RA Capital Management, L.P. and affiliated entities report beneficial ownership in Rani Therapeutics Holdings, Inc. Class A common stock as of June 30, 2026. RA Capital Healthcare Fund, L.P. directly holds 8,500,000 Class A shares, pre-funded warrants exercisable for up to 16,500,000 shares, and common warrants exercisable for up to 25,000,000 shares. Both warrant series contain Beneficial Ownership Blockers that prevent exercises which would raise ownership above 9.99% of Class A shares outstanding, limiting current exercisability so that beneficial ownership does not exceed 11,530,414 shares. Based on outstanding and recently issued shares cited from the issuer’s reports and including 3,030,414 shares issuable upon warrant exercise, each reporting person’s beneficial ownership percentage was 9.99%, shown as 9.9% on the cover pages due to EDGAR field rounding. Voting and dispositive power over the Fund’s holdings is delegated to RA Capital, with various reporting persons disclaiming beneficial ownership except for Section 13(d) purposes.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares cap:11,530,414 sharesBeneficial ownership percentage:9.99%Direct Class A shares held:8,500,000 shares+5 more
8 metrics
Beneficially owned shares cap11,530,414 sharesMaximum beneficial ownership allowed under warrant Beneficial Ownership Blockers as of June 30, 2026
Beneficial ownership percentage9.99%Reported beneficial ownership of Class A common stock as of June 30, 2026 (rounded to 9.9% on cover pages)
Direct Class A shares held8,500,000 sharesClass A common stock directly held by RA Capital Healthcare Fund, L.P.
Pre-funded warrants16,500,000 sharesShares of Class A common stock issuable upon exercise of pre-funded warrants held by the Fund
Common warrants25,000,000 sharesShares of Class A common stock issuable upon exercise of common warrants held by the Fund
Shares outstanding99,912,515 sharesClass A common stock outstanding as of April 30, 2026, cited from issuer’s Form 10-Q
Additional shares issued12,476,637 sharesClass A common stock issued on May 27, 2026, cited from a prospectus supplement
Shares from warrants in ownership calc3,030,414 sharesClass A shares issuable upon warrant exercise included in the 9.99% ownership calculation
Key Terms
Beneficial Ownership Blockers, pre-funded warrants, common warrants, beneficial owner, +1 more
5 terms
Beneficial Ownership Blockersregulatory
"Each of the Pre-Funded Warrants and the Common Warrants contains a provision (the "Beneficial Ownership Blockers")"
pre-funded warrantsfinancial
"pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 16,500,000 shares"
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 warrantsfinancial
"warrants (the "Common Warrants" and, together with the Pre-Funded Warrants, the "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 ownerregulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Section 13(d) of the Actregulatory
"for purposes of Section 13(d) of the Act, of any securities of the Issuer"
FAQ
What percentage of RANI does RA Capital report owning in this Schedule 13G/A?
RA Capital and related reporting persons report 9.99% beneficial ownership of Rani Therapeutics Class A common stock as of June 30, 2026, constrained by Beneficial Ownership Blockers in their warrants that cap exercisability above that level.
How many RANI shares does RA Capital’s fund directly hold?
RA Capital Healthcare Fund, L.P. directly holds 8,500,000 Class A common shares. It also holds pre-funded warrants for up to 16,500,000 shares and common warrants for up to 25,000,000 shares, subject to ownership blockers.
What is the maximum RANI share amount RA Capital can beneficially own under the blockers?
The reporting persons state they are currently limited to beneficial ownership of up to 11,530,414 Class A shares. The warrant Beneficial Ownership Blockers restrict exercises that would increase ownership above 9.99% of the outstanding Class A stock.
How was RA Capital’s 9.99% ownership in RANI calculated?
The 9.99% figure is based on 99,912,515 Class A shares outstanding as of April 30, 2026, plus 12,476,637 shares issued on May 27, 2026, and 3,030,414 shares issuable upon warrant exercise, according to issuer disclosures cited in the report.
Who has voting and dispositive power over RA Capital’s RANI holdings?
RA Capital Healthcare Fund, L.P. has delegated sole voting and dispositive power over its Rani shares and warrants to RA Capital Management, L.P. The Fund disclaims beneficial ownership for Section 13(d) purposes due to this delegation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
753018100
1
Names of Reporting Persons
RA Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,530,414.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,530,414.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,530,414.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
753018100
1
Names of Reporting Persons
Peter Kolchinsky
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,530,414.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,530,414.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,530,414.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
753018100
1
Names of Reporting Persons
Rajeev Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,530,414.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,530,414.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,530,414.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
753018100
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,530,414.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,530,414.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,530,414.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RANI THERAPEUTICS HOLDINGS, INC.
(b)
Address of issuer's principal executive offices:
2051 RINGWOOD AVENUE, SAN JOSE, CA, 95131.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky ("Dr. Kolchinsky")
Rajeev Shah ("Mr. Shah")
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Class A Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
753018100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of Class A common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
The Fund directly holds (i) 8,500,000 shares of Class A common stock, (ii) pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 16,500,000 shares of Class A common stock, and (iii) warrants (the "Common Warrants" and, together with the Pre-Funded Warrants, the "Warrants") exercisable for up to 25,000,000 shares of Class A common stock. 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 Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Class A common stock outstanding. The 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 11,530,414 shares of Class A common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Class A common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of June 30, 2026. Such percentage 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 Securities and Exchange Commission (the "SEC") on May 15, 2026, (ii) 12,476,637 shares of Class A common stock issued by the Issuer on May 27, 2026, as reported in the Issuer's Prospectus Supplement filed with the SEC on May 27, 2026, and (ii) 3,030,414 shares of Class A common stock issuable upon the exercise of Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/14/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/14/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/14/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
08/14/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on October 30, 2025)
