[SCHEDULE 13G] Rani Therapeutics Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd disclosed ownership of 4,312,354 shares of Rani Therapeutics Holdings-A, representing 8.79% of the outstanding common stock. The filing states Armistice Capital acts as investment manager to Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice exercises shared voting and dispositive power over these securities while neither Armistice nor Mr. Boyd report sole voting or dispositive power.

The filing clarifies the Master Fund retains the right to receive dividends or sale proceeds, and includes a joint filing statement executed by Steven Boyd on behalf of both reporting persons.

Positive

• Disclosed a material stake of 4,312,354 shares representing 8.79% of RANI, meeting SEC reporting thresholds
• Clear manager-client relationship identified: Armistice Capital manages the Master Fund that directly holds the shares
• Joint filing and signatures provide formal accountability for future amendments and accuracy

Negative

• No sole voting or dispositive power reported; all powers are shared, indicating no unilateral control
• Position concentrated at 8.79% which could have market impact if changed, though no intent to influence control is stated

Insights

Securities Analyst

TL;DR: Armistice disclosed an 8.79% beneficial stake in RANI, managed via its Master Fund with shared voting power but no sole control.

Armistice Capital and Steven Boyd report beneficial ownership of 4,312,354 shares, equal to 8.79% of RANI common stock. The filing attributes voting and investment authority to Armistice as manager of the Master Fund; Mr. Boyd is identified as managing member and thus is reported with the same beneficial ownership. The statement emphasizes shared voting and dispositive power (no sole power), and notes the Master Fund retains entitlement to dividends and proceeds. This disclosure is material because holdings above 5% trigger Schedule 13G reporting and signal a sizeable position that market participants will note.

Corporate Governance Expert

TL;DR: The filing documents substantial passive ownership with voting authority held jointly through the manager, not indicating an intent to influence control.

The Schedule 13G classification and the certification language indicate the position is reported as held in the ordinary course of business and not for control purposes. The reporting persons declare shared voting and dispositive power of 4,312,354 shares and explicitly state the Master Fund has rights to dividends or sale proceeds. The joint filing language and signatures by Steven Boyd establish accountability for amendment timing and accuracy.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

RANI THERAPEUTICS HOLDINGS-A

(Name of Issuer)

Common Stock

(Title of Class of Securities)

502074503

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 502074503

1

Names of Reporting Persons

Armistice Capital, LLC

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 4,312,354.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,312,354.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,312,354.00

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)

8.79 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 502074503

1

Names of Reporting Persons

Steven Boyd

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 4,312,354.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,312,354.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,312,354.00

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)

8.79 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: RANI THERAPEUTICS HOLDINGS-A
(b)	Address of issuer's principal executive offices: 2051 RINGWOOD AVENUE, SAN JOSE, CA, 95131
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 502074503
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: 4,312,354
(b)	Percent of class: 8.79 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 4,312,354
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4,312,354 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
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 acquired and are held in the ordinary course of business and 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.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many RANI shares does Armistice Capital report owning?

The filing reports 4,312,354 shares beneficially owned by Armistice Capital and Steven Boyd.

What percentage of Rani Therapeutics (RANI) does the reported stake represent?

The reported stake represents 8.79% of the outstanding common stock.

Does Armistice or Steven Boyd have sole voting control over the reported shares?

No. The filing states 0 shares with sole voting power and 4,312,354 shares with shared voting power.

Who directly holds the shares reported in the Schedule 13G?

The direct holder is Armistice Capital Master Fund Ltd., for which Armistice Capital is the investment manager.

When was the Schedule 13G signed?

The joint filing statement and signatures are dated August 14, 2025.