Akkaraju funds lift Rani Therapeutics (RANI) beneficial stake to 9.99%

Rhea-AI Filing Summary

Samsara BioCapital funds and Dr. Srinivas Akkaraju filed an amended Schedule 13D to update their ownership in Rani Therapeutics Holdings’ Class A common stock following a May 2026 financing.

On May 26, 2026, Samsara BioCapital, L.P. purchased 934,580 shares and Samsara Opportunity Fund, L.P. purchased 934,579 shares at $1.07 per share in a registered direct offering for an aggregate $2 million, funded from working capital. After giving effect to shares outstanding and securities issuable within 60 days, Dr. Akkaraju is reported as beneficially owning 11,322,961 shares, representing 9.99% of the Class A common stock, subject to warrant Beneficial Ownership Blockers that limit exercises above this threshold.

Key Figures

Samsara BioCapital purchase: 934,580 shares at $1.07/share Samsara Opportunity purchase: 934,579 shares at $1.07/share Aggregate purchase price: $2 million +5 more

8 metrics

Samsara BioCapital purchase 934,580 shares at $1.07/share Class A common stock bought by Samsara BioCapital, L.P. on May 26, 2026

Samsara Opportunity purchase 934,579 shares at $1.07/share Class A common stock bought by Samsara Opportunity Fund, L.P. on May 26, 2026

Aggregate purchase price $2 million Total paid by Samsara LP and Samsara Opportunity Fund in May 2026 offering

Dr. Akkaraju beneficial ownership 11,322,961 shares Represents 9.99% of Rani Class A common stock as of this amendment

Ownership percentage 9.99% Dr. Akkaraju’s beneficial ownership of Class A common stock

Shares outstanding 99,912,515 shares Rani Class A common stock outstanding as of April 30, 2026

Shares issued in May 2026 Offering 12,476,637 shares Additional Class A common stock issued in May 2026 registered direct offering

Ownership blocker threshold 9.99% Beneficial Ownership Blockers limit warrant exercises above this level

Key Terms

Schedule 13D, registered direct offering, Pre-Funded Warrants, Common Warrants, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 1 amends and supplements the statement on originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

registered direct offering financial

"purchased 934,580 and 934,579 shares ... at a price of $1.07 per share from the Issuer in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Pre-Funded Warrants financial

"Pre-Funded Warrants exercisable for up to 8,250,000 shares of Class A common directly held"

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.

Common Warrants financial

"Common Warrants exercisable for up to 12,500,000 shares of Class A common stock or Pre-Funded Warrants"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Beneficial Ownership Blockers financial

"Each of the Pre-Funded Warrants and the Common Warrants contains a provision (the "Beneficial Ownership Blockers")"

beneficially owns financial

"As of the date of the filing of this /A, Dr. Akkaraju beneficially owns 9.99% of the outstanding Class A common stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

RANI THERAPEUTICS HOLDINGS, INC.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

753018100

(CUSIP Number)

Srinivas Akkaraju
Samsara BioCapital GP, LLC, 628 Middlefield Road
Palo Alto, CA, 94301
(650) 285-4270

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 753018100

1

Name of reporting person

Samsara BioCapital, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,661,481.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,661,481.00

11

Aggregate amount beneficially owned by each reporting person

5,661,481.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 753018100

1

Name of reporting person

Samsara BioCapital GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,661,481.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,661,481.00

11

Aggregate amount beneficially owned by each reporting person

5,661,481.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 753018100

1

Name of reporting person

Samsara Opportunity Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,661,480.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,661,480.00

11

Aggregate amount beneficially owned by each reporting person

5,661,480.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 753018100

1

Name of reporting person

Samsara Opportunity Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,661,480.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,661,480.00

11

Aggregate amount beneficially owned by each reporting person

5,661,480.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 753018100

1

Name of reporting person

Srinivas Akkaraju

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,322,961.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,322,961.00

11

Aggregate amount beneficially owned by each reporting person

11,322,961.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value per share
(b)	Name of Issuer: RANI THERAPEUTICS HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 2051 RINGWOOD AVENUE, SAN JOSE, CALIFORNIA , 95131.
Item 1 Comment: This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 30, 2025 (the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: On May 26, 2026, Samsara LP and Samsara Opportunity Fund, and other unrelated institutional investors, entered into a securities purchase agreement with the Issuer, pursuant to which Samsara LP and Samsara purchased 934,580 and 934,579 shares of Class A common stock, respectively, at a price of $1.07 per share from the Issuer in a registered direct offering (the "May 2026 Offering"). The May 2026 Offering closed on May 27, 2026. The aggregate purchase price for all securities acquired by Samsara LP and Samsara Opportunity Fund in the May 2026 Offering was $2 million, which was funded by the working capital of each of Samsara LP and Samsara Opportunity Fund.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of Class A common stock and percentages of the shares of Class A common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 99,912,515 shares of Class A common stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026 and (ii) 12,476,637 shares of Class A common stock issued in the May 2026 Offering, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 2026, and giving effect to Warrants, to the extent exercisable within 60 days hereof, as referenced herein. As of the date of the filing of this Schedule 13D/A, Dr. Akkaraju beneficially owns 9.99% of the outstanding Class A common stock. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of Dr. Akkaraju's cover page has been rounded down to 9.9%. The Reporting Persons' beneficial ownership of the Issuer's securities consists of (i) 5,184,580 shares of Class A common stock directly held by Samsara LP; (ii) Pre-Funded Warrants exercisable for up to 8,250,000 shares of Class A common directly held by Samsara LP; (iii) Common Warrants exercisable for up to 12,500,000 shares of Class A common stock or Pre-Funded Warrants directly held by Samsara LP; (iv) 5,184,579 shares of Class A common stock directly held by Samsara Opportunity Fund; (v) Pre-Funded Warrants exercisable for up to 8,250,000 shares of Class A common directly held by Samsara Opportunity Fund; and (vi) Common Warrants exercisable for up to 12,500,000 shares of Class A common stock or Pre-Funded Warrants directly held by Samsara Opportunity Fund. Each of the Pre-Funded Warrants and the Common Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the Class A common stock outstanding. Each of Samsara LP and Samsara Opportunity Fund is currently prohibited from exercising the Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 11,322,961 shares of Class A common stock. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of Class A common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D filed with the SEC on October 30, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Samsara BioCapital, L.P.

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Samsara BioCapital GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
Date:	05/28/2026

Samsara BioCapital GP, LLC

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Srinivas Akkaraju, Managing Member
Date:	05/28/2026

Samsara Opportunity Fund, L.P.

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Samsara Opportunity Fund GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
Date:	05/28/2026

Samsara Opportunity Fund GP, LLC

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Srinivas Akkaraju, Managing Member
Date:	05/28/2026

Srinivas Akkaraju

Signature:	/s/ Srinivas Akkaraju
Name/Title:	Srinivas Akkaraju
Date:	05/28/2026

FAQ

What ownership stake in RANI does Dr. Srinivas Akkaraju report in this Schedule 13D/A?

Dr. Srinivas Akkaraju reports beneficial ownership of 11,322,961 shares of Rani Class A common stock, representing 9.99% of the class. This percentage reflects shares outstanding and certain warrants exercisable within 60 days, subject to Beneficial Ownership Blockers limiting ownership above 9.99%.

How many RANI shares did Samsara BioCapital entities buy in the May 2026 offering?

Samsara BioCapital, L.P. bought 934,580 shares and Samsara Opportunity Fund, L.P. bought 934,579 shares of Rani Class A common stock. These purchases occurred in a May 2026 registered direct offering and were funded from each fund’s working capital, totaling roughly two million dollars.

What price did Samsara funds pay per RANI share in the May 2026 offering?

The Samsara funds paid $1.07 per share for Rani Class A common stock in the May 2026 registered direct offering. This price applied to 934,580 shares for Samsara BioCapital, L.P. and 934,579 shares for Samsara Opportunity Fund, L.P., for an aggregate purchase price of $2 million.

How many RANI shares are outstanding according to this Schedule 13D/A?

The filing cites 99,912,515 shares of Rani Class A common stock outstanding as of April 30, 2026. It also references 12,476,637 additional shares issued in the May 2026 offering, based on the company’s Form 10-Q and Form 8-K disclosures incorporated into the ownership calculations.

What are the Beneficial Ownership Blockers mentioned in the RANI filing?

The Beneficial Ownership Blockers are provisions in both the Pre-Funded Warrants and Common Warrants that prevent exercises if they would push ownership above 9.99% of Rani’s outstanding Class A common stock. As a result, Samsara funds cannot exercise warrants beyond 11,322,961 beneficially owned shares.

Which Samsara entities are reporting beneficial ownership of RANI shares?

The reporting persons include Samsara BioCapital, L.P., Samsara BioCapital GP, LLC, Samsara Opportunity Fund, L.P., Samsara Opportunity Fund GP, LLC, and Dr. Srinivas Akkaraju. The general partners and Dr. Akkaraju have power to direct voting and disposition of securities held by the Samsara funds.