Rani Therapeutics Holdings Inc-A美国股市招股说明书(2025-07-16版)

Our ClassA common stock is listed on the Nasdaq Global Market under the symbol “RANI.” On July14, 2025, the last sale price of our ClassA common stock on the Nasdaq GlobalMarket was $0.6984 per share. There is no established public trading market for thepre-fundedwarrants, and we do not expect a market to develop. In addition, we do not intend to apply forthe listing of thepre-fundedwarrants on any national securities exchange. Without an active trading market, the liquidity of thepre-fundedwarrants will be limited. Nasdaq Global Market on May20, 2025. We have not sold any shares pursuant to General Instruction I.B.6 of FormS-3during the prior12-calendar-monthperiod that ends on and includesthe date of this prospectus supplement. Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of FormS-3to offer and sell shares of our ClassAcommon stock having an aggregate offering price of up to approximately $9.9million. Pursuant to General Instruction I.B.6 of FormS-3,in no event will we sell securities in a public primaryoffering with a value exceedingone-thirdof our public float in any12-monthperiod so long as our public float remains below $75.0million. We are an emerging growth company and a smaller reporting company as defined under the U.S. federal securities laws and, as such, may elect to comply with certainreduced public company reporting requirements for this and future filings. See the section titled “Prospectus Supplement Summary—Implications of Being an Emerging GrowthInvesting in our securities involves risks. See the section titled “Risk Factors” on pageS-10of this prospectus supplement and the documents incorporated by reference into this prospectus supplement.PerShaPerPre-Funded $0.40$0.3999Placement Agent fees(1)$0.021$0.021Proceeds, to us, before expenses(2) (1)See the section titled “Plan of Distribution” for additional disclosure regarding the Placement Agent fees.(2)The above summary of offering proceeds does not give effect to any proceeds from the exercise of thepre-fundedwarrants being issued in this offering. accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.We expect to deliver the securities against payment therefor on or about July16, 2025.Maxim Group LLC PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENT WHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUS WHERE YOU CAN FIND ADDITIONAL INFORMATION This prospectus supplement and the accompanying prospectus is a part of a registration statement on FormS-3that we filed with the Securitiesand Exchange Commission, or SEC, utilizing a “shelf” registration process. The prospectus supplement describes the specific terms of this offering and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety before making an investmentdecision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectussupplement titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” reference into this prospectus supplement or the accompanying prospectus are the property of their respective owners. This summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated byreference into this prospectus supplement. This summary provides an overview of selected information and does not contain all of the informationyou should consider before deciding whether to invest in our securities. Therefore, you should read the entire prospectus supplement and the OverviewWe are a clinical stage biotherapeutics company focusing on advancing technologies to enable the administration of biologics and drugsorally, to provide patients, physicians, and healthcare systems with a convenient alternative to painful injections. We are advancing a portfolio oforal 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. HC, 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 in the secondhalf of 2025. We do not have any products approved for sale, and we have not yet generated any revenue from sales of a commercial product. Our abilityto 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 orga