Rani Therapeutics Holdings Inc — Current Report (Form 8-K)

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): May 26, 2026

Rani Therapeutics Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s Telephone Number, Including Area Code: (408) 457-3700

N/A

(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events

Securities Purchase Agreement

On May 26, 2026, Rani Therapeutics Holdings, Inc. (“Rani”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), relating to the issuance and sale (the “Offering”), of 12,476,637 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), and pre-funded warrants to purchase 6,214,953 shares of Class A common stock. The pre-funded warrants are exercisable immediately upon issuance, have an exercise price of $0.0001 per share and may be exercised at any time until exercised in full. The Offering price is $1.07 per share of Class A common stock, and $1.0699 per pre-funded warrant. The aggregate gross proceeds to Rani from the Offering are expected to be approximately $20.0 million, before deducting placement agents’ fees and other estimated Offering expenses payable by Rani. The closing of the Offering is expected to occur on or about May 27, 2026, subject to the satisfaction of customary closing conditions.

The Purchase Agreement contains customary representations, warranties and agreements by Rani, customary conditions to closing, and indemnification obligations of Rani and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the parties.

Pursuant to the terms of the Purchase Agreement, until 90 days following the date of the Purchase Agreement, Rani has agreed, subject to certain exceptions, not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Class A common stock or common stock equivalents, or file or amend any registration statement or prospectus, other than as necessary to maintain the registration of the securities issued in the Offering. Rani has further agreed not to enter into an agreement involving any new variable rate transactions until nine months following the closing of the Offering, subject to certain exceptions. In addition, Rani’s directors, officers and certain stockholders have entered into lock-up agreements with Rani pursuant to which each of them has agreed not to, for a period of 60 days following the date of the Purchase Agreement, offer, sell, transfer or otherwise dispose of Rani’s securities, subject to certain exceptions.

Rani engaged H.C. Wainwright & Co., LLC to act as the lead placement agent and Chardan Capital Markets LLC as placement agent for the Offering and entered into engagement agreements dated May 10, 2026, as amended on May 25, 2026, and May 25, 2026, respectively, pursuant to which Rani has agreed (i) to pay the placement agents a cash fee equal to 6.0% of the aggregate gross proceeds generated from the Offering and (ii) to reimburse the placement agents for certain expenses incurred by the placement agents in connection with the Offering.

The Offering is being made pursuant to Rani’s registration statement on Form S-3 (No. 333-289424), as previously declared effective by the Securities and Exchange Commission on August 14, 2025, and a related base prospectus and prospectus supplement.

A copy of the form of pre-funded warrant is filed as Exhibit 4.1 hereto and the form of Purchase Agreement is filed as Exhibit 10.1 hereto. The foregoing descriptions of the terms of the Purchase Agreement and the pre-funded warrant are qualified in their entirety by reference to such exhibits. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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 thereunto duly authorized.