UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of~~ 8-K

~~the~~CURRENT ~~Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or ~~of earliest event reported~~15(d)~~: June 20, 2025~~

~~Rani~~of ~~Therapeutics~~the ~~Holdings,~~Securities ~~Inc.~~Exchange Act of 1934

~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): July 14, 2025

Delaware	001-40672	86-3114789
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
2051 Ringwood Avenue
San Jose, California		95131
(Address of principal executive offices)		(Zip Code)

Rani Therapeutics Holdings, Inc.

~~Registrant’s~~(Exact ~~Telephone~~name ~~Number,~~of ~~Including~~registrant ~~Area~~as ~~Code:~~specified ~~(408)~~in ~~457-3700~~its charter)

N/A

Delaware

001-40672

86-3114789

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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


2051 Ringwood Avenue
San Jose, California		95131
(Address of principal executive offices)		(Zip Code)

~~Check~~Registrant’s ~~the~~Telephone ~~appropriate~~Number, ~~box~~Including ~~below~~Area ifCode: ~~the~~(408) ~~Form 8~~457-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ 3700

~~☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~N/A

~~☐Soliciting~~(Former ~~material~~name ~~pursuant~~or toformer ~~Rule~~address, ~~14a-12~~if ~~under~~changed ~~the~~since ~~Exchange~~last ~~Act (17 CFR 240.14a-12~~report)

~~☐Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.14d-2(b))~~the following provisions:

☐~~Pre-commencement~~ Written communications pursuant to Rule ~~13e-4(c)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~13e-4(c~~425))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		RANI		The Nasdaq Stock Market LLC

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§ 230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§ 240.~~12b~~13e-~~2 of this chapter~~4(c). )

~~Emerging~~Securities ~~growth~~registered ~~company~~pursuant ☒to Section 12(b) of the Act:

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. ☐

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

RANI

The Nasdaq Stock Market LLC

~~Item~~Indicate ~~3.01~~by ~~Notice~~check ofmark ~~Delisting~~whether orthe ~~Failure~~registrant tois ~~Satisfy~~an aemerging ~~Continued~~growth ~~Listing~~company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or ~~Standard;~~Rule ~~Transfer~~12b-2 of ~~Listing~~the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

OnEmerging ~~June~~growth 20, 2025, Rani Therapeutics Holdings, Inc. (“Company”) received a letter (“Notice”) from the Nasdaq Stock Exchange LLC (“Nasdaq”), notifying Company that, based on the closing bid price of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for the prior 30 consecutive business days the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). Under Nasdaq Listing Rule 5810(c)(3)(A), the Company is entitled to a 180-day period, ending on December 17, 2025, to rectify the deficiency. In order to do so, the Company must achieve and maintain a minimum bid price of at least $1 per share or more for a minimum of 10 consecutive business days.company ☒

If ~~the~~an ~~Company~~emerging ~~does~~growth ~~not~~company, ~~regain~~indicate ~~compliance~~ by ~~December~~check ~~17,~~mark ~~2025,~~if the ~~Company~~registrant ~~may~~has beelected ~~eligible~~not ~~for an additional 180 calendar day compliance period if it elects~~ to ~~transfer~~use ~~to The Nasdaq Capital Market to take advantage of~~ the ~~additional~~extended ~~compliance~~transition period ~~offered on that market. To qualify, the Company will be required to meet the continued listing requirement~~ for ~~market~~complying ~~value~~with ofany ~~publicly~~new ~~held~~or ~~shares~~revised ~~and~~financial ~~all~~accounting ~~other initial listing~~ standards, ~~with~~provided ~~the~~pursuant ~~exception of the Minimum Bid Price Requirement, and will need~~ to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. If the Company does not regain compliance within the compliance periodSection 13(sa), ~~including any extensions that may be granted by Nasdaq, the Common Stock will be subject to delisting. The Company intends to monitor the closing bid price~~ of the ~~Common~~Exchange ~~Stock and consider its available options to resolve the noncompliance with the Minimum Bid Price Requirement~~Act. There can be no assurance that the Company will be able to regain compliance with The Nasdaq Global Market’s continued listing requirements or that Nasdaq will grant the Company a further extension of time to regain compliance, if applicable. ☐

Item 98.01 ~~Financial~~Other ~~Statements and Exhibits.~~Events

~~(d)~~Securities ~~Exhibits~~Purchase Agreement

ExhibitNumber		Exhibit Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

On July 14, 2025, Rani Therapeutics Holdings, Inc., or Rani, entered into a securities purchase agreement, or the Purchase Agreement, with an institutional investor, or the Purchaser, relating to the issuance and sale, or the Offering, of 4,354,000 shares of our Class A common stock, par value $0.0001 per share, or Class A common stock, and pre-funded warrants to purchase 3,146,000 shares of Class A common stock. The pre-funded warrants are exercisable immediately following the closing date of the Offering and have an unlimited term and an exercise price of $0.0001 per share. The Offering price is $0.40 per share of Class A common stock, and $0.3999 per pre-funded warrant. The aggregate gross proceeds to Rani from the Offering are expected to be approximately $3.0 million, before deducting placement agent fees and other estimated Offering expenses payable by Rani. The closing of the Offering is expected to occur on or about July 16, 2025, subject to the satisfaction of customary closing conditions.

~~SIGNATURES~~The Purchase Agreement contains customary representations, warranties and agreements by Rani, customary conditions to closing, and indemnification obligations of Rani and the Purchaser. 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 ~~requirements~~terms of the ~~Securities~~Purchase ~~Exchange~~Agreement, ~~Act~~until 10 days following the closing of ~~1934~~the Offering, Rani has agreed not to issue, enter into any agreement to issue, or announce the ~~registrant~~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 ~~duly~~further ~~caused~~agreed ~~this~~not ~~report~~to enter into an agreement involving any new variable rate transactions until 10 days following the closing of the Offering, subject to becertain ~~signed~~exceptions. onIn ~~its~~addition, ~~behalf~~Rani’s bydirectors and officers have entered into lock-up agreements with Rani pursuant to which each of them has agreed not to, for a period of 45 days from the ~~undersigned~~closing ~~thereunto~~of ~~duly~~the ~~authorized~~Offering, offer, sell, transfer or otherwise dispose of Rani’s securities, subject to certain exceptions.

			Rani Therapeutics Holdings, Inc.
Date:	June 26, 2025	By:	/s/ Svai Sanford
			Svai SanfordChief Financial Officer

Rani engaged Maxim Group LLC to act as placement agent in the Offering and entered into a placement agency agreement dated July 14, 2025, pursuant to which Rani has agreed to pay the placement agent a cash fee equal to 5.25% of the aggregate gross proceeds generated from the Offering.

The Offering is being made pursuant to Rani’s registration statement on Form S-3 (No. 333-266444), as previously declared effective by the Securities and Exchange Commission, or the SEC, on August 10, 2022, 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.

ATM Agreement

On July 14, 2025, Rani suspended the use of its prospectus supplement and related prospectus filed with the SEC and dated May 19, 2025 relating to the Controlled Equity Offering^SM Sales Agreement, dated August 24, 2022, or the Sales Agreement, by and between Rani and H.C. Wainwright & Co., LLC. Rani will not make any sales of Class A common stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the SEC. Other than the termination of the prospectus supplement and prospectus relating to the Sales Agreement, the Sales Agreement remains in full force and effect.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

4.1		Form of Pre-Funded Warrant

5.1		Opinion of Cooley LLP

10.1		Form of Securities Purchase Agreement, dated July 14, 2025

23.1		Consent of Cooley LLP (contained in Exhibit 5.1)

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

Rani Therapeutics Holdings, Inc.

Date: July 16, 2025

/s/ Svai Sanford

Svai Sanford

Chief Financial Officer

Filing Compare · Rani Therapeutics Holdings, Inc.