aibioRani Therapeutics registers resale of 13,160,172 Series D warrant shares
Tickers RANI
Rani Therapeutics filed a resale prospectus on July 11, 2025 covering up to 13,160,172 Class A shares issuable on exercise of a Series D warrant. The company says it will receive no proceeds from the resale itself.
Key facts
- Company
- Rani Therapeutics Holdings, Inc. (NASDAQ: RANI)
- News type
- Financings
- Primary source
- Rani Therapeutics Holdings, Inc. 424B5 (2025-07-11)
The resale prospectus
Rani Therapeutics Holdings, Inc. filed the prospectus on July 11, 2025 for the resale by a selling stockholder of up to 13,160,172 shares of Class A common stock. The shares are issuable only on exercise of a Series D common stock warrant. The prospectus is dated July 11, 2025.
Rani issued the Series D warrant in May 2025 under a letter agreement. In exchange, the selling stockholder exercised for cash some existing warrants at a reduced exercise price of $0.65 per share. The prospectus says Rani is not selling any shares under it and will receive no proceeds from the resale, except any cash it receives if the Series D warrant is exercised.
The selling stockholder may sell at market or privately negotiated prices and bears any underwriting fees and commissions on its sales, and Rani bears the other registration costs. The prospectus says the selling stockholder and any brokers involved may be deemed underwriters under the Securities Act. The filing names no placement agent or underwriter for the resale. Cooley LLP of Palo Alto, California, will pass upon the validity of the shares.
The selling stockholder table names Armistice Capital, LLC, the investment manager of Armistice Capital Master Fund Ltd., which holds the securities. Steven Boyd is Armistice's managing member. The table lists 18,081,526 shares beneficially owned before the offering, including the Series D shares, and 4,921,354 after. The Series D warrant is subject to a 4.99% beneficial ownership limit. The letter agreement is dated May 20, 2025. The prospectus also describes the holder's earlier dealings with Rani. In July 2024 the holder bought, in a registered direct offering, 2,800,000 Class A shares, a pre-funded warrant for 446,753 shares, a Series A warrant for 3,246,753 shares and a Series B warrant for 3,246,753 shares.
The last reported sale price of the Class A shares on Nasdaq was $0.66 on July 10, 2025. The Series D warrant has an exercise price of $0.65 per whole share, is exercisable immediately and expires five years from the date of stockholder approval of the shares issuable on exercise. Rani receives cash only if the holder exercises it for cash.
The company and its pipeline
Rani describes itself as a clinical stage biotherapeutics company focused on delivering biologics and drugs orally. Its platform is the RaniPill capsule.
Rani's clinical work consists of Phase 1 studies in healthy volunteers. It completed RT-101, an octreotide product, in 2019, RT-102, a parathyroid hormone product, in 2022, and RT-111, an ustekinumab biosimilar supplied by Celltrion, in February 2024. The company says each study met its endpoints and reports high bioavailability. Its annual report says the parathyroid study showed more than 300% greater bioavailability than a subcutaneous injection of teriparatide. Those are company claims from early studies, and bioavailability measures drug exposure, not patient benefit.
As of December 31, 2024, Rani had given the RaniPill capsule 233 times to 146 human subjects in clinical trials. The annual report gives no efficacy data for any product candidate. The RaniPill HC is intended for clinical testing in mid-2025, and it has been tested preclinically in more than 350 devices in vivo as of January 1, 2025.
The main partnership is a June 2024 collaboration with ProGen Co., Ltd. to develop RT-114, which combines ProGen's GLP-1/GLP-2 dual agonist PG-102 with the RaniPill HC, for weight management. Development costs and operating profits and losses are shared equally.
The financing history
In October 2024 Rani sold 3,000,000 Class A shares and pre-funded warrants for 333,333 shares to an institutional investor, along with Series C common warrants for 3,333,333 shares. The annual report says net proceeds totaled $9.4 million after placement agent fees and offering expenses. The prospectus lists among its forward-looking topics Rani's ability to continue as a going concern and its plans to improve liquidity "in response to the substantial doubt about our ability to continue as a going concern." It gives no cash balance or net loss.
What comes next
The resale depends on the holder's decision to sell and on whether it exercises the Series D warrant. The prospectus does not say when, or whether, either will happen.