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Rani Therapeutics Holdings, Inc. Announces Pricing of $20.0 Million Registered Direct Offering of Class A Common Stock Priced At-The-Market Under Nasdaq Rules

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Rani Therapeutics (Nasdaq:RANI) priced a registered direct offering of Class A common stock and pre-funded warrants, at-the-market under Nasdaq rules, expected to raise about $20.0 million in gross proceeds.

The deal includes 12,476,637 shares at $1.07 and 6,214,953 pre-funded warrants at $1.0699, closing around May 27, 2026.

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Positive

  • Gross proceeds expected to be approximately $20.0 million before expenses
  • Financing led by a sovereign wealth fund with healthcare-focused investors
  • Use of effective Form S-3 shelf registration supports capital-raising flexibility

Negative

  • Issuance of 12,476,637 new shares of Class A common stock dilutes existing holders
  • Pre-funded warrants for 6,214,953 additional shares create further potential dilution
  • Net proceeds will be reduced by placement agent fees and other offering expenses

News Market Reaction – RANI

-12.10%
15 alerts
-12.10% Session close to close
-8.0% Trough in 1 hr 46 min
$132.55M Market Cap
0.5x Rel. Volume

In the May 26 session, RANI declined 12.10%, reflecting a significant negative market reaction. Argus tracked a trough of -8.0% from its starting point during tracking. Our momentum scanner triggered 15 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -12.1% in the session following this news. A negative reaction despite the capital...
Analysis

The stock dropped -12.1% in the session following this news. A negative reaction despite the capital raise fits Rani’s history, where prior offerings averaged a -23.49% move. The new $20.0 million registered direct deal adds common stock and pre-funded warrants at $1.07, raising dilution concerns. With an active S-3 shelf and previously registered warrant capacity, investors have often focused on supply overhang, which has historically pressured the share price following similar announcements.

Key Figures

Offering size: $20.0 million Shares issued: 12,476,637 shares Share price: $1.07 per share +5 more
8 metrics
Offering size $20.0 million Gross proceeds from registered direct offering before fees
Shares issued 12,476,637 shares New Class A common stock in registered direct offering
Share price $1.07 per share Offering price for Class A common stock
Pre-funded warrants 6,214,953 warrants Pre-funded warrants to purchase Class A common stock
Pre-funded price $1.0699 per warrant Purchase price per pre-funded warrant
Warrant exercise price $0.0001 per share Exercise price of each pre-funded warrant
Current price $1.07 Pre-news share price vs. offering price
Expected close date May 27, 2026 Anticipated closing of registered direct offering

Previous Offering Reports

3 past events · Latest: Jul 15 (Negative)
Same Type Pattern 3 events
Date Event Sentiment 24h Move Catalyst
Jul 15 Registered direct offering Negative -38.9% Announced $3.0M registered direct offering with stock and pre-funded warrants.
Oct 15 Registered direct offering Negative -33.3% Priced $10.0M registered direct with stock, pre-funded and Series C warrants.
Jul 22 Registered direct offering Negative +1.8% Announced $10.0M registered direct including Series A and B warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past registered direct offerings have typically been followed by sharp declines, with an average move of -23.49% across 3 events and two clearly negative reactions.

Recent Company History

Over 2024–2025, Rani completed several registered direct offerings, including $10.0 million deals in July 2024 and October 2024 and a smaller $3.0 million raise in July 2025. These financings combined common stock, pre-funded warrants and, at times, additional warrant series. Price reactions were usually negative, underscoring investor sensitivity to dilution. Today’s $20.0 million at-the-market registered direct offering continues this pattern of external capital raises.

Key Terms

registered direct offering, pre-funded warrants, at-the-market, shelf registration statement, +3 more
7 terms
registered direct offering financial
"pre-funded warrants to purchase 6,214,953 shares ... in a registered direct offering priced at-the-market"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
pre-funded warrants financial
"and pre-funded warrants to purchase 6,214,953 shares of Class A common stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
at-the-market financial
"registered direct offering priced at-the-market under Nasdaq rules"
"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.
shelf registration statement regulatory
"pursuant to a “shelf” registration statement on Form S-3 (File No. 333-289424)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3 regulatory
"a “shelf” registration statement on Form S-3 (File No. 333-289424)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplement regulatory
"by means of a prospectus, including a prospectus supplement, forming a part of the effective registration"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
placement agent financial
"H.C. Wainwright & Co. is acting as the lead placement agent for the offering."
A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SAN JOSE, Calif., May 26, 2026 (GLOBE NEWSWIRE) -- Rani Therapeutics Holdings, Inc. (“Rani Therapeutics” or “Rani”) (Nasdaq: RANI), a clinical-stage biotherapeutics company focused on the oral delivery of biologics and drugs, today announced that it has entered into a securities purchase agreement led by a sovereign wealth fund, along with other new and existing healthcare-focused funds for the purchase and sale of 12,476,637 shares of Rani Therapeutics’ Class A common stock at a purchase price of $1.07 per share and pre-funded warrants to purchase 6,214,953 shares of Class A common stock at a purchase price of $1.0699 per pre-funded warrant in a registered direct offering priced at-the-market under Nasdaq rules. The exercise price of each pre-funded warrant is $0.0001 per share of Class A common stock.

H.C. Wainwright & Co. is acting as the lead placement agent for the offering. Chardan Capital Markets is acting as placement agent for the offering.

The offering is expected to close on or about May 27, 2026, subject to satisfaction of customary closing conditions. The gross proceeds to Rani Therapeutics from this offering are expected to be approximately $20.0 million, before deducting placement agents’ fees and other offering expenses.

The securities in the registered direct offering are being offered and sold by Rani pursuant to a “shelf” registration statement on Form S-3 (File No. 333-289424) which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 14, 2025. The offering of the securities is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, or via email at placements@hcwco.com or telephone at (212) 856-5711.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Rani Therapeutics

Rani Therapeutics is a clinical-stage biotherapeutics company focused on advancing technologies to enable the development of orally administered biologics and drugs. Rani has developed the RaniPill® capsule, which is a novel, proprietary and patented platform technology, intended to replace subcutaneous injection or intravenous infusion of biologics and drugs with oral dosing. Rani has successfully conducted several preclinical and clinical studies to evaluate safety, tolerability and bioavailability using RaniPill® capsule technology.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, the expected gross proceeds and closing date of the offering. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “believe,” “potential,” “expect,” “may,” “could” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Rani’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with Rani’s business in general and the other risks described in Rani’s filings with the Securities and Exchange Commission, including Rani’s annual report on Form 10-K for the year ended December 31, 2025 and quarterly report on Form 10-Q for the quarter ended March 31, 2026, and subsequent filings and reports by Rani. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. Rani undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Investor Contact:
investors@ranitherapeutics.com

Media Contact:
media@ranitherapeutics.com


FAQ

What did Rani Therapeutics (RANI) announce about its $20 million registered direct offering?

Rani Therapeutics announced a registered direct offering expected to raise about $20.0 million in gross proceeds. According to Rani Therapeutics, the financing includes common stock and pre-funded warrants priced at-the-market under Nasdaq rules, with closing targeted around May 27, 2026.

How many RANI shares and pre-funded warrants are included in the May 2026 offering?

The offering includes 12,476,637 shares of Class A common stock and pre-funded warrants for 6,214,953 shares. According to Rani Therapeutics, common shares are priced at $1.07 and pre-funded warrants at $1.0699, with a $0.0001 exercise price per underlying share.

At what price is Rani Therapeutics (RANI) selling stock in the May 2026 direct offering?

Rani Therapeutics is selling Class A common stock at $1.07 per share in this offering. According to Rani Therapeutics, the pre-funded warrants are priced at $1.0699 each, with a nominal $0.0001 per-share exercise price for the underlying Class A common stock.

When is the Rani Therapeutics (RANI) registered direct offering expected to close?

The offering is expected to close on or about May 27, 2026, subject to customary conditions. According to Rani Therapeutics, completion depends on standard closing requirements typical for registered direct offerings of Nasdaq-listed equity securities and related warrants.

Which firms are acting as placement agents for the Rani Therapeutics (RANI) offering?

H.C. Wainwright & Co is the lead placement agent, and Chardan Capital Markets is also acting as placement agent. According to Rani Therapeutics, these firms are arranging the registered direct sale of common stock and pre-funded warrants to healthcare-focused investors.

Under which SEC registration is the May 2026 Rani Therapeutics (RANI) offering being conducted?

The securities are being offered under an effective Form S-3 shelf registration statement, File No. 333-289424. According to Rani Therapeutics, this shelf was declared effective by the SEC on August 14, 2025, enabling the registered direct offering structure.