Rani Therapeutics Holdings Inc-A美国股票招股说明书(2025-07-11版)

Series D common stock warrant. The selling stockholder will bear all underwriting fees, commissions and discounts, if any, attributable to the sales of shares and any transfer taxes. Wewill bear all other costs, expenses and fees in connection with the registration of the shares. See “Plan of Distribution” for more information about howthe selling stockholder may sell or dispose of its shares of our ClassA common stock. Our ClassA common stock is listed on The Nasdaq Global Market under the trading symbol “RANI.” On July10, 2025, the last reported saleprice of the ClassA common stock was $0.66per share. the other documents that are incorporated by reference into this prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS Neither we nor the selling stockholder have authorized anyone to provide you with any information other than that contained in, or incorporatedby reference into, this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. This prospectus is an offer to sell only the shares of our ClassA common stock offered hereby, but only under circumstances and in referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is apart, and you may obtain copies of those documents as described below under the section titled “Where You Can Find Additional Information.” This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, anddoes not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which thisprospectus is a part. oral therapeutics using our proprietary delivery technology and we are actively pursuing partnering the technology with third partybiopharmaceutical companies for the oral delivery of their biologics and drugs. Our technology comprises a drug-agnostic oral delivery platform, the RaniPill capsule, which is designed to deliver a wide variety of drugsubstances, including antibodies, proteins, peptides, and oligonucleotides. We have two configurations of the platform—the RaniPill GO and the RaniPill HC. The RaniPill GO is designed to deliver up to a 3 mg dose of drug in microtablet form with high bioavailability. We have completedthree Phase 1 clinical trials using the RaniPill GO. We are also developing a high-capacity version of the RaniPill capsule known as the RaniPillHC, which is intended to enable delivery of drug payloads up to 200μL in liquid form with high bioavailability. We have tested preclinically theRaniPill HC with multiple therapeutics, including antibodies and a peptide. We intend to initiate clinical testing of the RaniPill HC inmid-2025.We to generate product revenue sufficient to achieve profitability, if ever, will depend on the successful development of the RaniPill capsule, which weexpect will take a number of years. Given our stage of development, we have not yet established a commercial organization or distribution capabilities, and we have no experience as a company in marketing drugs or a drug-delivery platform. When, and if, any of our product candidatesare approved for commercialization, we plan to develop a commercialization infrastructure or engage commercial sales organizations or provide commercialization infrastructure, including sales, marketing, and commercial distribution. Private Placement of Series D Common Stock WarrantPursuant to that certain letter agreement, dated May20, 2025, the selling stockholder exercised for cash certain existing warrants at a reducedexercise price of $0.65 per share in consideration for us issuing to the selling stockholder in a private placement, the Series D common stockwarrant to purchase up to 13,160,172shares of ClassA common stock, which we refer to as the Series D common stock warrant.The Series D common stock warrant has an exercise price of $0.65 per whole share, is exercisable immediately and expires five years fromthe date of stockholder approval of the shares of ClassA common stock issuable upon exercise of the Series D common stock warrant. 1 We will not receive any of the proceeds from the sale of shares of our ClassA common stock by the selling stockholder in this offering,except with respect to amounts received by us upon exercise of the Series D common stock warrant, to the extent the warrant is exercised for cash. stock warrant on any national securities exchange. Rani Holdings was formed as a Delaware corporation