2018, with Elizabeth Holmes as inventor. ²

documentedOn the same day Theranos IP Company, LLC granted a security interest in the 284 patent properties to Fortress Credit Corp., care of Fortress Investment Group at 1345 Avenue of the Americas, New York; the 128-page instrument was recorded on December 12, 2017 (Reel/Frame 44839/0568), with Kirkland & Ellis LLP as correspondent for both recordings. ³

documentedIn a letter to stockholders in September 2018, CEO and General Counsel David Taylor wrote that Theranos was in default under the Fortress credit facility, that Fortress had the right to foreclose on all of the company's assets, including the intellectual property owned by a "special purpose subsidiary", and that Theranos owed at least $60 million to unsecured creditors. After an unsuccessful search for new investment and a sale through the investment bank Jefferies, the company proposed a settlement under which Fortress would take the company's interest in the subsidiary and its intellectual property but give up its rights to the remaining cash, estimated at about $5 million net of fees, for distribution to unsecured creditors. ⁵

documentedA public radio network reported on September 5, 2018 that David Taylor, who had become CEO in June, said Theranos would dissolve after attempting to pay creditors with its remaining cash of about $5 million. ⁷

documentedOn September 12, 2018 Theranos, Inc. executed a General Assignment of all its assets and liabilities to Theranos (assignment for the benefit of creditors), LLC ("Theranos ABC"), a California limited liability company acting solely as assignee for the benefit of Theranos's creditors; its manager, Michael A. Maidy, signed a 2023 settlement on its behalf. ⁸

documentedPatents continued to issue to Theranos IP Company, LLC after the wind-down, including U.S. Patent 10,533,994 on sample processing and fluid control (January 14, 2020) and U.S. Patents 10,634,667 and 10,670,588 on modular point-of-care devices (April and June 2020), with Elizabeth A. Holmes among the named inventors. Labrador Diagnostics' March 2020 complaint asserts ownership of the '994 patent by assignment. ⁹

documentedOn March 9, 2020 Labrador Diagnostics LLC, a Delaware limited liability company, sued BioFire Diagnostics, LLC and its parent bioMérieux S.A. (described in the complaint, on information and belief, as a Delaware company and a French company respectively) in the U.S. District Court for the District of Delaware (Case 1:20-cv-00348-MN) for infringing U.S. Patents 8,283,155 ("Point-of-Care Fluidic Systems and Uses Thereof", issued October 9, 2012) and 10,533,994, which it said it owned by assignment. The complaint alleged that bioMérieux, Inc. had agreed with the former owner of the '155 patent on or about June 5, 2018 to inspect patent assets. ¹⁰

documentedUnder an Agreement and Plan of Reorganization of November 4, 1999, filed with Commerce One, Inc.'s Form 8-K, COMMERCEBID.COM, Inc., a Delaware corporation whose principal shareholders included its chief executive Liron Petrushka and Ramesh Balwani, was to merge into a wholly owned subsidiary of Commerce One and become its wholly owned subsidiary in exchange for up to 785,714 shares of Commerce One common stock. ¹

documentedCommerce One's 1999 announcement stated that CommerceBid.com's CEO Liron Petrushka and President Ramesh Balwani would join Commerce One's executive management team, reporting to the vice president of the Commerce One Global Trading Web. ¹