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Rani Therapeutics (NASDAQ: RANI) names Michelle Gilson audit chair

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rani Therapeutics Holdings, Inc. appointed Michelle Gilson to its Board of Directors on August 1, 2026, and named her chair of the Audit Committee, with her term running until the earlier of the next annual meeting of stockholders, the qualification of a successor, or her death, resignation, or removal.

Gilson, age 34, is the former Chief Financial Officer of Arcellx, Inc., serving from May 2022 through its acquisition by Gilead Sciences, Inc. in April 2026, and previously held biotechnology equity research and investment banking roles at several financial firms. She will serve as a non-employee director and receive compensation under the company’s Non-Employee Director Compensation Policy and will enter into the company’s standard indemnification agreement. The company states there are no arrangements or understandings regarding her appointment, no family relationships with other directors or executive officers, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.

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Filing Explained

Rani Therapeutics will enter a standard indemnification agreement with Michelle Gilson, under which the company may cover certain expenses tied to claims arising from her board service, subject to the agreement and applicable law.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Director appointment date August 1, 2026 Date Michelle Gilson was appointed to the Board and as Audit Committee chair
Director age 34 Age of Michelle Gilson at the time of her appointment
CFO tenure at Arcellx, Inc. May 2022 to April 2026 Period Gilson served as Chief Financial Officer of Arcellx, Inc.
Equity research tenure at Canaccord Genuity 2018 to 2022 Period she served as Senior Biotechnology Equity Research Analyst at Canaccord Genuity Group Inc.
Audit Committee regulatory
"Ms. Gilson was appointed as chair of the Audit Committee."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Non-Employee Director Compensation Policy regulatory
"compensation as a non-employee director in accordance with the Company’s Non-Employee Director Compensation Policy"
indemnification agreement regulatory
"The Company will enter into its standard form of indemnification agreement (the “Indemnity Agreement”) with Ms. Gilson."
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Registration Statement on Form S-1 regulatory
"filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
Item 404(a) of Regulation S-K regulatory
"no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K."

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

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FAQ

What board change did Rani Therapeutics (RANI) disclose on August 1, 2026?
Rani Therapeutics appointed Michelle Gilson to its Board of Directors on August 1, 2026 and named her chair of the Audit Committee, serving until the earlier of the next annual stockholder meeting, a successor’s qualification, or her death, resignation, or removal.

Who is Michelle Gilson, newly appointed to the Rani Therapeutics (RANI) board?
Michelle Gilson, age 34, is the former Chief Financial Officer of Arcellx, Inc., serving from May 2022 through its April 2026 acquisition by Gilead Sciences, and previously worked in biotechnology equity research and investment banking roles.

How will Michelle Gilson be compensated as a Rani Therapeutics (RANI) director?
Gilson will receive compensation as a non-employee director under Rani Therapeutics’ Non-Employee Director Compensation Policy, filed as Exhibit 10.1 to its Form 10-Q dated May 15, 2026, which is incorporated by reference.

What indemnification will Rani Therapeutics (RANI) provide to Michelle Gilson?
Rani Therapeutics will enter into its standard indemnification agreement with Gilson, providing indemnification for certain expenses related to covered claims to the fullest extent under applicable law, as described in a form filed as Exhibit 10.4 to its Form S-1 on July 9, 2021.

How long is Michelle Gilson expected to serve on the Rani Therapeutics (RANI) board?
Gilson will serve as director until the earlier of the next annual meeting of stockholders, the appointment and qualification of her successor, or her death, resignation, or removal, consistent with the company’s governance terms.
false 0001856725 0001856725 2026-08-01 2026-08-01
 
 

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): August 1, 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

 

 

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 (see General Instruction A.2. below):

 

☐

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, $0.0001 par value   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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Director Appointment

On August 1, 2026, Michelle Gilson was appointed to the Board, effective immediately, until the earlier of the Company’s next annual meeting of stockholders, the appointment and qualification of her successor, or her death, resignation, or removal. In addition, Ms. Gilson was appointed as chair of the Audit Committee.

Michelle Gilson, age 34, has served as the Chief Financial Officer of Arcellx, Inc., a biotechnology company, from May 2022 through its acquisition by Gilead Sciences, Inc. in April 2026. From 2018 to 2022, Ms. Gilson served as a Senior Biotechnology Equity Research Analyst at Canaccord Genuity Group Inc., a financial services firm, most recently as a Managing Director. She served as a Senior Associate at Jefferies LLC, an investment banking firm, from 2017 to 2018, an Associate at Nomura Group, a financial securities service firm from 2016 to 2017, an Associate Director at Oppenheimer & Co., Inc., an investment bank and financial services company from 2015 to 2016, and an Analyst at Goldman Sachs, an investment bank and financial services company, from 2014 to 2015, covering healthcare and biotechnology companies. Ms. Gilson holds a B.S. in Business Administration from the University of Southern California.

Ms. Gilson will receive compensation as a non-employee director in accordance with the Company’s Non-Employee Director Compensation Policy, which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2026, and is incorporated by reference herein.

There are no arrangements or understandings between the Company and Ms. Gilson. In addition, there is no family relationship between each of Ms. Gilson and any of the Company’s other directors or executive officers, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company will enter into its standard form of indemnification agreement (the “Indemnity Agreement”) with Ms. Gilson. The Indemnity Agreement provides, among other things, that the Company will indemnify Ms. Gilson, under the circumstances and to the extent provided therein, for certain expenses which she may be required to pay in connection with certain claims to which she may be made a party by reason of her service to the Company as a director and otherwise to the fullest extent under applicable law. The foregoing is only a brief description of the terms of the indemnification arrangement with Ms. Gilson, does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, which is filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on July 9, 2021.

 

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 hereunto duly authorized.

 

Date: August 4, 2026   Rani Therapeutics Holdings, Inc.
    By:  

/s/ Nicholas Maestas

    Name:   Nicholas Maestas
    Title:   Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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