[8-K] Rani Therapeutics Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Rani Therapeutics (Nasdaq:RANI) filed an 8-K disclosing receipt of a Nasdaq minimum-bid-price deficiency notice. The stock closed below $1.00 for 30 consecutive business days, violating Listing Rule 5450(a)(1).

The Company has 180 days, until December 17 2025, to lift its bid to at least $1.00 for 10 straight sessions. If unsuccessful, Rani may seek a second 180-day grace period by moving to the Nasdaq Capital Market and, if needed, enacting a reverse stock split. Failure to regain compliance would result in delisting.

Management is monitoring the share price and evaluating alternatives but gives no assurance of success. Liquidity, investor base and valuation could be materially affected if the listing is lost.

Positive

• None.

Negative

• Nasdaq notice of non-compliance with the $1.00 minimum bid price rule; failure to cure by Dec 17 2025 could lead to delisting and reduced liquidity.

Insights

Listing Compliance Analyst

Nasdaq deficiency notice starts 180-day clock; reverse split or share price recovery required to avoid delisting, heightening risk profile for equity investors.

The notice is material because it jeopardizes Rani’s access to the deep liquidity and visibility of the Nasdaq Global Market. While the 180-day cure period is standard, historical data show many micro-cap issuers require a reverse split to meet the $1 threshold, often pressuring existing holders through dilution and reduced float. A transfer to the Nasdaq Capital Market would keep the ticker public but at the cost of perceived quality. Absent operational catalysts to lift fundamentals—and, by extension, share price—the board’s likely decision tree narrows to corporate actions rather than organic growth. Investors should model listing-related expenses, potential split ratios and the impact on option liquidity.

Equity Strategist

Shareholder dilution risk rises; company must spark price momentum or enact structural fix.

Delisting risk can shrink the institutional shareholder pool, elevate bid-ask spreads and constrain future capital raises. Although a second 180-day extension exists, it requires market-value thresholds that could be hard to satisfy if sentiment deteriorates. Management’s statement that “all options” are under review implicitly leaves a reverse split on the table, which historically reduces market cap as arbitrage traders short post-split weakness. Near-term catalysts—clinical readouts, partnerships, or cost actions—must now be judged not only on intrinsic value but also on their ability to push the price over $1. Investors should monitor average daily volume; thin trading would further complicate compliance. Overall, the filing increases execution risk and may cap upside until the listing cloud clears.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025

Rani Therapeutics Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40672	86-3114789
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2051 Ringwood Avenue
San Jose, California				95131
(Address of principal executive offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 457-3700

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		RANI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 20, 2025, Rani Therapeutics Holdings, Inc. (“Company”) received a letter (“Notice”) from the Nasdaq Stock Exchange LLC (“Nasdaq”), notifying Company that, based on the closing bid price of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for the prior 30 consecutive business days the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). Under Nasdaq Listing Rule 5810(c)(3)(A), the Company is entitled to a 180-day period, ending on December 17, 2025, to rectify the deficiency. In order to do so, the Company must achieve and maintain a minimum bid price of at least $1 per share or more for a minimum of 10 consecutive business days.

If the Company does not regain compliance by December 17, 2025, the Company may be eligible for an additional 180 calendar day compliance period if it elects to transfer to The Nasdaq Capital Market to take advantage of the additional compliance period offered on that market. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. If the Company does not regain compliance within the compliance period(s), including any extensions that may be granted by Nasdaq, the Common Stock will be subject to delisting. The Company intends to monitor the closing bid price of the Common Stock and consider its available options to resolve the noncompliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with The Nasdaq Global Market’s continued listing requirements or that Nasdaq will grant the Company a further extension of time to regain compliance, if applicable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Rani Therapeutics Holdings, Inc.
Date:	June 26, 2025	By:	/s/ Svai Sanford
			Svai Sanford Chief Financial Officer

FAQ

Why did RANI receive a Nasdaq non-compliance notice on June 20 2025?

Its Class A shares closed below the $1.00 minimum bid price for 30 consecutive business days, violating Nasdaq Listing Rule 5450(a)(1).

What deadline does RANI have to regain the $1.00 bid price requirement?

RANI has 180 days, until December 17 2025, to achieve a closing bid of at least $1.00 for 10 straight business days.

How can RANI regain Nasdaq compliance?

Options include organically lifting the share price or enacting a reverse stock split; either must result in 10 consecutive days above $1.00.

What happens if RANI fails to regain compliance by December 17 2025?

The company may seek a second 180-day period via transfer to Nasdaq Capital Market; otherwise, its stock will be subject to delisting.

Is a reverse stock split specifically mentioned as a remedy for RANI?

Yes. RANI stated it may effect a reverse split during a second compliance period to cure the deficiency if needed.