SEC Form 8-K filed by Rani Therapeutics Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
Securities Purchase Agreement
On October 15, 2024, 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: |
| • | 3,000,000 shares of our Class A common stock, par value $0.0001 per share, or Class A common stock; |
| • | pre-funded warrants to purchase 333,333 shares of Class A common stock; and |
| • | Series C common warrants, which will accompany the Class A common stock and pre-funded warrants, to purchase an aggregate of 3,333,333 shares of Class A common stock. |
| • | cancellation of Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock issued on July 23, 2024, pursuant to a securities purchase agreement with the Purchaser, dated July 22, 2024. |
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 Series C common warrants are exercisable immediately following the closing date of the Offering and will expire five years from the date of issuance and will have an exercise price of $3.00 per share. The combined offering price is $3.00 per share of Class A common stock and accompanying Series C common warrant, or in the case of pre-funded warrants, $2.9999 per pre-funded warrant and accompanying Series C common warrant. The aggregate gross proceeds to Rani from the Offering are expected to be approximately $10.0 million, before deducting placement agent fees and other estimated Offering expenses payable by Rani, and excluding the proceeds, if any, from the exercise of the pre-funded warrants and Series C common warrants issued in the Offering. The closing of the Offering is expected to occur on or about October 16, 2024, subject to the satisfaction of customary closing conditions.
The Series C common warrants include certain rights upon “fundamental transactions” as described in the Series C common warrants. In the Series C common warrants, these rights upon “fundamental transactions” include the right of the holders thereof to receive from Rani or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Class A common stock in such fundamental transaction in the amount of the Black Scholes value (as described in such Series C common warrants) of the unexercised portion of the applicable Series C common warrants on the date of the consummation of such fundamental transaction.
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 contracting parties.
Pursuant to the terms of the Purchase Agreement, until 30 days following the closing of the Offering, Rani has agreed not to issue, enter into any agreement to issue, or announce the 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 further agreed not to enter into an agreement involving any new variable rate transactions until January 23, 2025, subject to certain exceptions. In addition, Rani’s directors and officers have entered into lock-up agreements with Rani pursuant to which each of them has agreed not to, for a period of 30 days from the closing of the Offering, offer, sell, transfer or otherwise dispose of Rani’s securities, subject to certain exceptions.
Rani engaged Maxim Group LLC to act as placement agent in the Offering and entered into a placement agency agreement dated October 15, 2024, 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 on August 10, 2022, and a related base prospectus and prospectus supplement.
A copy of the form of Series C common warrant is filed as Exhibit 4.1 hereto, a copy of the form of pre-funded warrant is filed as Exhibit 4.2 hereto and the form of Purchase Agreement is filed as Exhibit 10.1 hereto. The foregoing descriptions of the terms of the Purchase Agreement, the pre-funded warrant and the Series C common 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Form of Series C Common Warrant | |
| 4.2 | Form of Pre-funded Warrant | |
| 5.1 | Opinion of Cooley LLP | |
| 10.1 | Form of Securities Purchase Agreement, dated October 15, 2024 | |
| 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: October 16, 2024 | By: | /s/ Svai Sanford | ||||
| Svai Sanford | ||||||
| Chief Financial Officer | ||||||