Rani Therapeutics Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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Item 1.01 Entry into a Material Definitive Agreement.
Letter Agreement
On May 20, 2025, Rani Therapeutics Holdings, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with an existing institutional investor (the “Investor”) pursuant to which:
| • | the Company agreed to issue a new Series D common stock warrant (the “Series D Warrant”), to purchase up to an aggregate of 13,160,172 shares of the Company’s Class A Common Stock $0.0001 par value per share (the “Common Stock”), with an exercise price of $0.65 per share to the Investor; |
| • | the Company agreed to reduce the exercise price per share of an outstanding Series B common stock warrant (the “Series B Warrant”), exercisable for 3,246,753 shares of Common Stock issued in July 2024 to the Investor, from $3.08 per share to $0.65 per share, and the Investor agreed to exercise in full such warrant; and |
| • | the Company agreed to reduce the exercise price per share of an outstanding Series C common stock warrant (the “Series C Warrant”), exercisable for 3,333,333 shares of Common Stock issued in October 2024 to the Investor, from $3.00 per share to $0.65 per share, and the Investor agreed to exercise in full such warrant. |
In accordance with the rules and regulations of The Nasdaq Stock Market LLC, the Company will seek stockholder approval of the shares of Common Stock issuable upon exercise of the Series D Warrant. The Series D Warrant will expire five years from the date of receipt of such stockholder approval. In addition, the Company has agreed to file a resale registration statement covering the resale of the shares of Common Stock issuable upon exercise of the Series D Warrant with the Securities and Exchange Commission (the “SEC”) within 45 days of the date of the Letter Agreement, and to use its best efforts to have such resale registration statement declared effective by the SEC by the date of receipt of stockholder approval discussed above. The Series D Warrant includes a beneficial ownership limitation that prevents the issuance of shares of Common Stock upon exercise thereunder, if as a result of such issuance the Investor would beneficially own more than 9.99% of the Common Stock.
The gross proceeds to the Company upon the exercise of the Series B Warrant and Series C Warrant by the Investor will be approximately $4.3 million, prior to deducting financial advisory fees and estimated expenses. The closing of the transactions contemplated under the Letter Agreement are expected to occur on May 21, 2025. The Series B Warrant and Series C Warrant, and the shares of Common Stock issuable upon exercise thereunder, were previously registered on the Company’s Registration Statement on Form S-3 (No. 333-266444). The Company intends to use the net proceeds from the transaction to purchase newly issued LLC Interests from Rani LLC. The Company intends to cause Rani LLC to use the net proceeds from this offering for working capital and other general corporate purposes.
Maxim Group LLC (“Maxim”) acted as financial advisor to the Company pursuant to an engagement letter between the Company and Maxim, dated May 19, 2025. As compensation for such services, the Company agreed to pay Maxim an aggregate cash fee equal to 5.25% of the gross proceeds received by the Company upon the exercise of the Series B Warrant and Series C Warrant under the Letter Agreement.
The foregoing descriptions of the Letter Agreement and the Series D Warrant are not complete and are qualified in their entirety by reference to the full text of the Letter Agreement and the form of Series D Warrant, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sale of Equity Securities.
Letter Agreement
The information in Item 1.01 above under the caption Letter Agreement with respect to the issuance of the Series D Warrant and the shares of Common Stock issuable upon exercise thereof is incorporated herein by reference. The Series D Warrant was issued to one accredited investor in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Series D Warrant and the shares of Common Stock issuable upon the exercise thereof have not been registered under the Securities Act and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or 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 jurisdiction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Letter Agreement, dated May 20, 2025, by and between Rani Therapeutics Holdings, Inc. and the Investor. | |
| 10.2 | Form of Series D Common Stock Warrant. | |
| 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: May 20, 2025 | By: | /S/ SVAI SANFORD | ||||
| Svai Sanford Chief Financial Officer | ||||||