SEC v. ANTHEM HAYEK BLANCHARD; and ANTHEM HOLDINGS COMPANY, No. 2:24-cv-02437, District of Kansas (Sept. 23, 2024) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF KANSAS
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
C.A. No.
v.
ANTHEM HAYEK BLANCHARD and ANTHEM
HOLDINGS COMPANY,
Defendants.
CO
MPLAINT
Plaintiff United States Securities and Exchange Commission (“SEC”), for its Complaint
against Anthem Hayek Blanchard (“Blanchard”) and Anthem Holdings Company (“Anthem
Holdings” or the “Company” and, together with Blanchard, “Defendants”), alleges as follows:
SUMMARY
1.Defendants Anthem Hayek Blanchard and Anthem Holdings Company told
investors and prospective investors a series of lies about Anthem Holdings’ financial prospects to
induce them to invest. Anthem Holdings was an early-stage company founded and controlled by
Blanchard, its CEO. In raising money from investors to fund its nascent software development
operations, Defendants asserted that Anthem Holdings had secured contracts it had not secured;
stated that Anthem Holdings was on the verge of closing deals when that was not true; projected
millions of dollars in revenue without any reasonable factual basis to believe the company would
actually earn that revenue; and referred to a large investment in the company that did not exist.
2
4-cv-2437

Based on these lies, the Defendants raised over $5 million from unsuspecting investors. Those
investors, many of whom reside in Kansas, have now lost their investment.
2. Defendants engaged in this fraud in connection with two securities offerings. In
connection with Anthem Holding’s “Series A” stock offering in 2020 and 2021, Defendants
made wildly inflated revenue projections based on supposed contracts that Blanchard knew the
Company would not obtain; further exaggerated those projections through incorrect financial
modeling; and lied about the Company’s business development pipeline—i.e., deal negotiations
the Company claimed were in advanced stages and expected to close. Through the “Series A”
offering, the Company raised $5 million from approximately 200 investors.
3. In connection with Anthem Holdings’ “Pre-Series B” convertible note offering in
2021 and 2022, Defendants told two prospective investors that the Company had clients that did
not exist; was close to securing clients when that was not true; and falsely told one of the
prospective investors that another group of investors had already committed to investing $1
million in the offering. Both prospective investors fell victim to Defendants’ fraud, and they
collectively invested $235,000.
4. By their actions, Defendants violated Section 17(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5].
5. The SEC seeks entry of a final judgment:
a. Permanently enjoining Defendants from future violations of
Section 17(a) and Section 10(b) and Rule 10b-5 by engaging in the

transactions, acts, practices, and courses of business alleged in this
complaint;
b. Enjoining the Company from directly or indirectly, including, but
not limited to, through any entity owned or controlled by the
Company, participating in the issuance, purchase, offer, or sale of
any security;
c. Enjoining Blanchard from directly or indirectly, including, but not
limited to, through any entity owned or controlled by Blanchard,
participating in the issuance, purchase, offer, or sale of any
security, provided, however, that such injunction shall not prevent
Blanchard from purchasing or selling securities for his own
personal account;
d. Barring Blanchard from serving as an officer or director of a public
company; and
e. Ordering Defendants to pay a civil monetary penalty.
DEFENDANTS
6. Anthem Hayek Blanchard, age 44, resides in Bartlesville, Oklahoma. He
founded the Company in 2019, served as its chief executive officer since its inception, and
controlled the Company at all relevant times.
7. Anthem Holdings Company is a private corporation incorporated in Delaware in
May 2019, with its principal place of business in Bartlesville, Oklahoma. The Company was in
the software development business but is no longer operating.

JURISDICTION AND VENUE
8. The SEC brings this action pursuant to authority conferred upon it by Sections
21(d) and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d)-(e)].
9. This Court has subject matter jurisdiction over this action under Section 22(b) of
the Securities Act [15 U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act, [15 U.S.C.
§ 78aa(a)], as well as Sections 20(b), 20(d)(1) of the Securities Act [15 U.S.C. § 77t(b), (d)(1)],
and Sections 21(d) and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d)-(e)].
10. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C.
§ 77v(a)] and Sections 21(d), 21A, and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u-1, and
78aa]. Certain of the acts, practices, transactions, and courses of business alleged in this
Complaint occurred within the District of Kansas. Among other things, Defendants made and
disseminated materially false and misleading statements to Kansas residents at in-person investor
solicitation meetings within the District of Kansas, and many of those Kansas residents
subsequently made investments in the Company.
FACTUAL ALLEGATIONS
I. Background
11. In May 2019, Blanchard formed Anthem Holdings to serve as a holding company.
In January 2020, he incorporated Hera Software Development, Inc. (“Hera”), a wholly owned
subsidiary of Anthem Holdings, purportedly to pursue a software development business focused
on using blockchain and similar “public protocol” technologies for, among other purposes,
cybersecurity and supply chain management (i.e., tracking products throughout supply chains).
At the time, Blanchard intended that Hera would be Anthem Holdings’ primary revenue source.

II. Defendants Offered and Sold Securities.
12. Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act
define “security” as including “any note [or] stock.” In its Series A offering, Defendants offered
and sold securities in the form of stock. In its Pre-Series B offering, Defendants offered and sold
securities in the form of notes.
A. Series A Offering
13. In or before March 2020, Blanchard began soliciting potential investors for what
he referred to as a “Series A” stock offering. Blanchard and the Company represented that they
intended to use the proceeds of the offering to fund the growth of Hera’s software development
business.
14. In or about mid-2020, Blanchard communicated with Individual 1, an SEC-
registered investment adviser representative based in Salina, Kansas, and the two set up in-
person meetings in Kansas where Blanchard could meet and solicit potential investors. These
investor solicitation meetings took place in late September and early October 2020. Following
the meetings, approximately 200 people, most of whom were Individual 1’s advisory clients,
invested in the stock offering.
15. At the in-person meetings in Kansas, Blanchard presented to investors, including
by displaying a slide deck (“2020 Series A Deck”). At those meetings, Blanchard (or others at
Blanchard’s direction) also gave prospective investors a Confidential Private Placement
Memorandum of Anthem Holdings Company, dated September 30, 2020 (“Series A PPM”).
Blanchard (or others on his behalf) also sent the Series A PPM to prospective investors by email
after the in-person meetings.

16. Blanchard determined the content of, and had ultimate authority over, the Series
A PPM and the 2020 Series A Deck.
17. Investors in the “Series A” offering received Anthem Holdings stock in return for
sending money to the Company.
18. Through the “Series A” offering, the Company raised $5 million from
approximately 200 investors.
B. Pre-Series B
Offering
19. In or about 2021 and again in 2022, Blanchard sought to raise additional capital to
fund Hera’s operations.
20. Blanchard and others drafted updated versions in 2021 and 2022 of an investor
deck to use in soliciting Pre-Series B convertible note investments (the “2021 Pre-Series B
Deck” and the “2022 Pre-Series B Deck,” respectively).  Blanchard determined the content of,
and had ultimate authority over, the 2021 Pre-Series B Deck and the 2022 Pre-Series B Deck.
Blanchard sent the 2021 Pre-Series B Deck and the 2022 Pre-Series B Deck to one or more
prospective investors.
21. Investors in the “Pre-Series B” offering received convertible notes in return for
sending money to the Company.
22. From November 2021 to July 2022, five investors invested a total of $310,000 via
“Pre-Series B” convertible notes. Blanchard made material false or misleading statements to at least
two of those investors.

III. Defendants Made False and Misleading Statements in Connection with its Series A
Offering.
23. Defendants made materially false and misleading statements in connection with
the Series A offering regarding (1) revenue projections, and (2) whether certain purported
contracts between the Company and prospective clients were closing.
A. False and Misleading Revenue Projections
24. In both the Series A PPM and the 2020 Series A Deck, Defendants falsely
projected that Hera would generate significant and increasing revenue.
25. The Series A PPM contained the following table of financial projections, in which
“Software Dev Revenue” referred to anticipated revenue from Hera.

26. The 2020 Series A Deck included the following table containing the same
software development revenue projections for Hera.

27.A reasonable investor would have understood from these tables that the
Defendants had a reasonable basis to conclude that Hera would contribute significant and
increasing revenue to Anthem Holdings.
28.As explained below, for multiple reasons these projections were false and
misleading; Defendants did not actually believe that Hera would generate that revenue; the
revenue projections include a false embedded statement of material fact; and/or the projections
omitted material information so that the projections were misleading when considered in context
with the omitted information.
29.The revenue projections in the Series A PPM and the 2020 Series A Deck were
drawn from a financial model Blanchard had created in or about March 2020, which was never
disclosed to investors or potential investors.

30.Blanchard made four assumptions to calculate the Hera revenue projections
communicated to investors—one of which was materially false and misleading. First, Blanchard
incorporated $250,000 of realized revenue from the sole contract Hera had signed at that point.
Second, he assumed Hera would obtain two government cybersecurity contracts in late 2020: one
worth $10 million with Government Entity 1 and another worth $500,000 with Government
Entity 2; this second assumption is the one that was materially false and misleading. Third, he
assumed Hera would obtain two new customers in 2022, three new customers in 2023, and five
new customers in 2024. Fourth, he incorporated a “growth rate” multiple (150% from the third
quarter of 2022 until the fourth quarter of 2023 and 130% during 2024).
31.The software development revenues projected by this model were the basis for,
and resulted in a summary that was the same as, the revenues disclosed to investors and
prospective investors in the tables in the Series A PPM and the 2020 Series A Deck. When these
projections were conveyed to prospective investors in September and October 2020 and beyond,
they were false and misleading for two reasons: (1) there was no factual basis for the material
assumptions that Hera would be awarded two contracts with governmental entities in late 2020;
and (2) Blanchard used erroneous financial modeling.
No Contr
acts with Governmental Entities 1 and 2
32.The Defendants’ software development revenue projections assumed that the
Company would obtain a $10 million contract with Government Entity 1 (by November 2020)
and a $500,000 contract with Government Entity 2 (by September 2020). There was no basis for
those assumptions. Neither Blanchard nor anyone else at Anthem Holdings had any direct
contact with either governmental entity. Rather, in or about December 2019, the Company

engaged a contractor, Individual 2, to pursue possible contracts with Government Entity 1 and
Government Entity 2. Through early 2020, Individual 2 had made no progress at all with respect
to obtaining a contract on behalf of Hera with Government Entity 1 and minimal progress with
respect to Government Entity 2. After late February 2020, neither Blanchard nor anyone else at
the Company had any substantive communications with Individual 2. Individual 2 never
communicated to Blanchard or other Anthem Holdings employees that she was close to securing
contracts for Hera or Anthem Holdings.
33.There was no basis for Blanchard to believe, and Blanchard did not believe, that
Anthem Holdings would obtain contracts with Government Entity 1 and Government Entity 2—
let alone on the timetables and for the amounts specified in Blanchard’s undisclosed
assumptions.
34.The projections also contained embedded statements of fact—the implication that
the Company had secured or would soon secure contracts with Government Entity 1 and
Government Entity 2 (and furthermore that it would do so on the timetables and for the amounts
specified in the assumptions)—that were false.
35.Blanchard and the Company also omitted to state material facts that were
necessary to render the software development revenue projections not misleading. These
omissions include the facts that the projections had been created in March 2020 and not updated
in the intervening seven months; that Individual 2 had stopped pursuing possible deals with
Government Entity 1 and Government Entity 2 by March 2020, and had previously made no
progress with respect to Government Entity 1 and little progress with respect to Government
Entity 2; and that the information available to Blanchard and the Company did not indicate that

Individual 2 was on track to secure Anthem Holdings contracts with Government Entity 1 or
Government Entity 2.
36. The financial projections were false and misleading when made and, as detailed
above, Blanchard knew or was reckless in not knowing, and should have known, that the
projections were false and misleading. As the founder, majority owner, and chief executive
officer of the Company, who acted on behalf of the Company with respect to the conduct alleged
in this Complaint, Blanchard’s scienter is imputed to the Company.
37. The projections were material to a reasonable investor. Anthem Holdings was an
early-stage startup company that, at the time of the Series A offering, had executed only a single
contract. Despite the fact that the Company had virtually no track record, Blanchard pitched the
Company to prospective investors as a high-growth investment. Because the projections were a
key element of that investor pitch, they were material information for prospective investors to
use to evaluate Blanchard’s solicitation and assess the Company’s future potential. Blanchard’s
unjustified and factually insupportable assumptions regarding Government Entity 1 and
Government Entity 2 inflated the projections by $10,500,000 through the first quarter of 2022
alone, and those inflated projections were then compounded in later projected quarters by the
built-in growth multiple. The amount by which the projections were inflated was material to
investors and prospective investors.
 Fals
e Financial Modeling
38. The software development revenue projections were also false because Blanchard
artificially inflated them by (1) summing incorrect quarters to generate aggregate annual figures
and (2) allocating anticipated revenues to quarters inconsistent with his own internal

assumptions. Even if Blanchard’s underlying assumptions were reasonable (which they were
not), Blanchard’s improper modeling materially and incorrectly inflated the resulting aggregated
annual software development revenue projections.
39. The projections show projected revenue by year. Instead of summing the four
quarters of each year—first, second, third, and fourth quarters—Blanchard summed the second,
third, and fourth quarters of the identified year as well as the first quarter of the following year.
For example, for the projections for calendar year 2021, Blanchard summed the second, third,
and fourth quarters of 2021 plus the first quarter of 2022—instead of (correctly) summing all
four quarters of 2021. Summing the correct four quarters for each year would have resulted in
lower revenue projections than Blanchard’s incorrect modeling.
40. In addition, Blanchard allocated anticipated revenues to quarters inconsistent with
his own payment timing assumptions. For example, although Blanchard (with no reasonable
basis) assumed that Anthem Holdings would receive $5 million from a “signing” payment on
November 30, 2020 (i.e., in the fourth quarter of 2020), he allocated that $5 million to the third
quarter of 2021. Blanchard’s internal payment timing assumptions were never disclosed to
investors.
41. Defendants forecasted over $303 million of software development revenue in 2024
and aggregate five-year revenues over $433 million. Had Blanchard (a) summed the correct quarters
and (b) allocated projected revenues consistent with his own (unreasonable) assumptions, the
projections would have forecasted approximately $60 million of revenues in 2024 and aggregate
five-year revenues of under $100 million.

42.The financial projections were false and misleading when made and Blanchard
knew or was reckless in not knowing, and should have known, that the projections were false and
misleading. Blanchard was responsible for creating and reviewing the spreadsheet containing the
financial model—including the assumptions, formulas, and data therein—and making sure its
contents were accurate, and he had (or had access to) complete information regarding the
projections and the model supporting the projections. Blanchard (and the Company through
Blanchard’s actions) was responsible for deciding to allocate forecasted revenues to quarters
inconsistent with his own assumptions, and to aggregate years based on improper quarters. As
the founder, majority owner, and chief executive officer of the Company, who acted on behalf of
the Company with respect to the conduct alleged in this Complaint, Blanchard’s scienter is
imputed to the Company.
43.The revenue projections were material to a reasonable investor. Because the
Company had executed only a single contract at the time of the Series A offering, and because
Blanchard was pitching Anthem Holdings as a high-growth investment opportunity, the
Company’s projections were material information for prospective investors to use to evaluate

Blanchard’s pitch and assess the Company’s potential. The modeling errors were also material to
reasonable investors. The projections Defendants presented to Series A investors forecast
significant anticipated revenues (and rapid growth); accurate modeling would have reduced total
anticipated revenues from over $400 million to under $100 million.
B. False S
tatements about “Closing” Contracts
44. The 2020 Series A Deck also included materially false and misleading statements
about contracts that the Company was purportedly “closing.” Defendants told investors that it
was closing contracts with two companies—Company 1 and Company 2—and claimed those
contracts would lead to significant revenue. In fact, the Company had not engaged in any
meaningful negotiations with those companies, let alone proceeded to a point where the deals
could be characterized as “closing.”
45. The 2020 Series A Deck contains a slide entitled “Use of Proceeds Business
Development.”

48. A reasonable investor would have understood from this slide that Anthem
Holdings had a reasonable basis to conclude that it would soon close contracts with Company 1
and Company 2 on the terms described in the slide.
49. The information regarding contracts with Company 1 and Company 2 in the 2020
Series A Deck was false and misleading because Anthem Holdings was not in the process of
closing contracts with Company 1 or Company 2, and certainly not on the specified financial
terms. At the time Blanchard presented the 2020 Series A Deck to prospective investors, Anthem
Holdings had not engaged in any negotiations with Company 1, and there was no other basis to
conclude (1) that a contract with Company 1 was “closing” or (2) that Anthem Holdings was in
position to secure a contract with the specified revenues and service component. Anthem
Holdings never executed a contract with Company 1. At the time Blanchard presented the 2020
Series A Deck to prospective investors, Anthem Holdings had not engaged in any negotiations
with Company 2, and there was no other basis to conclude (1) that a contract with Company 2
was “closing” or (2) that Anthem Holdings was on track to secure a contract with the specified
revenues and service component. Anthem Holdings never executed a contract with Company 2.
50. The information regarding contracts with Company 1 and Company 2 in the 2020
Series A Deck was false and misleading when made, and Blanchard knew or was reckless in not
knowing, and should have known, that the information was false and misleading. Blanchard was
the founder, chief executive officer, and majority owner of the Company and was knowledgeable
about contract negotiation at the Company, and Blanchard knew that at that time the Company
had only closed a single contract. As the founder, majority owner, and chief executive officer of

the Company, who acted on behalf of the Company with respect to the conduct alleged in this
Complaint, Blanchard’s scienter is imputed to the Company.
51. Defendants’ false and misleading statements regarding “closing” deals with
Company 1 and Company 2 were material to reasonable investors. Defendants had described the
Company to potential investors as a high-growth startup company; that rapid growth depended
on the Company’s ability to obtain additional paying customers. Because the Company had
executed only a single contract at the time of the Series A offering, stating that the Company was
in the process of tripling its client roster would be material to a reasonable investor.
IV. Defendants Made False and Misleading Statements in Connection with its Pre-
Series B Offering.
52. Defendants made false and misleading statements in both the 2021 Pre-Series B
Deck and the 2022 Pre-Series B Deck. At least two individuals invested a total of $235,000 in
the Pre-Series B convertible note offering after receiving these materials.
A. False Statements to Pre-Ser
ies B Investor 1
53. During the summer and fall of 2021, Blanchard solicited a convertible note
investment from Investor 1. In connection with that process, on August 26, 2021, Blanchard
emailed a copy of the “2021 Pre-Series B Deck” to representatives of Investor 1.
54. The 2021 Pre-Series B Deck includes a “Go to Market Strategy” slide that
purports to list Anthem Holdings’ “Current or Signed Clients” and “Prospects in Advance Stage
Negotiations (Expected to Close).” The table states that Government Entity 3 is “a [c]urrent or
[s]igned client[ ].” The table further states that Government Entity 4, Company 3, and Company
4 are “[p]rospects [i]n [a]dvance [s]tage [n]egotiations ([e]xpected to [c]lose).”

Govt. Ent. 3
Govt. Ent. 4; Comp. 3
Comp. 4

57.In addition, in October 2021, Investor 1’s counsel sent emails to Blanchard and
other Anthem Holdings representatives in which she asked about existing investment
commitments in the Pre-Series B offering. On October 26, 2021, Blanchard stated in an email to
Investor 1’s representative, “We also currently have a group committing $1M.”
58.Blanchard’s email was false and misleading because the Company had not
secured any such commitment and there was no group who had committed to invest $1,000,000.
B.False Statements to Pre-Series
 B Investor 2
59.On or about July 1, 2022, Blanchard spoke on the phone with Investor 2, an
individual. On July 1, 2022, Blanchard sent Investor 2 the “2022 Pre-Series B Deck.”
60.The 2022 Pre-Series B Deck includes a revised “Go to Market Strategy” slide that
again purports to list Anthem Holdings’ “Current or Signed Clients” and “Prospects in Advance
Stage Negotiations (Expected to Close).” The table states that Company 5 is “a [c]urrent or
[s]igned client[ ].” The table also lists Company 5 in the category of “Custom Builds.” The table
also states that Company 2, Government Entity 3, Government Entity 4, Company 3, Company
4, Company 6, Company 7, and Company 8 are “[p]rospects in [a]dvance [s]tage [n]egotiations
([e]xpected to [c]lose).”

Comp. 5
Comp. 7
Govt. Ents. 3, 4; Comp. 3
Comps. 2, 4, 6, 8

Government Entities 3 or 4, and there was no reasonable basis for the Company to “expect[] to
close” contracts with any of those entities.
C. Statements to Investors 1 and 2 Were Made with Scienter and Were Material.
63. The statements identified above in the 2021 Pre-Series B Deck and the 2022 Pre-
Series B Deck were false and misleading when made and Blanchard knew or was reckless in not
knowing, and should have known, that the statements were false and misleading. Blanchard was
responsible for the Company’s business development efforts, directly and through individuals
who reported to him; was the only person at Anthem Holdings who signed client contracts; and
otherwise had knowledge of the status of the Company’s contracts and business arrangements.
Blanchard also had access, directly or through individuals who reported to him, to Anthem
Holdings’ customer relationship management software and other internal tools for tracking the
progress of business development efforts. Blanchard executed the contract with Company 5 and,
as a result, knew the contents of that agreement. As the founder, majority owner, and chief
executive officer of the Company, who acted on behalf of the Company with respect to the
conduct alleged in this Complaint, Blanchard’s scienter is imputed to the Company.
64. The statement regarding investment commitments in Blanchard’s October 26,
2021 email was false and misleading when made and Blanchard knew or was reckless in not
knowing, and should have known, that it was false and misleading. Blanchard was the primary
person responsible for the Company’s Pre-Series B offering efforts, and knew what
commitments had been made. As the founder, majority owner, and chief executive officer of the
Company, who acted on behalf of the Company with respect to the conduct alleged in this
Complaint, Blanchard’s scienter is imputed to the Company.

65. The statements Defendants made to Investor 1 and Investor 2 about Anthem
Holdings’ business development pipeline were material to a reasonable investor. As a software
development company, client contracts to develop software were Hera’s (and Anthem Holdings’)
principal source of revenue. As a result, it would be material to a Pre-Series B investor whether
Hera had a reasonable basis to expect revenue from existing contracts or prospective contracts
with a reasonable likelihood of closing. This was especially true for a Company that, at the time
of the Pre-Series B offering, had only signed a small number of contracts, and that Blanchard
was continuing to pitch as a high-growth investment.
66. Defendants’ statement to Investor 1 regarding a $1 million investment
commitment was material to a reasonable investor because the existence of a significant
investment commitment signals that other investors have positively evaluated Blanchard’s
fundraising pitch, and that the Pre-Series B offering was raising an appreciable amount of money
(thereby improving the Company’s liquidity and prospects).
V. Defendants Made False and Misleading Statements in Connection with the Offer,
Purchase, or Sale of Securities; Used the Means of Interstate Commerce; and
Obtained Money by Means of the Misrepresentations and Omissions.
67. The false and misleading statements identified in this Complaint were made in the
offer or sale and in connection with the offer, purchase, or sale of securities. Defendants made
and disseminated each misrepresentation using the means of interstate commerce, including
email. Defendants obtained money by means of the misrepresentations and omissions detailed in
this Complaint. The Company received the funds invested in it.  Blanchard received investor
funds as salary.

VI. Defendants Engaged in a Deceptive Course of Business.
68. In addition to making the false and misleading statements identified above,
Defendants engaged in other deceptive conduct in furtherance of a scheme to defraud investors
in violation of Sections 17(a)(1) and (3) of the Securities and Section 10(b) of the Exchange Act
and Rules 10b-5(a) and (c) thereunder.
69. Blanchard, acting on behalf of Anthem Holdings, committed numerous fraudulent
and deceptive acts.  Among other things, Blanchard:
a. compiled false information for the purpose of providing it to investors;
b. when creating the financial projections, (1) included two significant
government transactions he knew the Company was not pursuing and
would not obtain and (2) undertook improper modeling that falsely
inflated the projections;
c. disseminated the false information he had compiled to investors at in-
person meetings, virtual meetings, and in emails to investors; and
d. participated in coordinating in-person meetings and virtual meetings with
investors at which those investors were defrauded.
70. In light of the facts alleged above, Blanchard knew or was reckless in not
knowing, and should have known, that his conduct was deceptive. As the founder, majority
owner, and chief executive officer of the Company, who acted on behalf of the Company with
respect to the conduct alleged in this Complaint, Blanchard’s scienter is imputed to the
Company.

FIRST CLAIM FOR RELIEF
Fraud—Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5]
(Against Both Defendants)
71. The SEC realleges and incorporates by reference paragraphs 1 to 70 as though
fully set forth herein.
72. By engaging in the conduct alleged above, Defendants, acting with scienter, by
use of the means or instrumentalities of interstate commerce, or of the mails, or of a facility of a
national securities exchange, in connection with the purchase or sale of a security: (a) employed
devices, schemes, or artifices to defraud; (b) made untrue statements of material fact or omitted
to state material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and (c) engaged in acts, practices or
courses of business which operated or would operate as a fraud or deceit upon other persons.
73. Accordingly, Blanchard and the Company each violated Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
SECOND CLAIM FOR RELIEF
Fraud—Violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)]
(Against Both Defendants)
74. The SEC realleges and incorporates by reference paragraphs 1 to 70, as though
fully set forth herein.
75. By engaging in the conduct alleged above, the Defendants knowingly, recklessly,
or negligently, in connection with the offer or sale of securities, by use of the means or
instruments of transportation or communication in interstate commerce or by use of the mails: (a)
employed a device, scheme, or artifice to defraud with scienter; (b) obtained money or property

by means of an untrue statement of material fact or omission 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; and (c) engaged in transactions, practices or courses of business that operated or
would operate as a fraud or deceit upon the purchasers of such securities.
76. Accordingly, Blanchard and the Company each violated Section 17(a) of the
Securities Act [15 U.S.C. § 77q(a)].
RELIEF SOUGHT
WHEREFORE, the SEC respectfully requests that this Court enter a final judgment:
I.
Permanently restraining and enjoining Defendants Blanchard and Anthem Holdings from,
directly or indirectly, violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and
Exchange Act Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
II.
Permanently restraining and enjoining Defendants Blanchard and Anthem Holdings from,
directly or indirectly, violating Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)];
III.
Ordering that Defendants pay an appropriate civil money penalty pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15
U.S.C. § 78u(d)];
IV.
Restraining and enjoining Blanchard from directly or indirectly, including, but not
limited to, through any entity owned or controlled by him, participating in the issuance,

purchase, offer, or sale of any security provided, however, that such injunction shall not prevent
him from purchasing or selling securities for his own personal account;
V.
Restraining and enjoining Anthem Holdings from directly or indirectly, including, but not
limited to, through any entity owned or controlled by it, participating in the issuance, purchase,
offer, or sale of any security;
VI.
Pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 78t(e)] and Section 21(d)(2)
of the Exchange Act [15 U.S.C. § 78u(d)(2)], barring Blanchard from acting as an officer or
director of any issuer that has a class of securities registered pursuant to Section 12 of the
Exchange Act [15 U.S.C. § 78l] and that is required to file reports under Section 15(d) of the
Exchange Act [15 U.S.C. § 78o(d)];
VII.
Retaining jurisdiction over this action to implement and carry out the terms of all orders
and decrees that may be entered; and

VIII.
Granting such other relief as this Court may deem just or appropriate.
JURY DEMAND
The SEC demands a trial by jury on all claims so triable.
REQUEST FOR PLACE OF TRIAL

The SEC hereby requests that trial be held in the City of Kansas City, Kansas.

Dated: September 23, 2024

     By: /s/ S
haran E. Lieberman______________________
Sharan E. Lieberman
Jason M. Spitalnick
Attorneys for Plaintiff
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Denver Regional Office
1961 Stout Street, 17th Floor
Denver, Colorado 80294
303-844-1036
303-844-1078
[email protected]
[email protected]

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF KANSAS 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 
C.A. No.

v. 

ANTHEM HAYEK BLANCHARD and ANTHEM 
HOLDINGS COMPANY, 

Defendants. 

COMPLAINT 

Plaintiff United States Securities and Exchange Commission (“SEC”), for its Complaint 

against Anthem Hayek Blanchard (“Blanchard”) and Anthem Holdings Company (“Anthem 

Holdings” or the “Company” and, together with Blanchard, “Defendants”), alleges as follows: 

SUMMARY 

1. Defendants Anthem Hayek Blanchard and Anthem Holdings Company told

investors and prospective investors a series of lies about Anthem Holdings’ financial prospects to 

induce them to invest. Anthem Holdings was an early-stage company founded and controlled by 

Blanchard, its CEO. In raising money from investors to fund its nascent software development 

operations, Defendants asserted that Anthem Holdings had secured contracts it had not secured; 

stated that Anthem Holdings was on the verge of closing deals when that was not true; projected 

millions of dollars in revenue without any reasonable factual basis to believe the company would 

actually earn that revenue; and referred to a large investment in the company that did not exist. 

24-cv-2437

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Based on these lies, the Defendants raised over $5 million from unsuspecting investors. Those 

investors, many of whom reside in Kansas, have now lost their investment. 

2. Defendants engaged in this fraud in connection with two securities offerings. In 

connection with Anthem Holding’s “Series A” stock offering in 2020 and 2021, Defendants 

made wildly inflated revenue projections based on supposed contracts that Blanchard knew the 

Company would not obtain; further exaggerated those projections through incorrect financial 

modeling; and lied about the Company’s business development pipeline—i.e., deal negotiations 

the Company claimed were in advanced stages and expected to close. Through the “Series A” 

offering, the Company raised $5 million from approximately 200 investors. 

3. In connection with Anthem Holdings’ “Pre-Series B” convertible note offering in 

2021 and 2022, Defendants told two prospective investors that the Company had clients that did 

not exist; was close to securing clients when that was not true; and falsely told one of the 

prospective investors that another group of investors had already committed to investing $1 

million in the offering. Both prospective investors fell victim to Defendants’ fraud, and they 

collectively invested $235,000. 

4. By their actions, Defendants violated Section 17(a) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5].  

5. The SEC seeks entry of a final judgment: 

a. Permanently enjoining Defendants from future violations of 

Section 17(a) and Section 10(b) and Rule 10b-5 by engaging in the 

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transactions, acts, practices, and courses of business alleged in this 

complaint; 

b. Enjoining the Company from directly or indirectly, including, but 

not limited to, through any entity owned or controlled by the 

Company, participating in the issuance, purchase, offer, or sale of 

any security; 

c. Enjoining Blanchard from directly or indirectly, including, but not 

limited to, through any entity owned or controlled by Blanchard, 

participating in the issuance, purchase, offer, or sale of any 

security, provided, however, that such injunction shall not prevent 

Blanchard from purchasing or selling securities for his own 

personal account; 

d. Barring Blanchard from serving as an officer or director of a public 

company; and 

e. Ordering Defendants to pay a civil monetary penalty. 

DEFENDANTS 

6. Anthem Hayek Blanchard, age 44, resides in Bartlesville, Oklahoma. He 

founded the Company in 2019, served as its chief executive officer since its inception, and 

controlled the Company at all relevant times. 

7. Anthem Holdings Company is a private corporation incorporated in Delaware in 

May 2019, with its principal place of business in Bartlesville, Oklahoma. The Company was in 

the software development business but is no longer operating. 

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JURISDICTION AND VENUE 

8. The SEC brings this action pursuant to authority conferred upon it by Sections 

21(d) and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d)-(e)]. 

9. This Court has subject matter jurisdiction over this action under Section 22(b) of 

the Securities Act [15 U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act, [15 U.S.C. 

§ 78aa(a)], as well as Sections 20(b), 20(d)(1) of the Securities Act [15 U.S.C. § 77t(b), (d)(1)], 

and Sections 21(d) and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d)-(e)]. 

10. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 

§ 77v(a)] and Sections 21(d), 21A, and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u-1, and 

78aa]. Certain of the acts, practices, transactions, and courses of business alleged in this 

Complaint occurred within the District of Kansas. Among other things, Defendants made and 

disseminated materially false and misleading statements to Kansas residents at in-person investor 

solicitation meetings within the District of Kansas, and many of those Kansas residents 

subsequently made investments in the Company. 

FACTUAL ALLEGATIONS 

I. Background 

11. In May 2019, Blanchard formed Anthem Holdings to serve as a holding company.  

In January 2020, he incorporated Hera Software Development, Inc. (“Hera”), a wholly owned 

subsidiary of Anthem Holdings, purportedly to pursue a software development business focused 

on using blockchain and similar “public protocol” technologies for, among other purposes, 

cybersecurity and supply chain management (i.e., tracking products throughout supply chains). 

At the time, Blanchard intended that Hera would be Anthem Holdings’ primary revenue source. 

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II. Defendants Offered and Sold Securities. 

12. Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act 

define “security” as including “any note [or] stock.” In its Series A offering, Defendants offered 

and sold securities in the form of stock. In its Pre-Series B offering, Defendants offered and sold 

securities in the form of notes. 

A. Series A Offering 

13. In or before March 2020, Blanchard began soliciting potential investors for what 

he referred to as a “Series A” stock offering. Blanchard and the Company represented that they 

intended to use the proceeds of the offering to fund the growth of Hera’s software development 

business. 

14. In or about mid-2020, Blanchard communicated with Individual 1, an SEC-

registered investment adviser representative based in Salina, Kansas, and the two set up in-

person meetings in Kansas where Blanchard could meet and solicit potential investors. These 

investor solicitation meetings took place in late September and early October 2020. Following 

the meetings, approximately 200 people, most of whom were Individual 1’s advisory clients, 

invested in the stock offering. 

15. At the in-person meetings in Kansas, Blanchard presented to investors, including 

by displaying a slide deck (“2020 Series A Deck”). At those meetings, Blanchard (or others at 

Blanchard’s direction) also gave prospective investors a Confidential Private Placement 

Memorandum of Anthem Holdings Company, dated September 30, 2020 (“Series A PPM”). 

Blanchard (or others on his behalf) also sent the Series A PPM to prospective investors by email 

after the in-person meetings. 

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16. Blanchard determined the content of, and had ultimate authority over, the Series 

A PPM and the 2020 Series A Deck. 

17. Investors in the “Series A” offering received Anthem Holdings stock in return for 

sending money to the Company. 

18. Through the “Series A” offering, the Company raised $5 million from 

approximately 200 investors. 

B. Pre-Series B Offering 

19. In or about 2021 and again in 2022, Blanchard sought to raise additional capital to 

fund Hera’s operations. 

20. Blanchard and others drafted updated versions in 2021 and 2022 of an investor 

deck to use in soliciting Pre-Series B convertible note investments (the “2021 Pre-Series B 

Deck” and the “2022 Pre-Series B Deck,” respectively).  Blanchard determined the content of, 

and had ultimate authority over, the 2021 Pre-Series B Deck and the 2022 Pre-Series B Deck. 

Blanchard sent the 2021 Pre-Series B Deck and the 2022 Pre-Series B Deck to one or more 

prospective investors. 

21. Investors in the “Pre-Series B” offering received convertible notes in return for 

sending money to the Company. 

22. From November 2021 to July 2022, five investors invested a total of $310,000 via 

“Pre-Series B” convertible notes. Blanchard made material false or misleading statements to at least 

two of those investors. 

  

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III. Defendants Made False and Misleading Statements in Connection with its Series A 
Offering.  

23. Defendants made materially false and misleading statements in connection with 

the Series A offering regarding (1) revenue projections, and (2) whether certain purported 

contracts between the Company and prospective clients were closing. 

A. False and Misleading Revenue Projections 

24. In both the Series A PPM and the 2020 Series A Deck, Defendants falsely 

projected that Hera would generate significant and increasing revenue. 

25. The Series A PPM contained the following table of financial projections, in which 

“Software Dev Revenue” referred to anticipated revenue from Hera. 

 

26. The 2020 Series A Deck included the following table containing the same 

software development revenue projections for Hera. 

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27. A reasonable investor would have understood from these tables that the

Defendants had a reasonable basis to conclude that Hera would contribute significant and 

increasing revenue to Anthem Holdings. 

28. As explained below, for multiple reasons these projections were false and

misleading; Defendants did not actually believe that Hera would generate that revenue; the 

revenue projections include a false embedded statement of material fact; and/or the projections 

omitted material information so that the projections were misleading when considered in context 

with the omitted information. 

29. The revenue projections in the Series A PPM and the 2020 Series A Deck were

drawn from a financial model Blanchard had created in or about March 2020, which was never 

disclosed to investors or potential investors. 

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30. Blanchard made four assumptions to calculate the Hera revenue projections

communicated to investors—one of which was materially false and misleading. First, Blanchard 

incorporated $250,000 of realized revenue from the sole contract Hera had signed at that point. 

Second, he assumed Hera would obtain two government cybersecurity contracts in late 2020: one 

worth $10 million with Government Entity 1 and another worth $500,000 with Government 

Entity 2; this second assumption is the one that was materially false and misleading. Third, he 

assumed Hera would obtain two new customers in 2022, three new customers in 2023, and five 

new customers in 2024. Fourth, he incorporated a “growth rate” multiple (150% from the third 

quarter of 2022 until the fourth quarter of 2023 and 130% during 2024). 

31. The software development revenues projected by this model were the basis for,

and resulted in a summary that was the same as, the revenues disclosed to investors and 

prospective investors in the tables in the Series A PPM and the 2020 Series A Deck. When these 

projections were conveyed to prospective investors in September and October 2020 and beyond, 

they were false and misleading for two reasons: (1) there was no factual basis for the material 

assumptions that Hera would be awarded two contracts with governmental entities in late 2020; 

and (2) Blanchard used erroneous financial modeling. 

No Contracts with Governmental Entities 1 and 2 

32. The Defendants’ software development revenue projections assumed that the

Company would obtain a $10 million contract with Government Entity 1 (by November 2020) 

and a $500,000 contract with Government Entity 2 (by September 2020). There was no basis for 

those assumptions. Neither Blanchard nor anyone else at Anthem Holdings had any direct 

contact with either governmental entity. Rather, in or about December 2019, the Company 

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engaged a contractor, Individual 2, to pursue possible contracts with Government Entity 1 and 

Government Entity 2. Through early 2020, Individual 2 had made no progress at all with respect 

to obtaining a contract on behalf of Hera with Government Entity 1 and minimal progress with 

respect to Government Entity 2. After late February 2020, neither Blanchard nor anyone else at 

the Company had any substantive communications with Individual 2. Individual 2 never 

communicated to Blanchard or other Anthem Holdings employees that she was close to securing 

contracts for Hera or Anthem Holdings. 

33. There was no basis for Blanchard to believe, and Blanchard did not believe, that

Anthem Holdings would obtain contracts with Government Entity 1 and Government Entity 2—

let alone on the timetables and for the amounts specified in Blanchard’s undisclosed 

assumptions. 

34. The projections also contained embedded statements of fact—the implication that

the Company had secured or would soon secure contracts with Government Entity 1 and 

Government Entity 2 (and furthermore that it would do so on the timetables and for the amounts 

specified in the assumptions)—that were false. 

35. Blanchard and the Company also omitted to state material facts that were

necessary to render the software development revenue projections not misleading. These 

omissions include the facts that the projections had been created in March 2020 and not updated 

in the intervening seven months; that Individual 2 had stopped pursuing possible deals with 

Government Entity 1 and Government Entity 2 by March 2020, and had previously made no 

progress with respect to Government Entity 1 and little progress with respect to Government 

Entity 2; and that the information available to Blanchard and the Company did not indicate that 

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Individual 2 was on track to secure Anthem Holdings contracts with Government Entity 1 or 

Government Entity 2. 

36. The financial projections were false and misleading when made and, as detailed 

above, Blanchard knew or was reckless in not knowing, and should have known, that the 

projections were false and misleading. As the founder, majority owner, and chief executive 

officer of the Company, who acted on behalf of the Company with respect to the conduct alleged 

in this Complaint, Blanchard’s scienter is imputed to the Company. 

37. The projections were material to a reasonable investor. Anthem Holdings was an 

early-stage startup company that, at the time of the Series A offering, had executed only a single 

contract. Despite the fact that the Company had virtually no track record, Blanchard pitched the 

Company to prospective investors as a high-growth investment. Because the projections were a 

key element of that investor pitch, they were material information for prospective investors to 

use to evaluate Blanchard’s solicitation and assess the Company’s future potential. Blanchard’s 

unjustified and factually insupportable assumptions regarding Government Entity 1 and 

Government Entity 2 inflated the projections by $10,500,000 through the first quarter of 2022 

alone, and those inflated projections were then compounded in later projected quarters by the 

built-in growth multiple. The amount by which the projections were inflated was material to 

investors and prospective investors. 

 False Financial Modeling 

38. The software development revenue projections were also false because Blanchard 

artificially inflated them by (1) summing incorrect quarters to generate aggregate annual figures 

and (2) allocating anticipated revenues to quarters inconsistent with his own internal 

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assumptions. Even if Blanchard’s underlying assumptions were reasonable (which they were 

not), Blanchard’s improper modeling materially and incorrectly inflated the resulting aggregated 

annual software development revenue projections. 

39. The projections show projected revenue by year. Instead of summing the four 

quarters of each year—first, second, third, and fourth quarters—Blanchard summed the second, 

third, and fourth quarters of the identified year as well as the first quarter of the following year. 

For example, for the projections for calendar year 2021, Blanchard summed the second, third, 

and fourth quarters of 2021 plus the first quarter of 2022—instead of (correctly) summing all 

four quarters of 2021. Summing the correct four quarters for each year would have resulted in 

lower revenue projections than Blanchard’s incorrect modeling. 

40. In addition, Blanchard allocated anticipated revenues to quarters inconsistent with 

his own payment timing assumptions. For example, although Blanchard (with no reasonable 

basis) assumed that Anthem Holdings would receive $5 million from a “signing” payment on 

November 30, 2020 (i.e., in the fourth quarter of 2020), he allocated that $5 million to the third 

quarter of 2021. Blanchard’s internal payment timing assumptions were never disclosed to 

investors. 

41. Defendants forecasted over $303 million of software development revenue in 2024 

and aggregate five-year revenues over $433 million. Had Blanchard (a) summed the correct quarters 

and (b) allocated projected revenues consistent with his own (unreasonable) assumptions, the 

projections would have forecasted approximately $60 million of revenues in 2024 and aggregate 

five-year revenues of under $100 million. 

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42. The financial projections were false and misleading when made and Blanchard

knew or was reckless in not knowing, and should have known, that the projections were false and 

misleading. Blanchard was responsible for creating and reviewing the spreadsheet containing the 

financial model—including the assumptions, formulas, and data therein—and making sure its 

contents were accurate, and he had (or had access to) complete information regarding the 

projections and the model supporting the projections. Blanchard (and the Company through 

Blanchard’s actions) was responsible for deciding to allocate forecasted revenues to quarters 

inconsistent with his own assumptions, and to aggregate years based on improper quarters. As 

the founder, majority owner, and chief executive officer of the Company, who acted on behalf of 

the Company with respect to the conduct alleged in this Complaint, Blanchard’s scienter is 

imputed to the Company. 

43. The revenue projections were material to a reasonable investor. Because the

Company had executed only a single contract at the time of the Series A offering, and because 

Blanchard was pitching Anthem Holdings as a high-growth investment opportunity, the 

Company’s projections were material information for prospective investors to use to evaluate 

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Blanchard’s pitch and assess the Company’s potential. The modeling errors were also material to 

reasonable investors. The projections Defendants presented to Series A investors forecast 

significant anticipated revenues (and rapid growth); accurate modeling would have reduced total 

anticipated revenues from over $400 million to under $100 million. 

B. False Statements about “Closing” Contracts 

44. The 2020 Series A Deck also included materially false and misleading statements 

about contracts that the Company was purportedly “closing.” Defendants told investors that it 

was closing contracts with two companies—Company 1 and Company 2—and claimed those 

contracts would lead to significant revenue. In fact, the Company had not engaged in any 

meaningful negotiations with those companies, let alone proceeded to a point where the deals 

could be characterized as “closing.” 

45. The 2020 Series A Deck contains a slide entitled “Use of Proceeds Business 

Development.” 

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48. A reasonable investor would have understood from this slide that Anthem 

Holdings had a reasonable basis to conclude that it would soon close contracts with Company 1 

and Company 2 on the terms described in the slide. 

49. The information regarding contracts with Company 1 and Company 2 in the 2020 

Series A Deck was false and misleading because Anthem Holdings was not in the process of 

closing contracts with Company 1 or Company 2, and certainly not on the specified financial 

terms. At the time Blanchard presented the 2020 Series A Deck to prospective investors, Anthem 

Holdings had not engaged in any negotiations with Company 1, and there was no other basis to 

conclude (1) that a contract with Company 1 was “closing” or (2) that Anthem Holdings was in 

position to secure a contract with the specified revenues and service component. Anthem 

Holdings never executed a contract with Company 1. At the time Blanchard presented the 2020 

Series A Deck to prospective investors, Anthem Holdings had not engaged in any negotiations 

with Company 2, and there was no other basis to conclude (1) that a contract with Company 2 

was “closing” or (2) that Anthem Holdings was on track to secure a contract with the specified 

revenues and service component. Anthem Holdings never executed a contract with Company 2. 

50. The information regarding contracts with Company 1 and Company 2 in the 2020 

Series A Deck was false and misleading when made, and Blanchard knew or was reckless in not 

knowing, and should have known, that the information was false and misleading. Blanchard was 

the founder, chief executive officer, and majority owner of the Company and was knowledgeable 

about contract negotiation at the Company, and Blanchard knew that at that time the Company 

had only closed a single contract. As the founder, majority owner, and chief executive officer of 

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the Company, who acted on behalf of the Company with respect to the conduct alleged in this 

Complaint, Blanchard’s scienter is imputed to the Company. 

51. Defendants’ false and misleading statements regarding “closing” deals with 

Company 1 and Company 2 were material to reasonable investors. Defendants had described the 

Company to potential investors as a high-growth startup company; that rapid growth depended 

on the Company’s ability to obtain additional paying customers. Because the Company had 

executed only a single contract at the time of the Series A offering, stating that the Company was 

in the process of tripling its client roster would be material to a reasonable investor. 

IV. Defendants Made False and Misleading Statements in Connection with its Pre-
Series B Offering. 

52. Defendants made false and misleading statements in both the 2021 Pre-Series B 

Deck and the 2022 Pre-Series B Deck. At least two individuals invested a total of $235,000 in 

the Pre-Series B convertible note offering after receiving these materials. 

A. False Statements to Pre-Series B Investor 1 

53. During the summer and fall of 2021, Blanchard solicited a convertible note 

investment from Investor 1. In connection with that process, on August 26, 2021, Blanchard 

emailed a copy of the “2021 Pre-Series B Deck” to representatives of Investor 1. 

54. The 2021 Pre-Series B Deck includes a “Go to Market Strategy” slide that 

purports to list Anthem Holdings’ “Current or Signed Clients” and “Prospects in Advance Stage 

Negotiations (Expected to Close).” The table states that Government Entity 3 is “a [c]urrent or 

[s]igned client[ ].” The table further states that Government Entity 4, Company 3, and Company 

4 are “[p]rospects [i]n [a]dvance [s]tage [n]egotiations ([e]xpected to [c]lose).” 

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Govt. Ent. 3 Govt. Ent. 4; Comp. 3

Comp. 4

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57. In addition, in October 2021, Investor 1’s counsel sent emails to Blanchard and

other Anthem Holdings representatives in which she asked about existing investment 

commitments in the Pre-Series B offering. On October 26, 2021, Blanchard stated in an email to 

Investor 1’s representative, “We also currently have a group committing $1M.”  

58. Blanchard’s email was false and misleading because the Company had not

secured any such commitment and there was no group who had committed to invest $1,000,000. 

B. False Statements to Pre-Series B Investor 2

59. On or about July 1, 2022, Blanchard spoke on the phone with Investor 2, an

individual. On July 1, 2022, Blanchard sent Investor 2 the “2022 Pre-Series B Deck.” 

60. The 2022 Pre-Series B Deck includes a revised “Go to Market Strategy” slide that

again purports to list Anthem Holdings’ “Current or Signed Clients” and “Prospects in Advance 

Stage Negotiations (Expected to Close).” The table states that Company 5 is “a [c]urrent or 

[s]igned client[ ].” The table also lists Company 5 in the category of “Custom Builds.” The table

also states that Company 2, Government Entity 3, Government Entity 4, Company 3, Company 

4, Company 6, Company 7, and Company 8 are “[p]rospects in [a]dvance [s]tage [n]egotiations 

([e]xpected to [c]lose).” 

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Comp. 5

Comp. 7

Govt. Ents. 3, 4; Comp. 3

Comps. 2, 4, 6, 8

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Government Entities 3 or 4, and there was no reasonable basis for the Company to “expect[] to 

close” contracts with any of those entities. 

C. Statements to Investors 1 and 2 Were Made with Scienter and Were Material.  

63. The statements identified above in the 2021 Pre-Series B Deck and the 2022 Pre-

Series B Deck were false and misleading when made and Blanchard knew or was reckless in not 

knowing, and should have known, that the statements were false and misleading. Blanchard was 

responsible for the Company’s business development efforts, directly and through individuals 

who reported to him; was the only person at Anthem Holdings who signed client contracts; and 

otherwise had knowledge of the status of the Company’s contracts and business arrangements. 

Blanchard also had access, directly or through individuals who reported to him, to Anthem 

Holdings’ customer relationship management software and other internal tools for tracking the 

progress of business development efforts. Blanchard executed the contract with Company 5 and, 

as a result, knew the contents of that agreement. As the founder, majority owner, and chief 

executive officer of the Company, who acted on behalf of the Company with respect to the 

conduct alleged in this Complaint, Blanchard’s scienter is imputed to the Company. 

64. The statement regarding investment commitments in Blanchard’s October 26, 

2021 email was false and misleading when made and Blanchard knew or was reckless in not 

knowing, and should have known, that it was false and misleading. Blanchard was the primary 

person responsible for the Company’s Pre-Series B offering efforts, and knew what 

commitments had been made. As the founder, majority owner, and chief executive officer of the 

Company, who acted on behalf of the Company with respect to the conduct alleged in this 

Complaint, Blanchard’s scienter is imputed to the Company. 

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65. The statements Defendants made to Investor 1 and Investor 2 about Anthem 

Holdings’ business development pipeline were material to a reasonable investor. As a software 

development company, client contracts to develop software were Hera’s (and Anthem Holdings’) 

principal source of revenue. As a result, it would be material to a Pre-Series B investor whether 

Hera had a reasonable basis to expect revenue from existing contracts or prospective contracts 

with a reasonable likelihood of closing. This was especially true for a Company that, at the time 

of the Pre-Series B offering, had only signed a small number of contracts, and that Blanchard 

was continuing to pitch as a high-growth investment. 

66. Defendants’ statement to Investor 1 regarding a $1 million investment 

commitment was material to a reasonable investor because the existence of a significant 

investment commitment signals that other investors have positively evaluated Blanchard’s 

fundraising pitch, and that the Pre-Series B offering was raising an appreciable amount of money 

(thereby improving the Company’s liquidity and prospects). 

V. Defendants Made False and Misleading Statements in Connection with the Offer, 
Purchase, or Sale of Securities; Used the Means of Interstate Commerce; and 
Obtained Money by Means of the Misrepresentations and Omissions. 

67. The false and misleading statements identified in this Complaint were made in the 

offer or sale and in connection with the offer, purchase, or sale of securities. Defendants made 

and disseminated each misrepresentation using the means of interstate commerce, including 

email. Defendants obtained money by means of the misrepresentations and omissions detailed in 

this Complaint. The Company received the funds invested in it.  Blanchard received investor 

funds as salary.  

 

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VI. Defendants Engaged in a Deceptive Course of Business. 

68. In addition to making the false and misleading statements identified above, 

Defendants engaged in other deceptive conduct in furtherance of a scheme to defraud investors 

in violation of Sections 17(a)(1) and (3) of the Securities and Section 10(b) of the Exchange Act 

and Rules 10b-5(a) and (c) thereunder.   

69. Blanchard, acting on behalf of Anthem Holdings, committed numerous fraudulent 

and deceptive acts.  Among other things, Blanchard: 

a. compiled false information for the purpose of providing it to investors;  

b. when creating the financial projections, (1) included two significant 

government transactions he knew the Company was not pursuing and 

would not obtain and (2) undertook improper modeling that falsely 

inflated the projections;  

c. disseminated the false information he had compiled to investors at in-

person meetings, virtual meetings, and in emails to investors; and 

d. participated in coordinating in-person meetings and virtual meetings with 

investors at which those investors were defrauded. 

70. In light of the facts alleged above, Blanchard knew or was reckless in not 

knowing, and should have known, that his conduct was deceptive. As the founder, majority 

owner, and chief executive officer of the Company, who acted on behalf of the Company with 

respect to the conduct alleged in this Complaint, Blanchard’s scienter is imputed to the 

Company. 

 

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FIRST CLAIM FOR RELIEF 

Fraud—Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder  
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5] 

(Against Both Defendants) 

71. The SEC realleges and incorporates by reference paragraphs 1 to 70 as though 

fully set forth herein.  

72. By engaging in the conduct alleged above, Defendants, acting with scienter, by 

use of the means or instrumentalities of interstate commerce, or of the mails, or of a facility of a 

national securities exchange, in connection with the purchase or sale of a security: (a) employed 

devices, schemes, or artifices to defraud; (b) made untrue statements of material fact or omitted 

to state material facts necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and (c) engaged in acts, practices or 

courses of business which operated or would operate as a fraud or deceit upon other persons. 

73. Accordingly, Blanchard and the Company each violated Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].  

SECOND CLAIM FOR RELIEF 

Fraud—Violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)] 
(Against Both Defendants) 

74. The SEC realleges and incorporates by reference paragraphs 1 to 70, as though 

fully set forth herein.  

75. By engaging in the conduct alleged above, the Defendants knowingly, recklessly, 

or negligently, in connection with the offer or sale of securities, by use of the means or 

instruments of transportation or communication in interstate commerce or by use of the mails: (a) 

employed a device, scheme, or artifice to defraud with scienter; (b) obtained money or property 

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by means of an untrue statement of material fact or omission 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; and (c) engaged in transactions, practices or courses of business that operated or 

would operate as a fraud or deceit upon the purchasers of such securities.  

76. Accordingly, Blanchard and the Company each violated Section 17(a) of the 

Securities Act [15 U.S.C. § 77q(a)].  

RELIEF SOUGHT 

WHEREFORE, the SEC respectfully requests that this Court enter a final judgment: 

I. 

Permanently restraining and enjoining Defendants Blanchard and Anthem Holdings from, 

directly or indirectly, violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and 

Exchange Act Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

II. 

Permanently restraining and enjoining Defendants Blanchard and Anthem Holdings from, 

directly or indirectly, violating Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; 

III. 

Ordering that Defendants pay an appropriate civil money penalty pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 

U.S.C. § 78u(d)];  

IV. 

Restraining and enjoining Blanchard from directly or indirectly, including, but not 

limited to, through any entity owned or controlled by him, participating in the issuance, 

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purchase, offer, or sale of any security provided, however, that such injunction shall not prevent 

him from purchasing or selling securities for his own personal account; 

V. 

Restraining and enjoining Anthem Holdings from directly or indirectly, including, but not 

limited to, through any entity owned or controlled by it, participating in the issuance, purchase, 

offer, or sale of any security; 

VI. 

Pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 78t(e)] and Section 21(d)(2) 

of the Exchange Act [15 U.S.C. § 78u(d)(2)], barring Blanchard from acting as an officer or 

director of any issuer that has a class of securities registered pursuant to Section 12 of the 

Exchange Act [15 U.S.C. § 78l] and that is required to file reports under Section 15(d) of the 

Exchange Act [15 U.S.C. § 78o(d)]; 

VII. 

Retaining jurisdiction over this action to implement and carry out the terms of all orders 

and decrees that may be entered; and 

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VIII. 

Granting such other relief as this Court may deem just or appropriate. 

JURY DEMAND 

The SEC demands a trial by jury on all claims so triable. 

REQUEST FOR PLACE OF TRIAL 
 

The SEC hereby requests that trial be held in the City of Kansas City, Kansas.  

 

 

Dated: September 23, 2024 

 

     By: /s/ Sharan E. Lieberman______________________ 
Sharan E. Lieberman 
Jason M. Spitalnick 
Attorneys for Plaintiff 
UNITED STATES SECURITIES AND  
EXCHANGE COMMISSION 
Denver Regional Office 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
303-844-1036 
303-844-1078  
[email protected] 
[email protected] 

 

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