Rani Therapeutics raises $20M in equity offering

Rani Therapeutics Holdings, Inc. entered into a securities purchase agreement with institutional investors to conduct a registered offering of equity.

Rhea-AI Filing Summary

Rani Therapeutics Holdings, Inc. entered into a securities purchase agreement with institutional investors to conduct a registered offering of equity. The deal covers 12,476,637 shares of Class A common stock at $1.07 per share and pre-funded warrants to purchase 6,214,953 shares at an exercise price of $0.0001 per share, sold at $1.0699 per warrant.

The transaction is expected to generate approximately $20.0 million in gross proceeds before fees, with a 6.0% cash fee payable to the placement agents. Closing is expected on or about May 27, 2026, subject to customary conditions.

Rani agreed to a 90-day restriction on most new equity issuances and a nine-month restriction on new variable rate transactions, while directors, officers and certain stockholders signed 60-day lock-up agreements limiting sales of Rani securities.

Insights

Capital markets analyst

Rani executes a $20M primary equity raise with near-term issuance limits.

Rani Therapeutics is raising approximately $20.0 million through a registered offering of 12,476,637 Class A shares and pre-funded warrants for 6,214,953 additional shares. Pricing at about $1.07 per share/warrant indicates a straightforward discounted equity financing using an effective shelf registration.

The structure mixes common stock with low-exercise-price pre-funded warrants, which function economically like shares while managing certain investor constraints. A 6.0% placement fee to H.C. Wainwright & Co. and Chardan reflects standard small-cap healthcare financing terms, with other offering expenses also borne by the company.

Rani accepted a 90-day limitation on most new equity issuance and a nine-month ban on new variable rate transactions, plus 60-day lock-ups for insiders. These terms temporarily cap additional dilutive financings but do not quantify long-term capital needs; actual impact will depend on how effectively the $20.0 million is deployed.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares offered: 12,476,637 shares Pre-funded warrants: 6,214,953 warrants Share offering price: $1.07 per share +5 more

8 metrics

Common shares offered 12,476,637 shares Class A common stock in the offering

Pre-funded warrants 6,214,953 warrants Pre-funded warrants to purchase Class A shares

Share offering price $1.07 per share Class A common stock offering price

Warrant price $1.0699 per warrant Price per pre-funded warrant

Warrant exercise price $0.0001 per share Exercise price for pre-funded warrants

Gross proceeds $20.0 million Expected aggregate gross proceeds from the offering

Placement fee rate 6.0% Cash fee on aggregate gross proceeds

Issuance restriction period 90 days Limit on most new equity or equivalents

Key Terms

pre-funded warrants, Securities Purchase Agreement, lock-up agreements, variable rate transactions, +1 more

5 terms

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.

Securities Purchase Agreement financial

"entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

lock-up agreements financial

"directors, officers and certain stockholders have entered into lock-up agreements with Rani"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

variable rate transactions financial

"not to enter into an agreement involving any new variable rate transactions until nine months"

registration statement on Form S-3 regulatory

"The Offering is being made pursuant to Rani’s registration statement on Form S-3 (No. 333-289424)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Offering Details

primary · $20.0 million gross proceeds; 12,476,637 shares and 6,214,953 pre-funded warrants

Offering

Offering Type primary

Securities Offered Class A common stock and pre-funded warrants

Offering Amount $20.0 million gross proceeds; 12,476,637 shares and 6,214,953 pre-funded warrants

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of financing did Rani Therapeutics (RANI) announce?

Rani Therapeutics announced a registered equity financing with institutional investors. The deal combines new Class A common shares and pre-funded warrants, structured under an existing Form S-3 shelf registration, to raise approximately $20.0 million in gross proceeds for the company.

How many RANI shares and warrants are issued in this offering?

The offering includes 12,476,637 shares of Class A common stock and pre-funded warrants to purchase 6,214,953 additional shares. Together, these securities significantly expand RANI’s potential share count, though the pre-funded warrants only convert into shares upon exercise at a minimal price.

What pricing did Rani Therapeutics (RANI) set for the new securities?

Rani priced the Class A common stock at $1.07 per share and the pre-funded warrants at $1.0699 each. The pre-funded warrants carry a nominal $0.0001 per share exercise price, making them economically similar to purchased shares once exercised in full.

How much capital will Rani Therapeutics (RANI) raise from this deal?

Rani expects aggregate gross proceeds of approximately $20.0 million from the offering. This figure is before deducting the 6.0% cash fee payable to the placement agents and other offering-related expenses that the company agreed to reimburse.

What lock-up and issuance restrictions apply after the RANI offering?

Rani agreed not to issue most new equity or equivalents for 90 days and to avoid new variable rate transactions for nine months. Additionally, directors, officers, and certain stockholders signed 60-day lock-up agreements limiting their ability to sell or transfer Rani securities.

Who acted as placement agents for the Rani Therapeutics (RANI) offering?

H.C. Wainwright & Co., LLC served as lead placement agent and Chardan Capital Markets LLC as placement agent. Under engagement agreements, Rani will pay them a 6.0% cash fee on gross proceeds and reimburse specified expenses tied to completing the offering.

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

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Accepted by SEC EDGAR 05/26/2026 - 08:41 PM EDT Learn about SEC filing dates

false 0001856725 0001856725 2026-05-26 2026-05-26

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): May 26, 2026

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 8.01 Other Events

Securities Purchase Agreement

On May 26, 2026, Rani Therapeutics Holdings, Inc. (“Rani”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), relating to the issuance and sale (the “Offering”), of 12,476,637 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), and pre-funded warrants to purchase 6,214,953 shares of Class A common stock. The pre-funded warrants are exercisable immediately upon issuance, have an exercise price of $0.0001 per share and may be exercised at any time until exercised in full. The Offering price is $1.07 per share of Class A common stock, and $1.0699 per pre-funded warrant. The aggregate gross proceeds to Rani from the Offering are expected to be approximately $20.0 million, before deducting placement agents’ fees and other estimated Offering expenses payable by Rani. The closing of the Offering is expected to occur on or about May 27, 2026, subject to the satisfaction of customary closing conditions.

The Purchase Agreement contains customary representations, warranties and agreements by Rani, customary conditions to closing, and indemnification obligations of Rani and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the parties.

Pursuant to the terms of the Purchase Agreement, until 90 days following the date of the Purchase Agreement, Rani has agreed, subject to certain exceptions, not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Class A common stock or common stock equivalents, or file or amend any registration statement or prospectus, other than as necessary to maintain the registration of the securities issued in the Offering. Rani has further agreed not to enter into an agreement involving any new variable rate transactions until nine months following the closing of the Offering, subject to certain exceptions. In addition, Rani’s directors, officers and certain stockholders have entered into lock-up agreements with Rani pursuant to which each of them has agreed not to, for a period of 60 days following the date of the Purchase Agreement, offer, sell, transfer or otherwise dispose of Rani’s securities, subject to certain exceptions.

Rani engaged H.C. Wainwright & Co., LLC to act as the lead placement agent and Chardan Capital Markets LLC as placement agent for the Offering and entered into engagement agreements dated May 10, 2026, as amended on May 25, 2026, and May 25, 2026, respectively, pursuant to which Rani has agreed (i) to pay the placement agents a cash fee equal to 6.0% of the aggregate gross proceeds generated from the Offering and (ii) to reimburse the placement agents for certain expenses incurred by the placement agents in connection with the Offering.

The Offering is being made pursuant to Rani’s registration statement on Form S-3 (No. 333-289424), as previously declared effective by the Securities and Exchange Commission on August 14, 2025, and a related base prospectus and prospectus supplement.

A copy of the form of pre-funded warrant is filed as Exhibit 4.1 hereto and the form of Purchase Agreement is filed as Exhibit 10.1 hereto. The foregoing descriptions of the terms of the Purchase Agreement and the pre-funded warrant are qualified in their entirety by reference to such exhibits. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Cooley LLP
10.1		Form of Securities Purchase Agreement, dated May 26, 2026
23.1		Consent of Cooley LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (the cover page XBRL tags are 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: May 26, 2026				By:		/s/ Svai Sanford
						Svai Sanford
						Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 210.8 KB

Other Documents

• EX-4.1 EX-4.1 75.8 KB
• EX-5.1 EX-5.1 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB