Rani Therapeutics Holdings, Inc. SEC Filings

Rani Therapeutics Holdings, Inc. has obtained written consent from its majority voting stockholder to approve the issuance of Class A common stock upon exercise of previously issued warrants and to adopt a new amended and restated certificate of incorporation. These approvals relate to an October 2025 private placement that generated approximately $60.3 million in gross proceeds, compared with cash and cash equivalents of $4.1 million as of September 30, 2025, which had raised substantial doubt about the company’s ability to continue as a going concern.

The private placement included Common Warrants exercisable for up to 125,000,004 shares of Class A common stock at an exercise price of $0.48 per share, subject to stockholder approval under Nasdaq Listing Rule 5635(d). As of the record date, 97,550,981 Class A and 23,970,359 Class B shares were outstanding, with Class B carrying 10 votes per share.

The new charter will, among other changes, reduce Class B voting power to one vote per share, eliminate separate Class B voting on certain matters, prohibit future stockholder action by written consent, subject the company to Section 203 of the Delaware General Corporation Law, require two‑thirds supermajority votes for specified charter and bylaw changes, and limit who may call special meetings. The warrant share issuances and charter changes become effective at least 20 days after mailing of this information statement.

Rani Therapeutics Holdings, Inc. filed a resale prospectus registering up to 250,000,008 shares of Class A common stock for potential sale by selling stockholders. This includes 42,633,337 shares, 125,000,004 shares issuable upon exercise of common stock warrants, and 82,366,667 shares issuable upon exercise of pre-funded warrants.

The company is not selling shares in this offering and will not receive proceeds from stockholder resales. Rani may receive cash only if warrants are exercised, which would total approximately $60 million at the stated exercise prices. Common stock warrants carry a $0.48 exercise price and a five-year term following the initial exercise date; pre-funded warrants are exercisable at $0.0001 per share with an unlimited term.

Warrants include beneficial ownership caps of 4.99% or 9.99%, as applicable. As context, shares outstanding were 121,511,580 as of October 31, 2025. RANI Class A common stock trades on Nasdaq under “RANI”; the last reported price was $2.27 on November 6, 2025.

Rani Therapeutics (RANI) filed its Q3 2025 10‑Q, reporting lower operating expenses and a narrower quarterly loss. Q3 operating expenses were $7.3 million versus $11.8 million a year ago, driving a net loss of $7.9 million compared to $12.7 million in Q3 2024. Year to date, the company recorded contract revenue of $172,000 and a net loss of $31.9 million.

Liquidity remained tight at quarter‑end with cash, cash equivalents and restricted cash of $4.6 million, total assets of $10.1 million, and current debt of $13.5 million. Stockholders’ equity stood at a deficit of $12.0 million. Management notes that October 2025 financing events, a Chugai license and collaboration upfront, Series D warrant exercises, and a lender debt conversion alleviated substantial doubt about going concern for the next 12 months.

During 2025, Rani raised funds via a July securities purchase agreement ($3.0 million gross) and $3.9 million in cash from warrant exercises tied to a May letter agreement, issuing 13,160,172 Series D warrants at a $0.65 exercise price. As of October 31, 2025, Rani had 97,541,221 Class A shares and 23,970,359 Class B shares outstanding.

Rani Therapeutics Holdings, Inc. furnished an 8‑K announcing a corporate update and financial results for the three and nine months ended September 30, 2025. The company issued a press release on November 6, 2025, which is included as Exhibit 99.1 and incorporated by reference.

The information provided under Item 2.02, including Exhibit 99.1, is furnished and not deemed “filed” under Section 18 of the Exchange Act, and will only be incorporated into other filings if specifically referenced.

Rani Therapeutics (RANI): Director equity grant reported. A director was granted a stock option covering 100,000 shares of Class A common stock on 10/23/2025 at an exercise price of $2.09 per share. The option expires on 10/22/2035.

The award vests over three years: one-third on October 23, 2026, then one‑thirty‑sixth monthly thereafter, subject to continuous service. Following the grant, 100,000 derivative securities were beneficially owned, held directly.

Rani Therapeutics Holdings, Inc. reported a Form 3 insider filing. The filing shows a director reported no securities beneficially owned as of 10/23/2025. The document indicates it was filed by one reporting person.

Rani Therapeutics Holdings, Inc. (RANI) reported a Form 4 showing a director received a stock option grant for 100,000 shares of Class A common stock at an exercise price of $2.09 per share on October 23, 2025.

The option expires on October 22, 2035 and vests over three years: one-third on October 23, 2026, then 1/36 monthly thereafter, subject to continuous service. Following the grant, 100,000 derivative securities were beneficially owned directly.

Rani Therapeutics Holdings, Inc. (RANI) reported an initial beneficial ownership filing (Form 3) for director Abraham Bassan. The filing states that no securities are beneficially owned as of the event date 10/23/2025. The form was filed by one reporting person and reflects the individual’s status as a director, with no non-derivative or derivative holdings listed.

Rani Therapeutics (RANI) reported insider activity: Director and 10% owner Mir A. Imran purchased 2,083,334 shares of Class A common stock at $0.605 on 10/23/2025 in a PIPE offering. He also acquired warrants to purchase 2,083,334 Class A shares with a $0.48 exercise price, which are exercisable upon stockholder approval and carry a five-year term from the date of such approval.

Following the transactions, he beneficially owns 2,083,334 Class A shares directly. Indirect holdings are reported as 74,139 Class A shares and 22,660,053 Class B shares through affiliated entities, subject to stated pecuniary interest disclaimers.