Role in the network: The COVID-era platform that connected Sam Altman’s nonprofit money ($1 million from OpenResearch) to a for-profit clinical trial company (TrialSpark) to test a failed anti-aging drug on elderly nursing home residents — with the drug sponsor disappearing into a cancer company 49 days after receiving a federal grant, the study terminating, the results being buried, and Altman personally investing $156 million in the platform company one year later.
What It Was
Project Covalence was described as “a collaboration between tech entrepreneur Sam Altman, CEO of OpenAI” and TrialSpark (now Formation Bio), launched June 16, 2020, during the COVID-19 pandemic. The stated purpose was to help researchers “rapidly launch clinical trials” for COVID-related treatments. [1]
The project operated through projectcovalence.com, registered on Squarespace — the same web registrar used for openresearchlab.org (OpenResearch’s website) and hardcoretech.net (Hardcore Technology LLC’s website). The shared registrar across three network entities is a documented pattern. [2]
TrialSpark trademarked “Project Covalence” — meaning the for-profit clinical trial company owned the intellectual property of the platform funded by Altman’s nonprofit. [2]
The Money Flow
In FY2020, Open Research Lab Inc. (Altman’s 501(c)(3) nonprofit, EIN 81-0861414) issued a $1,000,000 grant to TrialSpark, Inc. This was the only grant OpenResearch issued that year — the nonprofit’s entire annual grantmaking was this single check. [3]
The grant was categorized:
- Recipient: TrialSpark, Inc. (for-profit company)
- IRC section: “N/A” (not a charitable organization)
- Purpose: “Operations”
- Amount: $1,000,000
At the time of this grant, Altman was already a personal angel investor in TrialSpark. He would later co-lead the $156 million Series C (September 2021). The nonprofit funded the platform that the founder then personally invested in at a 17.6x higher valuation — inflating the value of existing investors’ positions (including Michael Moritz’s Crankstart Foundation, which went from $4.3M to $75.1M). [3] [4]
The Deal Sourcing Funnel
In March 2020, at the outset of the pandemic, Sam Altman published a blog post offering to help with COVID and created a public Google Sheet where companies and individuals could submit their ideas, budgets, and email addresses. Hundreds of companies pitched proposals through this spreadsheet. [2]
The pipeline:
- Blog post: “I want to help with COVID”
- Spreadsheet: “Submit your ideas here”
- Hundreds of companies pitch for free
- Altman evaluates which ones are promising
- Promising ones get routed to Project Covalence
- Project Covalence runs on TrialSpark’s platform
- TrialSpark trademarks Project Covalence
- Altman’s nonprofit funded the platform ($1M)
- Altman personally invests $156M in TrialSpark (Sep 2021)
The spreadsheet was free deal flow. Companies submitted proprietary ideas, contact information, and budgets to a Google Sheet controlled by the CEO of OpenAI, who used the submissions to populate a platform owned by a company in which he was personally invested. [2]
The resTORbio Arc: A Failed Drug on Nursing Home Patients
The Drug
RTB-101 was a TORC1 inhibitor developed by resTORbio (NASDAQ: TORC), an anti-aging biotech company whose mission was “targeting the biology of aging.” The drug failed its Phase III trial for respiratory illness in elderly patients in December 2019 — the same month COVID-19 emerged in Wuhan. [2] [5]
The COVID Pivot
Despite having just failed for respiratory illness, RTB-101 was repurposed as a COVID-19 prophylaxis — for the exact same indication (respiratory illness in elderly patients) it had just failed for. The drug was routed through Project Covalence to be tested on nursing home residents. [5]
The Coordinated Announcement — July 28, 2020
Two press releases on the same day: [5]
- resTORbio announces an NIA (National Institute on Aging) grant to fund a pilot study of RTB-101 as COVID-19 prophylaxis in older adults
- TrialSpark announces that resTORbio will use the Project Covalence platform for the study
Same drug. Same day. Two coordinated announcements designed to create the appearance of momentum.
The Study
- Population: Adults 65+ in nursing homes within the Genesis Healthcare system
- Participants: ~550
- Setting: Nursing homes — facilities where residents are physically isolated, often cognitively impaired, and dependent on institutional care providers for medical decision-making
- Funded by: NIA grant (federal taxpayer money for aging research) + OpenResearch grant ($1M to TrialSpark for “operations”)
The 49-Day Collapse — And What Was Known Before
On September 15, 2020 — 49 days after the NIA grant announcement — resTORbio completed its merger into Adicet Bio. But the SEC filings reveal something far more significant than the 49-day timeline suggests: [5] [7]
The merger agreement was signed on April 28, 2020. [7]
This date changes everything. When Project Covalence launched on June 16, 2020, the merger was already agreed to. When the nursing home trial was registered on May 28, 2020, the merger was already agreed to. When the NIA grant was announced on July 28, 2020, the merger was already agreed to.
| Date | Event | Merger Status |
|---|---|---|
| Apr 28, 2020 | Merger agreement signed (resTORbio → Adicet Bio) | SIGNED |
| May 14, 2020 | projectcovalence.com registered | Merger already signed (16 days prior) |
| May 28, 2020 | Nursing home trial registered (NCT04409327) | Merger already signed (30 days prior) |
| Jun 16, 2020 | Project Covalence launches publicly | Merger already signed (49 days prior) |
| Jul 28, 2020 | NIA grant + Covalence/resTORbio collaboration announced | Merger already signed (91 days prior) |
| Aug 19, 2020 | Proxy statement/prospectus mailed to shareholders | Shareholder vote approaching |
| Sep 15, 2020 | Merger completed. resTORbio ceases to exist. | DONE |
Everyone involved in launching the nursing home study knew the drug sponsor was going to disappear. The NIA grant was applied for and publicly announced knowing the company would cease to exist within weeks. The Project Covalence platform was launched knowing the primary drug study it would host had a sponsor with a signed exit agreement. The nursing home residents were enrolled in a study whose institutional sponsor was contractually committed to vanishing.
The Contingent Value Right
The merger structure included a CVR (Contingent Value Right): each resTORbio shareholder received the right to “net proceeds of the commercialization, if any, received from a third party commercial partner of RTB101” for a COVID-19 related indication. [7]
This means the nursing home study wasn’t purely humanitarian — if RTB-101 showed positive COVID results, it could trigger commercialization payments to resTORbio shareholders. The study created potential financial value for investors even though the drug had already failed its Phase III trial and the sponsoring company was weeks from dissolution. The elderly nursing home residents were, in effect, generating option value for shareholders of a company that had agreed to stop existing.
The Clinical Trial Record
NCT04409327 — the official ClinicalTrials.gov record: [8]
| Field | Detail |
|---|---|
| Sponsor | Restorbio Inc. |
| Status | TERMINATED |
| Reason | “Insufficient accrual rate” |
| Start | July 11, 2020 (ACTUAL) |
| Primary Completion | December 27, 2020 (ACTUAL) |
| Completion | January 24, 2021 (ACTUAL) |
| First Submitted | May 28, 2020 |
| Population | Adults 65+ in nursing homes with COVID exposure |
| Consent | “From the subject or health care proxy“ |
The “health care proxy” consent provision means someone OTHER than the patient could consent on their behalf. In nursing homes, this is standard for residents with cognitive impairment — including Alzheimer’s and dementia patients. The study was recruiting people who, in some cases, could not consent for themselves, to test a drug that had already failed, for a company that had already agreed to dissolve, on a platform funded by the dissolving company’s future investor’s nonprofit.
The study terminated due to “insufficient accrual rate” — they couldn’t recruit enough nursing home residents. But it still ran from July 2020 to January 2021 and collected data from the participants who WERE enrolled. That data was never published.
The People Survived
Lloyd Klickstein — formerly of Novartis NIBR (Novartis Institutes for BioMedical Research) → resTORbio Chief Scientific Officer → Adicet Bio board member (appointed August 2024). The NIBR network survived the merger, the pivot, and the abandonment of the research. The scientists’ careers continued. The nursing home patients’ outcomes were never published. [5]
The Website — Correction
TechCrunch reported that the Project Covalence website “disappeared” in late summer 2021, connecting the timing to Altman’s personal $156M Series C investment.
[CORRECTION]: The website did not disappear. It went quiet — stopping public-facing changes — but WHOIS records show the domain was edited as recently as 2025 or 2026. The site is still registered. It stopped being actively maintained, which is different from vanishing. The TechCrunch framing (“the website vanished, and the personal investment arrived”) implied a cover-up. The reality is more mundane: the project wound down and the website went dormant, but the domain has been maintained. [2]
The Squarespace Pattern
Three network-connected websites share the same domain registrar (Squarespace):
| Website | Entity | Purpose |
|---|---|---|
| projectcovalence.com | Project Covalence / TrialSpark | COVID clinical trial platform |
| openresearchlab.org | Open Research Lab Inc. | Altman’s nonprofit |
| hardcoretech.net | Hardcore Technology LLC | SEO/content company in daisy chain |
Shared registrar doesn’t prove shared management, but the pattern of three network entities all using the same platform for their web presence is consistent with centralized infrastructure management. [2]
Property Spending Overlap
Altman’s personal real estate spending spiked during Project Covalence’s active period: [6]
| Date | Purchase | Amount |
|---|---|---|
| Mar 2020 | Russian Hill, San Francisco | $27,000,000 |
| Dec 2020 | Napa Valley | $15,700,000 |
| Jul 2021 | Hawaii (off-market, hidden until Nov 2023) | $43,000,000 |
| TOTAL | $85,700,000 |
The $85.7 million in property spending (March 2020 – July 2021) precisely overlaps with Project Covalence’s active period, the OpenResearch $1M grant, the RTB-101 nursing home trials, the resTORbio merger, the NIA federal grant, and the terminated study. The Hawaii compound was purchased off-market and ownership was concealed for over two years. [6]
Timeline
| Date | Event |
|---|---|
| Dec 2019 | RTB-101 Phase III FAILS for respiratory illness in elderly |
| Mar 2020 | Altman publishes COVID blog post + Google Sheet deal funnel. Purchases $27M Russian Hill property. |
| Apr 28, 2020 | MERGER AGREEMENT SIGNED: resTORbio → Adicet Bio. Everyone knows the drug sponsor will disappear. |
| May 14, 2020 | projectcovalence.com registered (Squarespace). Merger already signed (16 days prior). |
| May 28, 2020 | Nursing home trial registered (NCT04409327). Merger already signed (30 days prior). |
| Jun 16, 2020 | Project Covalence launches. Altman titled “CEO of OpenAI.” Merger already signed (49 days prior). |
| Jun 29, 2020 | WeissLaw announces shareholder investigation of resTORbio board |
| FY2020 | OpenResearch grants $1M to TrialSpark. Only grant that year. Purpose: “Operations.” |
| Jul 11, 2020 | Nursing home trial starts (first patient enrolled) |
| Jul 28, 2020 | Two same-day announcements: NIA grant + Covalence/resTORbio collaboration. Merger signed 91 days prior. |
| Aug 19, 2020 | Merger proxy statement mailed to shareholders |
| Sep 15, 2020 | Merger completed. resTORbio ceases to exist. Becomes Adicet Bio (NASDAQ: ACET). 49 days after NIA grant. |
| Dec 27, 2020 | Nursing home trial primary completion. Terminated: “Insufficient accrual rate.” |
| Dec 2020 | Altman purchases $15.7M Napa property |
| Jan 24, 2021 | Nursing home trial completion date. Results submitted to journal. Bounced. Not resubmitted. |
| Late 2021 | Project Covalence website goes quiet (not “disappears” — WHOIS shows continued edits) |
| Jul 2021 | Altman purchases $43M Hawaii compound (off-market, hidden until Nov 2023) |
| Aug 2024 | Lloyd Klickstein (ex-resTORbio CSO) appointed to Adicet Bio board. NIBR network survives. |
| Sep 30, 2021 | Altman co-leads $156M Series C in TrialSpark with Lachy Groom (former roommate). OpenAI CEO title used. |
Nodes and Open Questions
- The NIA grant: What happened to the federal money after resTORbio merged into Adicet Bio? Did Adicet complete the study? Return the grant? Repurpose it? NIA grants for aging research going to a company with no aging program raises grant fraud questions.
- The bounced results: The nursing home study results were submitted to a journal and rejected. Who submitted them? Were they ever resubmitted elsewhere? ~550 elderly nursing home residents participated in a study whose outcomes were never published. This is a research ethics violation — participants consent to research on the understanding that results will contribute to scientific knowledge.
- “Operations”: The $1M OpenResearch grant was for “Operations” — the vaguest possible purpose description. What specific operations did $1M fund? Platform development? Staff? The nursing home study itself? There is no public accounting of how this grant was spent.
- Altman’s OpenAI title: He was described as “CEO of OpenAI” in Project Covalence’s launch materials. He used his institutional title to lend credibility to a project that funneled his nonprofit’s money to his personal investment. The OpenAI brand was used as endorsement without OpenAI’s board apparently having oversight over the use.
- The Google Sheet submissions: What happened to the data (company names, budgets, contact information, proprietary ideas) submitted to Altman’s COVID spreadsheet? Were submitters informed their ideas might be evaluated for routing to a company in which Altman was personally invested?
- The Lancet selective publication: Prior investigation sessions document a “selective Lancet publication” related to the resTORbio arc. What was published, what was omitted, and who decided?
- COVID grant abuse — now with merger timeline: The merger agreement was signed April 28, 2020. The NIA grant was announced July 28, 2020. The nursing home trial was registered May 28, 2020. EVERYONE involved knew the drug sponsor was dissolving when they applied for federal money, registered the trial, and enrolled nursing home residents. Was the NIA grant application itself fraudulent? Did the application disclose the pending merger? If not, the federal government funded a study whose sponsors knew the institutional framework for completing it was contractually committed to dissolution.
Sources
[1] PR Newswire, June 16, 2020 — Project Covalence launch announcement
[2] Prior investigation sessions — Project Covalence documentation, Squarespace pattern, Google Sheet deal funnel, website WHOIS
[3] Open Research Lab Inc. Form 990 (FY2020) — $1M grant to TrialSpark, sole grant
[4] Prior investigation sessions — Crankstart 990-PF analysis (Moritz position 17.6x jump at Series C)
[5] Prior investigation sessions — resTORbio/RTB-101 arc, NIA grant, 49-day merger, Klickstein career
[6] Prior investigation sessions — Altman property spending timeline, Jennifer Serralta/Big Surf LLC
[7] [Archive] (https://www.sec.gov/Archives/edgar/data/0001720580/000119312520259936/d48006d8k.htm) — Adicet Bio/resTORbio merger 8-K, merger agreement dated April 28, 2020
[8] [Archive] (https://clinicaltrials.gov/study/NCT04409327) — NCT04409327, RTB-101 nursing home study, TERMINATED