Rani Therapeutics Holdings Inc【RANI】株式ニュース

Rani Therapeutics Announces Oversubscribed $60.3 Million Private Placement Priced At-the-Market under Nasdaq Rules

Oct 17, 2025

Rani Therapeutics Holdings, Inc. (“Rani Therapeutics” or “Rani”) (Nasdaq: RANI), a clinical-stage biotherapeutics company focused on the oral delivery of biologics and drugs, today announced that it has entered into a securities purchase agreement with certain institutional and accredited investors, with participation by Mir Imran, the Company’s executive chairman, to purchase shares of its Class A common stock (or pre-funded warrants in lieu thereof), and accompanying warrants to purchase Class A common stock (or pre-funded warrants in lieu thereof) (the “Warrants”) that is expected to result in gross proceeds of approximately $60.3 million, before deducting placement agent fees and other offering expenses. The private placement is expected to close on or about October 21, 2025, subject to the satisfaction of customary closing conditions. The private placement of the shares of Class A common stock (or pre-funded warrants in lieu thereof) was priced "at-the-market" under the rules and regulations of The Nasdaq Stock Market LLC. The accompanying Warrants will only be exercised upon receipt of stockholder approval.

H.C. Wainwright & Co. is acting as the lead placement agent for the private placement. Maxim Group LLC is acting as co-placement agent for the private placement.

The net proceeds from the oversubscribed private placement (but excluding any proceeds from the exercise of the Warrants), together with an initial upfront payment of $10.0 million and the expected technology transfer milestone of $18.0 million from the Collaboration and License Agreement with Chugai Pharmaceuticals Co. Ltd., which was separately announced today, are expected to fund the Company’s operations into 2028. The Company intends to use the net proceeds from the private placement to support the continued advancement of the Company’s pipeline using the RaniPill® platform.

“We are pleased to have priced this additional financing from leading biotech investors, which we believe reflects growing confidence in our strategy. Upon completion, this transaction would meaningfully strengthen our balance sheet and extend our cash runway into 2028, positioning us to advance our RaniPill® platform with clarity, focus, and momentum,” said Talat Imran, Chief Executive Officer of Rani Therapeutics. “Together, this financing and our strategic partnership with Chugai Pharmaceuticals Co. Ltd. mark a pivotal moment for Rani. By combining our innovative oral delivery technology with Chugai’s world-class expertise in antibody development and commercialization, we are uniquely positioned to develop a transformative oral therapy that could redefine the treatment landscape for rare diseases globally.”

Private Placement

Pursuant to the terms of the securities purchase agreement, at the closing of the private placement, Rani Therapeutics will issue to the investors an aggregate of 42,633,337 shares of Class A common stock at a purchase price of $0.48 per share and pre-funded warrants to purchase up to 82,366,667 shares of Class A common stock at a purchase price $0.4799 per pre-funded warrant. The pre-funded warrants will have an exercise price of $0.0001 per share and will be immediately exercisable. Each share of Class A common stock and each pre-funded warrant is accompanied by a Class A common stock purchase warrant to purchase one share of common stock (or pre-funded warrant in lieu thereof). The accompanying Warrants to purchase up to 125,000,004 shares of Class A common stock (or pre-funded warrants in lieu thereof) will have an exercise price of $0.48 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants. The Warrants will expire five years following the initial exercise date.

The private placement was led by a new investor Samsara and included a combination of other new and existing stakeholders, including RA Capital Management, Anomaly, Special Situations Funds, Invus and Mr. Imran, the Company’s executive chairman. Mr. Imran purchased the securities at a combined purchase price of $0.605 per share and accompanying Warrant, which reflects the consolidated closing bid price of our Class A common stock on October 16, 2025, plus $0.125 per Warrant. The exercise price of the Warrants purchased by Mr. Imran is $0.48 per share, which reflects the consolidated closing bid price of the Class A common stock on October 16, 2025.

At the closing of the financing, each of Samsara and Anomaly will have the right to designate one member of the Company’s board of directors.

Debt Conversion

In connection with the private placement, Avenue Venture Opportunities Fund will convert $6 million of outstanding debt into 12,500,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) and will receive Warrants to purchase up to 12,500,000 shares of Class A common stock (or pre-funded warrants in lieu thereof), and otherwise on the same terms as the other investors in the private placement, reducing the Company’s total debt obligations.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended, or any state or other applicable jurisdictions’ securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Concurrently with the execution of the securities purchase agreement, Rani Therapeutics and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Class A common stock and the Class A common stock issuable upon exercise of the pre-funded warrants and the Warrants, sold in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Rani Therapeutics
Rani Therapeutics is a clinical-stage biotherapeutics company focused on advancing technologies to enable the development of orally administered biologics and drugs. Rani has developed the RaniPill® capsule, which is a novel, proprietary and patented platform technology, intended to replace subcutaneous injection or intravenous infusion of biologics and drugs with oral dosing. Rani has successfully conducted several preclinical and clinical studies to evaluate safety, tolerability and bioavailability using RaniPill® capsule technology.

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