RANI Rani Therapeutics Holdings Inc

Rani Therapeutics Holdings, Inc. (“Rani Therapeutics” or “Rani”) (Nasdaq: RANI), a clinical-stage biotherapeutics company focused on the oral delivery of biologics and drugs, today announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 2,800,000 shares of Rani Therapeutics’ Class A common stock (the “Common Stock”) and pre-funded warrants to purchase 446,753 shares of Common Stock, together with Series A common warrants to purchase up to an aggregate of 3,246,753 shares of Common Stock and Series B common warrants to purchase up to an aggregate of 3,246,753 shares of Common Stock, in a registered direct offering. Each share of Common Stock and pre-funded warrant is being sold together with one Series A common warrant to purchase one share of Common Stock and one Series B common warrant to purchase one share of Common Stock at a combined purchase price of $3.08. The Series A common warrants and Series B common warrants will each have an exercise price of $3.08 per share, will each be exercisable 6 months from the date of issuance, and, in the case of Series A common warrants, will expire 18 months from the date of issuance, and in the case of Series B warrants, will expire five and a half years from the date of issuance.

Maxim Group LLC is acting as the sole placement agent for the offering.

The offering is expected to close on or about July 23, 2024, subject to satisfaction of customary closing conditions. The gross proceeds to the Rani Therapeutics from this offering are expected to be approximately $10.0 million, before deducting placement agent fees and other offering expenses, excluding the proceeds, if any, from the exercise of the pre-funded warrants and the Series A and Series B common warrants.

The securities in the registered direct offering are being offered and sold by Rani pursuant to a "shelf" registration statement on Form S-3 (File No. 333-266444) which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2022. The offering of the securities is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Rani TherapeuticsRani Therapeutics is a clinical-stage biotherapeutics company focused on advancing technologies to enable the development of orally administered biologics and drugs. Rani has developed the RaniPill® capsule, which is a novel, proprietary and patented platform technology, intended to replace subcutaneous injection or intravenous infusion of biologics and drugs with oral dosing. Rani has successfully conducted several preclinical and clinical studies to evaluate safety, tolerability and bioavailability using RaniPill® capsule technology.

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