Rani Therapeutics Holdings, Inc. SEC Filings

Rani Therapeutics Holdings is a clinical-stage biotherapeutics company developing the oral RaniPill capsule to replace injectable biologics, with both low-capacity GO and high-capacity HC versions. It focuses on obesity, immunology and partnered rare-disease programs and remains pre-revenue with ongoing operating losses.

As of June 30, 2025, non‑affiliate equity was valued at about $65.0 million based on a $0.51 share price. As of February 28, 2026, it had 99,721,927 Class A and 23,970,359 Class B shares outstanding. Certain Rani LLC holders may exchange units for 1,124,194 Class A shares.

In 2025, Rani strengthened liquidity through a $60.3 million private placement of Class A stock, pre-funded warrants and common warrants, a $3.0 million July offering, and warrant exercises totaling $8.4 million. It also eliminated debt by repaying the remaining $6.2 million loan principal plus associated interest and fees.

Pipeline highlights include initiating a Phase 1 trial of RT‑114, an oral GLP‑1/GLP‑2 dual agonist for obesity, advancing RT‑116 (oral semaglutide) toward Phase 1, and positive Phase 1 data for RT‑111 (oral ustekinumab). Rani entered a collaboration with Chugai for hemophilia product RT‑117, receiving a $10.0 million upfront payment and eligibility for substantial milestones and royalties, and a 50/50 collaboration with ProGen on RT‑114.

Rani Therapeutics reported fourth-quarter and full-year 2025 results while highlighting major strategic milestones. The company signed a collaboration and license agreement with Chugai worth up to $1.085 billion for oral delivery of a rare disease antibody using its RaniPill® platform and completed an oversubscribed private placement raising $60.3 million, including $6.0 million of debt conversion.

Cash, cash equivalents and marketable securities were $49.7 million as of December 31, 2025, up from $27.6 million a year earlier, and the company expects this, plus an anticipated Chugai milestone, to fund operations into the fourth quarter of 2027. Rani repaid all remaining Avenue debt in December 2025 and reported having no outstanding debt at year-end.

For 2025, contract revenue was $1.6 million, research and development expenses fell to $20.2 million and general and administrative expenses declined to $19.7 million, reflecting cost-containment efforts. Net loss narrowed to $41.0 million from $56.6 million in 2024, while the company advanced its pipeline with preclinical data for oral semaglutide and RT‑114 and initiation of a Phase 1 obesity study.

Investment Company, Inc., a Delaware investment adviser, reported beneficial ownership of 9,745,343 Class A shares of Rani Therapeutics Holdings, Inc., equal to 9.9% of the class as of 12/31/2025. The firm holds sole voting and dispositive power over these securities.

The position is held through three funds that own common shares, pre-funded warrants and warrants. These warrants may only be exercised so that total beneficial ownership does not exceed 9.99% of Rani’s outstanding shares. The filer certifies the stake is held in the ordinary course as a passive investment.

Rani Therapeutics Holdings, Inc. disclosed that SymBiosis Capital Partners, LLC has filed a Schedule 13G reporting a significant passive stake in the company’s Class A Common Stock. SymBiosis reports beneficial ownership of 6,300,000 shares, representing 6.5% of the class, as of an event date of 11/13/2025.

SymBiosis has sole voting and sole dispositive power over all 6,300,000 shares, with no shared voting or dispositive authority. The filing is made on a passive basis, with SymBiosis certifying that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Rani Therapeutics.

The Vanguard Group filed a Schedule 13G showing a passive ownership stake in Rani Therapeutics Holdings Inc. As of 12/31/2025, Vanguard beneficially owned 5,109,368 shares of Rani common stock, representing 5.23% of the class.

Vanguard reports shared voting power over 486,801 shares and shared dispositive power over all 5,109,368 shares, with no sole voting or dispositive power. The shares are held for Vanguard’s clients, and no single other person’s interest exceeds 5% of the class. Vanguard certifies the position is held in the ordinary course of business, not to change or influence control.

The filing notes an internal realignment effective 01/12/2026, after which certain Vanguard subsidiaries or business divisions may report beneficial ownership separately, while pursuing the same investment strategies as before.

Rani Therapeutics Holdings, Inc. obtained written consent from its majority voting stockholder as of November 21, 2025 to approve the issuance of shares underlying recently issued warrants and to adopt an amended and restated certificate of incorporation.

In an October 16, 2025 private placement, the company sold securities with gross proceeds of approximately $60.3 million, including common stock purchase warrants exercisable for up to 125,000,004 shares of Class A common stock at $0.48 per share, subject to stockholder approval under Nasdaq Listing Rule 5635(d). As of September 30, 2025, cash and cash equivalents were $4.1 million, and without the placement there was substantial doubt about continuing as a going concern.

The new charter, approved by the board and the majority holder, reduces Class B common stock voting rights from ten votes to one vote per share, eliminates separate Class B voting on specified matters, subjects the company to Delaware General Corporation Law Section 203, requires a two‑thirds stockholder vote to amend certain provisions, allows only the board or specified officers to call special meetings, eliminates a classified board structure, and disallows future stockholder action by written consent. The majority holder controlled about 65.5% of total voting power on the approval date, so no additional stockholder vote is being sought.

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.