Rani Therapeutics Holdings, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 114 Consolidated Balance Sheets 115 Consolidated Statements of Operations 116 Consolidated Statements of Comprehensive Loss 117 Consolidated Statements of Changes in Stockholders’ Equity 118 Consolidated Statements of Cash Flows 119 Notes to the Consolidated Financial Statements 120 113 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Rani Therapeutics Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rani Therapeutics Holdings, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. The Company's Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations, negative cash flows from operating activities, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2019. San Francisco, California March 20, 2024 114 RANI THERAPEUTICS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 5,864 $ 27,007 Marketable securities 42,675 71,475 Prepaid expenses and other current assets 2,308 2,442 Total current assets 50,847 100,924 Property and equipment, net 6,105 6,038 Operating lease right-of-use asset 718 1,065 Other assets 246 — Total assets $ 57,916 $ 108,027 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 648 $ 1,460 Accrued expenses and other current liabilities 1,726 2,349 Current portion of long-term debt 4,897 — Current portion of operating lease liability 718 1,006 Total current liabilities 7,989 4,815 Long-term debt, less current portion 24,484 29,149 Operating lease liability, less current portion — 59 Total liabilities 32,473 34,023 Stockholders' equity: Preferred stock, $ 0.0001 par value - 20,000 shares authorized; none issued and outstanding as of December 31, 2023 and December 31, 2022 — — Class A common stock, $ 0.0001 par value - 800,000 shares authorized; 26,036 and 25,295 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 3 3 Class B common stock, $ 0.0001 par value - 40,000 shares authorized; 24,116 issued and outstanding as of December 31, 2023 and December 31, 2022 2 2 Class C common stock, $ 0.0001 par value - 20,000 shares authorized; none issued and outstanding as of December 31, 2023 and December 31, 2022 — — Additional paid-in capital 85,762 75,842 Accumulated other comprehensive loss ( 12 ) ( 73 ) Accumulated deficit ( 72,889 ) ( 38,919 ) Total stockholders' equity attributable to Rani Therapeutics Holdings, Inc. 12,866 36,855 Non-controlling interest 12,577 37,149 Total stockholders' equity 25,443 74,004 Total liabilities and stockholders' equity $ 57,916 $ 108,027 The accompanying notes are an integral part of these consolidated financial statements. 115 RANI THERAPEUTICS HOLDINGS, INC. Consolidated Statements of Operations (in thousands, except per share amounts) Year Ended December 31, 2023 2022 Operating expenses Research and development $ 39,624 $ 36,607 General and administrative 26,475 26,844 Total operating expenses $ 66,099 $ 63,451 Loss from operations ( 66,099 ) ( 63,451 ) Other income (expense), net Interest income and other, net 3,301 1,248 Interest expense and other, net ( 5,085 ) ( 1,071 ) Loss before income taxes ( 67,883 ) ( 63,274 ) Income tax expense — ( 70 ) Net loss $ ( 67,883 ) $ ( 63,344 ) Net loss attributable to non-controlling interest ( 33,913 ) ( 32,756 ) Net loss attributable to Rani Therapeutics Holdings, Inc. $ ( 33,970 ) $ ( 30,588 ) Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc., basic and diluted $ ( 1.33 ) $ ( 1.28 ) Weighted-average Class A common shares outstanding—basic and diluted 25,505 23,817 The accompanying notes are an integral part of these consolidated financial statements. 116 RANI THERAPEUTICS HOLDINGS, INC. Consolidated Statements of Comprehensive Loss (in thousands) Year Ended December 31, 2023 2022 Net loss $ ( 67,883 ) $ ( 63,344 ) Other comprehensive loss Net unrealized gain (loss) on marketable securities 121 ( 149 ) Comprehensive loss $ ( 67,762 ) $ ( 63,493 ) Comprehensive loss attributable to non-controlling interest ( 33,852 ) ( 32,832 ) Comprehensive loss attributable to Rani Therapeutics Holdings, Inc. $ ( 33,910 ) $ ( 30,661 ) The accompanying notes are an integral part of these consolidated financial statements. 117 RANI THERAPEUTICS HOLDINGS, INC. Consolidated Statements of Changes in STOCKHOLDERS’ Equity (in thousands) Class A Common Stock Class B Common Stock Shares Amount Shares Amount Additional Paid In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Non-Controlling Interest Total Stockholders' Equity Balance at December 31, 2021 19,712 $ 2 29,290 $ 3 $ 55,737 $ — $ ( 8,331 ) $ 74,156 $ 121,567 Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC 5,332 1 ( 5,174 ) ( 1 ) — — — — — Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC — — — — 12,377 — — ( 12,377 ) — Issuance of warrants — — — 503 — — — 503 Issuance of common stock under employee equity plans, net of shares withheld for tax settlement 204 — — — ( 626 ) — — — ( 626 ) Issuance of common stock under employee stock purchase plan 39 — — — 271 — — — 271 Issuance of common stock 13 — — — — — — — — Forfeiture of restricted stock awards ( 5 ) — — — ( 7 ) — — ( 6 ) ( 13 ) Equity-based compensation — — — — 7,587 — — 8,208 15,795 Net loss — — — — — — ( 30,588 ) ( 32,756 ) ( 63,344 ) Other comprehensive loss — — — — — ( 73 ) — ( 76 ) ( 149 ) Balance at December 31, 2022 25,295 $ 3 24,116 $ 2 $ 75,842 $ ( 73 ) $ ( 38,919 ) $ 37,149 $ 74,004 Issuance of common stock under employee equity plans, net of shares withheld for tax settlement 557 — — — ( 162 ) — — — ( 162 ) Issuance of common stock under employee stock purchase plan 144 — — — 355 — — — 355 Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC 42 — — — — — — — — Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC — — — — 181 — — ( 181 ) — Forfeiture of restricted stock awards ( 2 ) — — — ( 6 ) — — ( 6 ) ( 12 ) Equity-based compensation — — — — 9,552 — — 9,468 19,020 Net loss — — — — — — ( 33,970 ) ( 33,913 ) ( 67,883 ) Other comprehensive gain — — — — — 61 — 60 121 Balance at December 31, 2023 26,036 $ 3 24,116 $ 2 $ 85,762 $ ( 12 ) $ ( 72,889 ) $ 12,577 $ 25,443 The accompanying notes are an integral part of these consolidated financial statements. 118 RANI THERAPEUTICS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 Cash flows from operating activities Net loss $ ( 67,883 ) $ ( 63,344 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 19,008 15,782 Depreciation and amortization 822 548 Non-cash operating lease expense 1,041 764 Amortization of debt discount and issuance costs 232 77 Net accretion and amortization of investments in marketable securities ( 2,316 ) ( 851 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets 282 505 Other assets ( 245 ) — Accounts payable ( 595 ) 163 Accrued expenses and other current liabilities ( 540 ) 605 Operating lease liabilities ( 1,042 ) ( 764 ) Net cash used in operating activities ( 51,236 ) ( 46,515 ) Cash flows from investing activities Proceeds from maturities of marketable securities 104,350 3,000 Purchases of marketable securities ( 73,261 ) ( 73,817 ) Purchases of property and equipment ( 1,229 ) ( 1,619 ) Net cash provided by (used in) investing activities 29,860 ( 72,436 ) Cash flows from financing activities Issuance of common stock under employee stock purchase plan 355 271 Proceeds from employee stock purchase plan 40 46 Tax withholdings paid on behalf of employees for net share settlement ( 162 ) ( 626 ) Proceeds from the issuance of long-term debt and warrants, net of issuance costs — 29,574 Payment of deferred financing costs — ( 260 ) Net cash provided by financing activities 233 29,005 Net decrease in cash, cash equivalents and restricted cash equivalents ( 21,143 ) ( 89,946 ) Cash, cash equivalents and restricted cash equivalents, beginning of period 27,507 117,453 Cash, cash equivalents and restricted cash equivalents, end of period $ 6,364 $ 27,507 Supplemental disclosures of cash flow information Cash paid for interest $ 4,182 $ 730 Cash paid for income taxes $ 35 $ 48 Supplemental disclosures of non-cash investing and financing activities Right-of-use assets obtained in exchange for new operating lease liabilities $ 578 $ 514 Exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC $ 169 $ 78,487 Interest income receivable included in prepaid expenses $ 148 $ 44 Property and equipment purchases included in accounts payable and accrued expenses and other current liabilities $ 18 $ 355 Issuance of costs deducted from long-term debt proceeds $ — $ 851 Deferred financing costs included in prepaid expenses $ — $ 260 The accompanying notes are an integral part of these consolidated financial statements. 119 RANI THERAPEUTICS HOLDINGS, INC. Notes to THE Consolidated Financial Statements 1. Organization and Nature of Business Description of Business Rani Therapeutics Holdings, Inc. (“Rani Holdings”) was formed as a Delaware corporation in April 2021 for the purpose of facilitating an initial public offering (“IPO”) of its Class A common stock, and to facilitate certain organizational transactions and to operate the business of Rani Therapeutics, LLC (“Rani LLC”) and its consolidated subsidiary, Rani Management Services, Inc. (“RMS”). Rani Holdings and its consolidated subsidiaries, Rani LLC and RMS (prior to December 15, 2022), are collectively referred to herein as “Rani” or the “Company.” RMS was dissolved on December 15, 2022. The Company is a clinical stage biotherapeutics company focusing on advancing technologies to enable the administration of biologics and drugs orally, to provide patients, physicians, and healthcare systems with a convenient alternative to painful injections. The Company is advancing a portfolio of oral therapeutics using its proprietary delivery technology, the RaniPill capsule. The Company is headquartered in San Jose, California and operates in one segment. Organizational Transactions In connection with the IPO in August 2021, the Company was party to the following organizational transactions (the “Organizational Transactions”): • Amended and restated Rani LLC’s operating agreement (the “Rani LLC Agreement”) to appoint the Company as the sole managing member of Rani LLC and effectuated an exchange of all outstanding (i) convertible preferred units, automatic or net exercised warrants to purchase preferred units and common units, and common units of Rani LLC, into economic nonvoting Class A units (“Class A Units”) and an equal number of voting noneconomic Class B units (“Class B Units”) and (ii) all non-vested incentive units (“Profits Interests”) into Class A Units. In connection with the closing of the IPO, each LLC interest was exchanged 1 for 0.5282 as determined and predicated on the initial public offering price of the Company’s Class A common stock ; • Amended and restated the Company’s certificate of incorporation in July 2021, to provide for the issuance of (i) Class A common stock, each share of which entitles its holders to one vote per share , (ii) Class B common stock, each share of which entitles its holders to 10 votes per share on all matters presented to the Company's stockholders , (iii) Class C common stock, which has no voting rights, except as otherwise required by law and (iv) preferred stock; • Exchanged 12,047,925 shares of Class A common stock for existing Class A Units of Rani LLC held by certain individuals and entities (the “Former LLC Owners”) on a one-for-one basis; • Issued 29,290,391 shares of Class B common stock to certain individuals and entities that continued to hold Class A Units in Rani LLC after the IPO (the “Continuing LLC Owners”) in return for an equal amount of Rani LLC Class B Units; • Entered into a Registration Rights Agreement with certain of the Continuing LLC Owners. The Continuing LLC Owners are entitled to exchange, subject to the terms of the Rani LLC Agreement, the Class A Units they hold in Rani LLC, together with the shares they hold of the Company Class B common stock (together referred to as a "Paired Interest"), in return for shares of the Company’s Class A common stock on a one-for-one basis provided that, at the Company’s election, the Company has the ability to effect a direct exchange of such Class A common stock or make a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Paired Interest redeemed. Any shares of Class B common stock will be canceled on a one-for-one basis if, at the election of the Continuing LLC Owners, the Company redeems or exchanges such Paired Interest pursuant to the terms of the Rani LLC Agreement. As of December 31, 2023 , certain individuals who continue to own interests in Rani LLC but do not hold shares of the Company’s Class B common stock (“non-corresponding Class A Units”) have the ability to exchange their non-corresponding Class A Units of Rani LLC for 1,345,067 shares of the Company’s Class A common stock. 120 Liquidity The Company has incurred recurring losses since its inception, including net losses of $ 67.9 million for the year ended December 31, 2023. As of December 31, 2023 , the Company had an accumulated deficit of $ 72.9 million and for the year ended December 31, 2023 had negative cash flows from operations of $ 51.2 million. As of December 31, 2023 , cash, cash equivalents and marketable securities totaled $ 48.5 million. Based on its available cash resources and current operating plan, there is substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date that its financial statements for the year ended December 31, 2023 are issued. The Company’s existing capital resources, including the net proceeds from our IPO and Loans, will not be sufficient to enable it to initiate any pivotal clinical trials. The Company will need to raise substantial additional funds in the future in order to complete the development of the RaniPill platform, to complete the clinical development of its product candidates and seek regulatory approval thereof, to expand its manufacturing capabilities, to further develop the RaniPill HC device and to commercialize any of its product candidates. In August 2022, the Company entered into a loan and security agreement and related supplement (the “Loan Agreement”) with Avenue Venture Opportunities Fund, L.P (the “Lender”). The Loan Agreement provides for term loans (the “Loans”) in an aggregate principal amount up to $ 45.0 million. A Loan of $ 30.0 million was committed at closing, with $ 15.0 million funded immediately and $ 15.0 million available to be drawn between October 1, 2022 and December 31, 2022, which was drawn in December 2022. The remaining $ 15.0 million of Loans (“Tranche 2”) is uncommitted and is subject to certain conditions and approval by the Lender. In August 2022, the Company entered into a Controlled Equity Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (collectively the "Agents"), pursuant to which the Company may offer and sell from time to time through the Agents up to $ 150 million of shares of its Class A common stock, in such share amounts as the Company may specify by notice to the Agents, in accordance with the terms and conditions set forth in the Sales Agreement. The potential proceeds from the Sales Agreement are expected to be used for general corporate purposes. As of December 31, 2023, the Company has no sales under the Sales Agreement. In November 2023, the Company underwent a reduction in workforce and paused or discontinued certain programs to reduce expenses and focus its financial resources on key priorities. The Company expects to continue to generate operating losses and negative operating cash flows for the foreseeable future as it continues to develop the RaniPill capsule. The Company expects to finance its future operations with its existing cash and through strategic financing opportunities that could include, but are not limited to, future offerings of its equity, such as “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act, collaboration or licensing agreements, or the incurrence of debt. However, there is no guarantee that any of these strategic or financing opportunities will be executed or realized on favorable terms, if at all. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. 2. Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain prior period amounts have been reclassified to be consistent with current period presentation. The Company operates and controls all of the business and affairs of Rani LLC and, through Rani LLC conducts its business. Because the Company manages and operates the business and controls the strategic decisions and day-to-day operations of Rani LLC and also has a substantial financial interest in Rani LLC, the Company consolidates the financial results of Rani LLC, and a portion of its net loss is allocated to the non-controlling interests in Rani LLC held by the Continuing LLC Owners. All intercompany accounts and transactions have been eliminated in consolidation. Variable Interest Entities The Company consolidates all entities that it controls through a majority voting interest or as the primary beneficiary of a variable interest entity (“VIE”). In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach that determines whether it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company’s determination about whether it should consolidate such VIEs is made continuously as changes to existing relationships or future transactions may result in a consolidation event. 121 Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The Company evaluates its estimates on an ongoing basis. The Company bases its estimates on its historical experience and also on assumptions that we believe are reasonable; however, actual results may differ materially and adversely from these estimates. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains accounts in federally insured financial institutions in excess of federally insured limits. The Company also holds money market funds that are not federally insured. However, management believes the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which these deposits are held and of the money market funds and other entities in which these investments are made. Cash, Cash Equivalents and Restricted Cash Equivalents The Company considers all cash held on deposit and highly liquid investments purchased with original or remaining maturities of less than three months at the date of purchase to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company’s cash and cash equivalents consist of balances held in demand depositary accounts and money market funds. Restricted cash equivalents consist of cash collateral required by a bank in connection with the Company's commercial credit cards program. The Company limits its credit risk associated with cash, cash equivalents and restricted cash equivalents by maintaining its bank accounts at major financial institutions. The following table provides a reconciliation of cash and cash equivalents and restricted cash equivalents reported as a component of prepaid expenses and other current assets on the consolidated balance sheet which, in aggregate, represents the amount reported in the consolidated statements of cash flows for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 End of Period: Cash and cash equivalents $ 5,864 $ 27,007 Restricted cash equivalents 500 500 Total cash, cash equivalents and restricted cash equivalents $ 6,364 $ 27,507 Marketable Securities The Company invests its excess cash in marketable securities with high credit ratings including securities issued by U.S. and international governments and their agencies, corporate debt securities and commercial paper. The Company has assessed U.S. government treasuries as Level 1 and all other marketable securities as Level 2 within the fair value hierarchy. All the Company's marketable securities have been accounted for as available-for-sale and carried at fair value. The Company classifies all its available-for-sale marketable securities, including those with maturity dates beyond one year, as current assets on the consolidated balance sheets as the Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income and other, net on the consolidated statements of operations and comprehensive loss. Realized gains and losses on marketable securities are included in other income (expense) on the consolidated statements of operations. Gains and losses on sales are recorded based on the trade date and determined using the specific identification method. The Company regularly reviews its investments for declines in fair value below their amortized cost basis to determine whether the impairment is due to credit-related factors or noncredit-related factors. The Company's review includes the creditworthiness of the security issuers, the severity of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of its amortized cost bases. When the Company determines that a portion of the unrealized loss is due to an expected credit loss, the Company recognizes the loss amount in Other income (expense), net, with a corresponding allowance against the carrying value of the security the Company holds. The portion of the unrealized loss related to factors other than credit losses is recognized in Accumulated other comprehensive loss. The Company has made an accounting policy election to not measure an allowance for credit loss for accrued interest receivables and will recognize a credit loss for accrued interest receivables when the loss becomes probable and estimable. As of December 31, 2023 and 2022 , interest income receivable recorded as a component of prepaid expenses and other current assets on the consolidated balance sheet was $ 0.2 million and de minimis, respectively. 122 Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. As of December 31, 2023 and 2022, the carrying values of current assets and liabilities approximates fair value due to their short-term nature, respectively. The fair value of the Company’s long-term debt approximated its carrying value based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs). To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument. Leases The Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. For any arrangement that is considered to be a lease with a term greater than one year, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. Operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in the Company’s consolidated balance sheet as of December 31, 2023. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease contract. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the expected lease term. In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received and impairment charges if the Company determines the ROU asset is impaired. The Company considers a lease term to be the noncancelable period during which it has the right to use the underlying asset, including any periods where it is reasonably certain the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. The operating lease ROU assets also include any lease payments made and exclude lease incentives. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU asset have been recorded on the consolidated balance sheet and amortized as lease expense on a straight-line basis over the lease term. 123 Long-Term Debt with Detachable Warrants Detachable warrants are evaluated for the classification of warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with equity-classified warrants, the proceeds from the issuance of debt are first allocated to the debt and the warrants at their relative estimated fair values. The portion of the proceeds allocated to the warrants are accounted for as paid in capital and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and beneficial conversion features, are allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument. The Company considers whether there are any embedded features in debt instruments that require bifurcation and separate accounting as derivative financial instruments. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of contract research fees and process development, outsourced labor and related expenses for personnel, facilities cost, fees paid to consultants and advisors, depreciation and supplies used in research and development and costs incurred under the Company's evaluation agreements. Payments made prior to the receipt of goods or services to be used in research and development activities are recorded as prepaid expenses until the related goods or services are received. Until future commercialization is considered probable and the future economic benefit is expected to be realized, the Company does not capitalize pre-launch inventory costs. Costs of property and equipment related to scaling-up of the manufacturing capacity for clinical trials and to support commercialization are capitalized as property and equipment unless the related asset does not have an alternative future use. Clinical and preclinical costs are a component of research and development expense. The Company accrues and expenses clinical and pre-clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with its service providers. The Company determines the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of services and the agreed-upon fee to be paid for such services. Stock-Based Compensation In July 2021, the Company adopted and its stockholders approved, the Rani Therapeutics Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The Company has subsequently granted stock options to purchase shares of its Class A common stock as well as restricted stock units (“RSUs”) and restricted stock awards ("RSAs") from the 2021 Plan to both employees and non-employees. The Company measures stock-based compensation at fair value on the grant date of the award. The fair value of employee and nonemployee RSUs is determined based on the number of shares granted and the closing market price of the Company’s Class A common stock on the date of grant. The fair value of employee RSAs is determined based on the estimated fair value of the Company’s Class A common stock on the grant date and is subject to the Company's reacquisition right which is accounted for as a forfeiture provision (Note 10). For awards that vest subject to the satisfaction of service requirements, compensation expense is measured based on the fair value of the award on the date of grant and expense is recognized on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur. Stock-based compensation is classified in the accompanying consolidated statements of operations and comprehensive loss based on the function to which the related services are provided. The Company determines the grant-date fair value of options to purchase common shares using the Black-Scholes option-pricing model which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. Such assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. If actual results are not consistent with the Company’s assumptions and judgments used in making these estimates, the Company may be required to increase or decrease compensation expense, which could be material to the Company’s consolidated results of operations. Income Taxes The Company is the managing member of Rani LLC and, as a result, consolidates the financial results of Rani LLC and, prior to December 15, 2022, its taxable subsidiary RMS in the consolidated financial statements. RMS was dissolved on December 15, 2022. Rani LLC is a pass-through entity for United States federal and most applicable state and local income tax purposes following the IPO and Organizational Transactions. As an entity classified as a partnership for tax purposes, Rani LLC is not subject to United States federal and certain state and local income taxes. Any taxable income or loss generated by Rani LLC is passed through to, and included in the taxable income or loss of, its members, including the Company. The Company is taxed as a corporation and pays corporate federal, state and local taxes with respect to income allocated to it, based on its economic interest in Rani LLC. The Company's tax provision also includes the activity of RMS prior to its dissolution, which is taxed as a corporation for United States federal and state income tax purposes. 124 The Company accounts for income taxes under the asset and liability method of accounting. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. The Company’s tax positions are subject to income tax audits. The Company uses a recognition threshold and measurement attribute for the consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than a 50% likelihood of being realized upon ultimate settlement with a taxing authority. Interest and penalties related to unrecognized tax benefits are recognized in income tax expense in the accompanying consolidated statements of operations and comprehensive loss. No such interest and penalties were recognized for any period presented. Tax Receivable Agreement In August 2021, in connection with the IPO and Organizational Transactions, the Company entered into a tax receivable agreement ("TRA") with certain of the Continuing LLC Owners. The TRA provides that the Company pay to such Continuing LLC Owners, 85 % of the amount of tax benefits, if any, it is deemed to realize (calculated using certain assumptions) as a result of (i) increases in the tax basis of assets of Rani LLC resulting from (a) any future redemptions or exchanges of Paired Interests or non-corresponding Class A Units of Rani LLC and (b) payments under the TRA and (ii) certain other benefits arising from payments under the TRA (collectively the “Tax Attributes”). A liability for the payable to parties subject to the TRA, and a reduction to stockholders’ equity, is accrued when (i) an exchange of a Paired Interest or non-corresponding Class A Units of Rani LLC has occurred and (ii) when it is deemed probable that the Tax Attributes associated with the exchange will be used to reduce the Company’s taxable income based on the contractual percentage of the benefit of Tax Attributes that the Company expects to receive over a period of time (Note 13). Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and/or circumstances from non-owner sources. Other comprehensive loss represents changes in fair value of the Company's available-for-sale marketable securities. Non-Controlling Interest Non-controlling interest ("NCI") represents the portion of income or loss, net assets and comprehensive loss of the Company's consolidated subsidiary that is not allocable to Rani Holdings based on the Company's percentage of ownership of Rani LLC. In August 2021, based on the Organizational Transactions, Rani Holdings became the sole managing member of Rani LLC. As of December 31, 2023 , Rani Holdings held approximately 51 % of the Class A Units of Rani LLC, and approximately 49 % of the outstanding Class A Units of Rani LLC are held by the Continuing LLC Owners. Therefore, the Company reports NCI based on the Class A Units of Rani LLC held by the Continuing LLC Owners on its consolidated balance sheet as of December 31, 2023. Income or loss attributed to the NCI in Rani LLC is based on the Class A Units outstanding during the period for which the income or loss is generated and is presented on the consolidated statements of operations and comprehensive loss. Future exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC will result in a change in ownership and reduce or increase the amount recorded as NCI and increase or decrease additional paid-in-capital when Rani LLC has positive or negative net assets, respectively. From the date of the Organizational Transactions to December 31, 2023 , there were 5,173,947 exchanges of Paired Interests and 200,455 exchanges of non-corresponding Class A Units of Rani LLC for an equal number of shares of the Company's Class A common stock. 125 Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation and amortization calculated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized over the shorter of the related lease term or useful life. Maintenance and repairs are charged to operations when incurred, while betterments or renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation and amortization accounts are relieved, and any gain or loss is included in the results of operations. Construction-in-progress consists of production equipment that will be used to scale-up the manufacturing of the RaniPill capsule for clinical trials and that has been determined to have an alternative future use. Construction-in-progress is stated at cost and does not begin to depreciate until it is put into production. Impairment of Long-Lived Assets The Company reviews the carrying amounts of its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. If indicators of impairment exist, an impairment loss would be recognized when the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The impairment charge is determined based upon the excess of the carrying value of the asset over its estimated fair value, with estimated fair value determined based upon an estimate of discounted future cash flows or other appropriate measures of estimated fair value. Management believes that no revision to the remaining useful lives or write-down of long-lived assets is required as of and for the year ended December 31, 2023 . Net Loss Per Class A Common Share Attributable to Rani Holdings Basic net loss per Class A common share attributable to Rani Holdings is computed by dividing net loss attributable to the Company by the weighted average number of Class A common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per Class A common share is computed giving effect to all potentially dilutive shares. Diluted net loss per Class A common share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. 126 3. Cash Equivalents, Restricted Cash Equivalents and Marketable Securities The following tables summarizes the amortized cost and fair value of the Company's cash equivalents, restricted cash equivalents and marketable securities by major investment category (in thousands): As of December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Current assets: Cash equivalents: Money market funds $ 3,339 $ — $ — $ 3,339 Total cash equivalents 3,339 — — 3,339 Restricted cash equivalents: Money market funds 500 — — 500 Total cash equivalents and restricted cash equivalents 3,839 — — 3,839 Marketable securities: U.S. Treasuries and agencies 35,513 — ( 18 ) 35,495 Corporate debt securities 1,971 — ( 8 ) 1,963 Commercial paper 5,219 — ( 2 ) 5,217 Total marketable securities 42,703 — ( 28 ) 42,675 Total cash equivalents, restricted cash equivalents and marketable securities $ 46,542 $ — $ ( 28 ) $ 46,514 As of December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Current assets: Cash equivalents: Money market funds $ 25,313 $ — $ — $ 25,313 Total cash equivalents 25,313 — — 25,313 Restricted cash equivalents: Money market funds 500 — — 500 Total cash equivalents and restricted cash equivalents 25,813 — — 25,813 Marketable securities: U.S. Treasuries and agencies 36,563 — ( 107 ) 36,456 Commercial paper 26,631 — — 26,631 Corporate debt securities 6,939 — ( 39 ) 6,900 International government 1,491 — ( 3 ) 1,488 Total marketable securities 71,624 — ( 149 ) 71,475 Total cash equivalents, restricted cash equivalents and marketable securities $ 97,437 $ — $ ( 149 ) $ 97,288 All marketable securities are classified as short-term. The Company regularly reviews its available-for-sale marketable securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of December 31, 2023, the aggregate difference between the amortized cost and fair value of each security in an unrealized loss position was de minimis. Since any provision for expected credit losses for a security held is limited to the amount the fair value is less than its amortized cost, no allowance for expected credit loss was deemed necessary at December 31, 2023 . 127 4. Fair Value Measurements The following tables detail information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of inputs used in such measurements (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 3,339 $ — $ — $ 3,339 Restricted cash equivalents: Money market funds 500 — — 500 Marketable securities U.S. Treasuries and agencies 35,495 — — 35,495 Corporate debt securities — 1,963 — 1,963 Commercial paper — 5,217 — 5,217 Total assets $ 39,334 $ 7,180 $ — $ 46,514 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 25,313 $ — $ — $ 25,313 Restricted cash equivalents: Money market funds 500 — — 500 Marketable securities U.S. Treasuries and agencies 36,456 — — 36,456 Commercial paper — 26,631 — 26,631 Corporate debt securities — 6,900 — 6,900 International government — 1,488 — 1,488 Total assets $ 62,269 $ 35,019 $ — $ 97,288 Level 1 and Level 2 financial instruments are comprised of investments in money market funds and fixed-income securities. The Company estimates the fair value of its Level 2 financial instruments by taking into consideration valuations obtained from third-party pricing services. The third-party pricing services utilize industry standard valuation models, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs. There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy for any of the periods presented. In 2022, as further discussed in Note 8, the Company issued Level 3 equity classified warrants totaling $ 0.5 million in connection with the loan and security agreement that were estimated on the date of issuance using the Black-Scholes valuation model which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. Such assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. 128 5. Balance Sheet Components Property and equipment, net Property and equipment, net consist of the following (in thousands): December 31, 2023 2022 Laboratory equipment $ 4,023 $ 2,661 Leasehold improvements 1,588 1,549 Software 104 104 Office equipment 157 157 Total 5,872 4,471 Less accumulated depreciation and amortization ( 3,671 ) ( 2,849 ) Total 2,201 1,622 Construction-in-progress 3,904 4,416 Total property and equipment, net $ 6,105 $ 6,038 Depreciation and amortization expense totaled $ 0.8 million and $ 0.5 million for the years ended December 31, 2023 and 2022, respectively. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2023 2022 Accrued interest $ 500 $ 69 Accrued preclinical and clinical trial costs 424 1,130 Payroll and related 313 394 Accrued professional fees 235 165 Related party payable 52 53 Other 202 538 Total accrued expenses and other current liabilities $ 1,726 $ 2,349 6. Related Party Transactions InCube Labs, LLC (“ICL”) is wholly-owned by the Company’s founder and Chairman and his family. The founder and Chairman is the father of the Company’s Chief Executive Officer. The Company’s Chief Scientific Officer is also the brother of the founder and Chairman and thus uncle of the Company’s Chief Executive Officer. Service Agreements In June 2021, Rani LLC entered into a service agreement with ICL effective retrospectively to January 1, 2021, and subsequently amended such agreement in March 2022 (as amended, the "Rani LLC-ICL Service Agreement"), pursuant to which Rani LLC and ICL agreed to provide personnel services to the other upon requests. Under the amendment in March 2022, Rani LLC has a right to occupy certain facilities leased by ICL in Milpitas, California and San Antonio, Texas (“Occupancy Services”) for general office, research and development, and light manufacturing. The Rani LLC-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated; except that the Occupancy Services in Milpitas, California have a term until February 2024, following an extension granted in July 2022, and the Occupancy Services in San Antonio, Texas continue until either party gives six months’ notice of termination. Except for the Occupancy Services, Rani LLC or ICL may terminate services under the Rani LLC-ICL Service Agreement upon 60 days' notice to the other party. The Rani LLC-ICL Service Agreement specifies the scope of services to be provided as well as the methods for determining the costs of services. Costs are billed or charged on a monthly basis by ICL or Rani LLC, respectively. Rani LLC provided to ICL notice of termination of the Occupancy Services in San Antonio in December 2023, which termination will take effect in June 2024. 129 In June 2021, RMS entered into a service agreement with ICL (the “RMS-ICL Service Agreement”) effective retrospectively to January 1, 2021, pursuant to which ICL agreed to rent a specified portion of its facility in San Jose, California to RMS. Additionally, RMS and ICL agreed to provide personnel services to the other upon requests based on rates specified in the RMS-ICL Service Agreement. In April 2022, RMS assigned the RMS-ICL Service Agreement to Rani LLC. The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated. Rani LLC or ICL may terminate services under the RMS-ICL Service Agreement upon 60 days' notice to the other party, except for occupancy which requires six months’ notice. The RMS-ICL Service Agreement specifies the scope of services to be provided as well as the methods for determining the costs of services. Costs are billed or charged on a monthly basis by ICL or Rani LLC, respectively, as well as allocations of expenses based upon Rani LLC’s utilization of ICL’s facilities and equipment. The table below details the amounts charged by ICL for services and rent, net of the amount that the Company charged ICL, which is included in the consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 Research and development $ 1,254 $ 1,170 General and administrative 254 222 Total $ 1,508 $ 1,392 Prior to April 2022, the Company’s eligible employees were permitted to participate in ICL’s 401(k) Plan (“401(k) Plan”). Participation in the 401(k) Plan was offered for the benefit of the employees, including the Company’s named executive officers, who satisfied certain eligibility requirements. In April 2022, the Company established its own 401(k) Plan, with participation offered for the benefit of the employees, including the Company’s named executive officers, who satisfy certain eligibility requirements. As of December 31, 2023, all of the Company's facilities are owned or leased by an entity affiliated with the Company’s Chairman (Note 7). The Company pays for the use of these facilities through its services agreements with ICL. Exclusive License, Intellectual Property and Common Unit Purchase Agreement The Company, through Rani LLC, and ICL entered into an exclusive license and an intellectual property agreement and common unit purchase agreement in 2012. Pursuant to the common unit purchase agreement, the Company issued 46.0 million common units to ICL in return for rights to exclusive commercialization, development, use and sale of certain products and services related to the RaniPill capsule technology. ICL also granted the Company a fully-paid, royalty-free, sublicensable, exclusive license under the intellectual property made by ICL during the course of providing services to the Company related to the RaniPill capsule technology. Such rights were not recorded on the Company’s consolidated balance sheet as the transaction was considered a common control transaction. In June 2021, ICL and the Company, through Rani LLC, entered into an Amended and Restated Exclusive License Agreement which replaced the 2012 Exclusive License Agreement between ICL and Rani LLC, as amended in 2013, and terminated the 2012 Intellectual Property Agreement between ICL and Rani LLC, as amended in June 2013. Under the Amended and Restated Exclusive License Agreement, the Company has a fully paid, exclusive license under certain scheduled patents related to optional features of the device and certain other scheduled patents to exploit products covered by those patents in the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine. The Company covers patent-related expenses and, after a certain period, the Company will have the right to acquire four specified United States patent families from ICL by making a one-time payment of $ 0.3 million to ICL for each United States patent family that the Company desires to acquire, up to $ 1.0 million in the aggregate. This payment will not become an obligation until the fifth anniversary of the Amended and Restated Exclusive License Agreement. The Amended and Restated Exclusive License Agreement will terminate when there are no remaining valid claims of the patents licensed under the Amended and Restated Exclusive License Agreement. Additionally, the Company may terminate the Amended and Restated Exclusive License Agreement in its entirety or as to any particular licensed patent upon notification to ICL of such intent to terminate. Non-Exclusive License Agreement between Rani and ICL (“Non-Exclusive License Agreement”) In June 2021, the Company, through Rani LLC, entered into the Non-Exclusive License Agreement with ICL a related party, pursuant to which the Company granted ICL a non-exclusive, fully-paid license under specified patents that were assigned from ICL to the Company. Additionally, the Company agreed not to license these patents to a third party in a specific field outside the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine, if ICL can prove that it or its sublicensee has been in active development of a product covered by such patents in that specific field. ICL may grant sublicenses under this license to third parties only with the Company’s prior approval. The Non-Exclusive License Agreement will continue in perpetuity unless earlier terminated. 130 Intellectual Property Agreement with Mir Imran (the “Mir Agreement”) In June 2021, the Company, through Rani LLC, entered into the Mir Agreement, pursuant to which the Company and Mir Imran agreed that the Company would own all intellectual property conceived (i) using any of the Company’s people, equipment, or facilities or (ii) that is within the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine. Neither the Company nor Mir Imran may assign the Mir Agreement to any third party without the prior written consent of the other party. The initial term of the Mir Agreement is three years, which can be extended upon mutual consent of the parties. The Mir Agreement may be terminated by either party for any reason within the initial three-year term upon providing three months’ notice to the other party. Tax Receivable Agreement Certain parties to the TRA, entered into in August 2021 pursuant to the IPO and Organizational Transactions are related parties of the Company. The TRA provides that the Company pay to ICL and the other Continuing LLC Owners 85% of the amount of tax benefits, if any, it is deemed to realize from exchanges of Paired Interests (Note 2). During the years ended December 31, 2023 and 2022 , these parties to the TRA exchanged zero and 2,317,184 Paired Interests, respectively, that resulted in tax benefits subject to the TRA (Note 13). Registration Rights Agreement In connection with the IPO, the Company entered into a Registration Rights Agreement. ICL and its affiliates are parties to this agreement. The Registration Rights Agreement provides certain registration rights whereby, at any time following the IPO and the expiration of any related lock-up period, ICL and its affiliates can require the Company to register under the Securities Act of 1933, as amended (the “Securities Act”) shares of Class A common stock issuable to ICL and its affiliates upon, at the Company’s election, redemption or exchange of their Paired Interests. The Registration Rights Agreement also provides for piggyback registration rights. In March 2022, certain holders of the Company's Class A common stock considered to be related parties were made parties to the Registration Rights Agreement. As a result of certain stockholders exercising their registration rights under the Registration Rights Agreement, in December 2022, the Company filed a registration statement on Form S-3 to register 6,009,542 shares of Class A common stock of the Company held by certain of its stockholders. Rani LLC Agreement The Company operates its business through Rani LLC. In connection with the IPO, the Company and the Continuing LLC Owners, including ICL and its affiliates, entered into the Rani LLC Agreement. The governance of Rani LLC, and the rights and obligations of the holders of LLC Interests, are set forth in the Rani LLC Agreement. As Continuing LLC Owners, ICL and its affiliates are entitled to exchange, subject to the terms of the Rani LLC Agreement, Paired Interests for Class A common stock of the Company; provided that, at the Company’s election, the Company may effect a direct exchange of such Class A common stock or make a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Paired Interest redeemed. During the years ended December 31, 2023 and 2022 , certain related parties that are party to the Rani LLC Agreement exchanged zero and 2,317,184 Paired Interests, respectively, for an equal number of shares of the Company's Class A common stock. 7. Leases The Company pays for the use of its office, laboratory and manufacturing facility in San Jose, California as part of the RMS-ICL Service Agreement. In April 2022, RMS assigned the RMS-ICL Service Agreement to Rani LLC. The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless Rani LLC or ICL terminate occupancy under the RMS-ICL Service Agreement upon six months’ notice. The Company determined it to be reasonably certain that it would exercise its renewal option for a successive twelve-month period and has considered it in the determination of the right-of-use assets and lease liabilities associated with the RMS-ICL Service Agreement as of December 31, 2023. 131 Under the Rani LLC-ICL Service Agreement amended in March 2022, Rani LLC has a right to occupy certain facilities leased by ICL in Milpitas, California and San Antonio, Texas for general office, research and development, and light manufacturing. The Rani LLC-ICL Service Agreement has a twelve-month term and will automatically renew for a successive twelve-month periods unless terminated; except that the Occupancy Services in Milpitas, California have a term until February 2024, following an extension granted in July 2022, with the potential for one additional annual renewal, subject to approval by the landlord upon a nine months’ notice of renewal prior to the end of the lease term, and the Occupancy Services in San Antonio, Texas continue until either party gives six months’ notice of termination. The Company accounted for the lease extension as a lease modification that did not result in a separate contract and recognized the right-of-use asset and lease liabilities associated with the Rani LLC-ICL Service Agreement in the consolidated balance sheet as of December 31, 2023. As of December 31, 2023, the second renewal option for the facility in Milpitas, California was not deemed reasonably certain to be exercised. The Company provided to ICL notice of termination of the Occupancy Services in San Antonio in December 2023, which termination will take effect in June 2024. The Company's leases are accounted for as operating leases and require certain fixed payments of real estate taxes and insurance in addition to future minimum lease payments, and certain variable payments of common area maintenance costs and building utilities. Variable lease payments are expensed in the period in which the obligation for those payments is incurred. These variable lease costs are payments that vary in amount beyond the commencement date, for reasons other than passage of time. Variable lease payments are excluded in the total operating lease expense and immaterial for the periods presented. Supplemental information on the Company’s consolidated balance sheet and statements of cash flows as of December 31, 2023 related to leases was as follows (in thousands): December 31, 2023 2022 Weighted-average remaining lease term (in years) 0.9 1.1 Weighted-average discount rate 10.4 % 7.0 % As of December 31, 2023, minimum annual rental payments under the Company’s operating lease agreements are as follows (in thousands): Year ending December 31, 2024 $ 749 Total undiscounted future minimum lease payments $ 749 Less: Imputed interest ( 31 ) Total operating lease liability $ 718 Less: Current portion of operating lease liability 718 Operating lease liability, net current portion $ - In November 2023, Rani LLC and BKM South Bay 240, LLC (“Landlord”) entered into the Standard Industrial/Commercial Multi-Tenant Lease - Net (the “Lease”). Pursuant to the terms of the Lease, Rani LLC is leasing approximately 33,000 square feet of space in Fremont, California, which is part of a two-building project (the “Project”). The initial term of the Lease commenced in February 2024, and the duration of the initial term is 63 months. Subject to certain conditions, Rani LLC has an option to renew the Lease for one additional 5-year term at the then-prevailing market rate. The monthly base rent for the initial term of the Lease is approximately $ 95,000 per month, subject to a 4 % increase each year. Rani LLC is also responsible for the payment of additional rent to cover its share of common area operating expenses, including taxes, insurance, utilities, and repair and maintenance of the premises and common areas of the Project. The Company will further evaluate the Lease and record its impact on the Company's consolidated financial statements on the commencement date of the Lease in February 2024. Future minimum lease payments for the Lease total $ 6.5 million through 2029 and are excluded from the table above. 8. Warrants In August 2022, in conjunction with a loan and security agreement (Note 12), the Company issued warrants to purchase 76,336 shares of the Company's Class A common stock. The warrants are exercisable for a period of five years from the grant date, as may be adjusted for certain anti-dilution adjustments, dividends, stock splits, and reverse stock splits, at an exercise price per share equal to $ 11.79 , which may be net share settled at the option of the holder. As of December 31, 2023 , there were 76,336 warrants outstanding. 132 9. Stockholders’ Equity For the years ended December 31, 2023 and 2022 , certain of the Continuing LLC Owners executed an exchange of zero and 5,173,947 Paired Interests, respectively, and 42,404 and 158,051 non-corresponding Class A Units of Rani LLC, respectively, in return for an equal number of shares of the Company’s Class A common stock. The corresponding shares of the Company’s Class B common stock included in the exchange of Paired Interests were subsequently canceled and retired pursuant to the terms of the Rani LLC Agreement. In August 2022, the Company entered into a Controlled Equity Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (collectively the "Agents"), pursuant to which the Company may offer and sell from time to time through the Agents up to $ 150.0 million of shares of its Class A common stock, in such share amounts as the Company may specify by notice to the Agents, in accordance with the terms and conditions set forth in the Sales Agreement. The potential proceeds from the Sales Agreement are expected to be used for general corporate purposes. As of December 31, 2023 , the Company has no sales under the Sales Agreement. In connection with the Sales Agreement, the Company recognized deferred offering costs totaling $ 0.3 million as a component of prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2023 which will be offset against proceeds upon a sale under the Sales Agreement within the consolidated statement of changes in stockholders’ equity. As of December 31, 2023 , the Company reserved 0.5 million shares of Class A Common Stock for issuance under the Rani Therapeutics Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) and 3.0 million shares of Class A common stock for future issuance under the 2021 Plan. 10. Stock-Based Compensation Stock Option Repricing On December 16, 2023 (the “Repricing Date”), the Company's Board of Directors approved a stock option award repricing whereby certain previously granted and still outstanding unvested stock option awards issued under the 2021 Plan and the 2016 Equity Incentive Plan, were reduced to $ 2.84 per share, which represented the most recent closing market price of the Company’s Class A common stock to the Repricing Date (the “Option Repricing”). These stock option awards are held by employees, including the Company’s named executive officers, certain consultants, and non-employee members of the Board of Directors. No other terms of the options were modified, and the stock option awards will continue to vest according to their original vesting schedules, remain subject to the same service requirements and will retain their original expiration dates. The Option Repricing was fair valued using the Black-Scholes option pricing model, which approximated the Lattice model, resulting in $ 1.8 million of incremental stock-based compensation expense and is expected to be recognized over a weighted-average period of approximately 2.3 years. Stock Options A summary of stock option activity during the periods indicated is as follows: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balance at December 31, 2022 3,788,586 $ 13.40 8.81 $ — Granted 3,159,210 $ 4.93 9.33 $ 125 Canceled ( 307,985 ) $ 13.04 Balance at December 31, 2023 6,639,811 $ 6.37 8.48 $ 13,377 Exercisable at December 31, 2023 2,581,713 $ 11.81 7.87 $ 279 Nonvested at December 31, 2023 4,058,098 $ 2.92 8.87 $ 13,098 The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option award on the date of grant. The assumptions and estimates are as follows: • Expected term - The expected term represents the period of time that stock option awards are expected to remain outstanding. The Company estimates the expected term as the midpoint between actual or expected vesting date and the contractual term. 133 • Expected volatility - The expected volatility was derived from the historical stock volatilities of peer public companies within the Company's industry that are considered to be comparable businesses over a period equivalent to the expected term of the stock option awards, since there has been limited trading history of the Company's stock. • Risk-free interest rate - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock option awards’ expected term. • Expected dividend yield - The expected dividend yield is zero as the Company has no plans to make dividend payments. The following table sets forth the weighted average assumptions used in estimating the fair value of stock option awards on the grant date: Year Ended December 31, 2023 2022 Expected volatility 84.0 - 85.8 % 77.2 % Risk-free interest rate 3.73 - 3.93 % 2.44 % Expected term (in years) 5.1 - 5.9 5.9 Expected dividend yield — % — % As of December 31, 2023 , there was $ 21.4 million of unrecognized stock-based compensation expense related to stock options which is expected to be recognized over a weighted-average period of approximately 2.3 years. Restricted Stock Units A summary of RSU activity during the periods indicated is as follows: Number of Restricted Stock Units Weighted Average Grant-Date Fair Value per Share Balance at December 31, 2022 665,500 $ 15.64 Granted 1,311,671 $ 5.43 Vested ( 590,713 ) $ 12.66 Forfeited ( 110,347 ) $ 8.27 Balance at December 31, 2023 1,276,111 $ 7.16 As of December 31, 2023 , there was $ 8.1 million of unrecognized stock-based compensation expense related to RSUs which is expected to be recognized over a weighted-average period of approximately 3.0 years. The total fair value of RSUs vested was $ 2.2 million for the year ended December 31, 2023. Restricted Stock Awards A summary of RSA activity during the periods indicated is as follows: Number of Restricted Stock Awards Weighted Average Grant-Date Fair Value per Share Balance at December 31, 2022 67,389 $ 6.14 Vested ( 31,411 ) $ 6.14 Forfeited ( 2,392 ) $ 6.12 Balance at December 31, 2023 33,586 $ 6.15 As of December 31, 2023 , unrecognized stock-based compensation expense related to RSAs was de minimis which is expected to be recognized over a weighted-average period of approximately 0.5 years. The total fair value of RSAs vested was $ 0.1 million for the year ended December 31, 2023. 134 ESPP As of December 31, 2023 , 0.2 million shares of Class A common stock have been issued under the ESPP. During the years ended December 31, 2023 and 2022 , the Company recognized $ 0.3 million and $ 0.2 million, respectively, of stock-based compensation expense related to the ESPP. As of December 31, 2023, contributions withheld from employees were de minimis and recorded as a component of accrued expenses and other current liabilities in the consolidated balance sheet. As of December 31, 2023 , there was $ 0.1 million of unrecognized stock-based compensation expense related to the ESPP which is expected to be recognized over a weighted-average period of approximately 0.4 years. Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense resulting from the grant of stock options, RSUs, RSAs, and the ESPP, recorded in the Company’s consolidated statement of operations and comprehensive loss (in thousands): Year Ended December 31, 2023 2022 Research and development $ 6,407 $ 6,237 General and administrative 12,601 9,545 Total stock-based compensation $ 19,008 $ 15,782 11. Commitments and Contingencies Legal Proceedings In the ordinary course of business, the Company may be subject to legal proceedings, claims and litigation as the Company operates in an industry susceptible to patent legal claims. The Company accounts for estimated losses with respect to legal proceedings and claims when such losses are probable and estimable. Legal costs associated with these matters are expensed when incurred. The Company is currently involved in several opposition proceedings at the European Patent Office, all of which were asserted against us by Novo Nordisk A/S. The ultimate outcome of this matter as a loss is not probable nor is there any amount that is reasonably estimable. However, the outcome of the opposition proceedings could impact the Company’s ability to prevent third parties from commercializing in Europe products with characteristics similar to those of the Company’s RaniPill technology. Tax Receivable Agreement The Company is party to a TRA with certain of the Continuing LLC Owners (Note 2). As of December 31, 2023 , the Company has not recorded a liability under the TRA related to the income tax benefits originating from the exchanges of Paired Interest or non-corresponding Class A Units of Rani LLC as it is not probable that the Company will realize such tax benefits. To the extent the Company is able to realize the income tax benefits associated with the exchanges of Paired Interest or non-corresponding Class A Units of Rani LLC subject to the TRA, the TRA payable would range from zero to $ 22.9 million at December 31, 2023. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Should the Company determine that the payment of the TRA liability becomes probable at a future date based on new information, any changes will be recorded on the Company's consolidated statement of operations and comprehensive loss at that time. 12. Long-Term Debt In August 2022, the Company entered into a loan and security agreement and related supplement (the “Loan Agreement”) with Avenue Venture Opportunities Fund, L.P (the “Lender”). The Loan Agreement provides for term loans (the “Loans”) in an aggregate principal amount up to $ 45.0 million. A Loan of $ 30.0 million was committed at closing, with $ 15.0 million funded immediately and $ 15.0 million available to be drawn between October 1, 2022 and December 31, 2022, which was drawn in December 2022. The remaining $ 15.0 million of Loans (“Tranche 2”) is uncommitted and is subject to certain conditions and approval by the Lender. The purpose of the Loans is for general corporate purposes. In exchange for access to this facility, the Company agreed to issue warrants (Note 8). 135 Pursuant to the Loan Agreement, the maturity date for the Loans is August 1, 2026 (the “Maturity Date”). The Loan principal is repayable in equal monthly installments beginning September 2024 extendable to March 2025 under certain conditions. The Loans bear interest at a variable rate per annum equal to the greater of (A) the prime rate, as published by the Wall Street Journal from time to time plus 5.60 % or (B) 10.35 %. The Loan Agreement is collateralized by substantially all of the Company’s assets, in which the Lender is granted continuing security interests. The Loans includes customary events of default, including instances of a material adverse change in the Company’s operations, which may require prepayment of the outstanding Loans. At December 31, 2023 , the effective interest rate on the Loans was 15.70 % and there were no events of default during the year ended December 31, 2023. The Company is also subject to certain covenants. There have been no material adverse events in connection with the Loan Agreement and the substantial doubt regarding our ability to continue as a going concern does not currently constitute a material adverse event under the terms of the Loan Agreement. As of December 31, 2023, the Company was in compliance with all applicable covenants under the Loan Agreement. As of December 31, 2023, future principal payments for the Company’s debt are as follows (in thousands): Year ending December 31, 2024 $ 5,000 2025 15,000 2026 10,000 Total principal payments $ 30,000 Less: amount representing debt discount ( 619 ) Total long-term debt $ 29,381 Less: current portion of long-term debt 4,897 Total long-term debt, less current portion $ 24,484 13. Income Taxes There was no income tax expense for the year ended December 31, 2023 . Income tax expense totaled $ 0.1 million for the year ended December 31, 2022. The effective tax rate for the years ended December 31, 2023 and 2022 is different from the federal statutory rate primarily due to the valuation allowance against deferred tax assets as a result of insufficient sources of income and pass-through loss not subject to income tax. A reconciliation between the Company’s effective tax rate and the applicable U.S. federal statutory income tax rate is summarized as follows: Year Ended December 31, 2023 2022 Federal statutory rate 21.0 % 21.0 % State tax, net of federal tax benefit 3.5 3.4 Non-controlling interest ( 10.5 ) ( 10.4 ) Research and development credits 2.4 2.1 Uncertain tax position ( 0.4 ) ( 0.3 ) Liquidating distribution — ( 2.1 ) Other 0.1 — Change in valuation allowance ( 16.1 ) ( 13.8 ) Effective tax rate — % ( 0.1 ) % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. The components that comprise the Company’s net deferred taxes consist of the following (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets Investment in partnership $ 45,470 $ 44,923 Net operating loss carryforward 12,979 6,807 Research and development credits 2,550 1,085 Total deferred tax assets 60,999 52,815 Valuation allowance ( 60,999 ) ( 52,815 ) Total deferred tax assets, net of valuation allowance $ — $ — 136 The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Because of the Company’s recent history of operating losses, the Company believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has recognized a full valuation allowance on its deferred tax assets. The valuation allowance increased by $ 8.2 million and $ 24.1 million for the years ended December 31, 2023 and 2022, respectively, primarily due to the increase in the Company’s net operating losses (“NOL”) during the period. As of December 31, 2023, the Company had the following tax attribute carryforwards that will expire on various dates as follows: Amount (in thousands) Expiration Years Net operating losses, federal (post December 31, 2017) $ 39,983 Indefinite Net operating loss, state (definite) 65,615 2041 - 2043 Research and development tax credits, federal 2,037 2041 - 2043 Research and development tax credits, state 1,220 Indefinite Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s research and development credit carryforwards may be limited in the event cumulative change in ownership of more than 50% occurs within a three-year period. As of December 31, 2023, the Company has not performed an IRC Section 382 or 383 analysis. If a change in ownership were to have occurred, additional tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. The Company is subject to United States federal and California income taxes and is not currently under examination by any federal or state taxing authorities. The federal and California returns for tax years 2018 through 2023 remain open to examination. The following table summarizes the changes in the amount of the unrecognized tax benefits (in thousands): Year Ended December 31, 2023 2022 Balance at the beginning of the year $ 211 $ 358 Increase related to current year positions 260 222 Increase related to prior year positions 18 4 Decrease related to prior year positions — ( 373 ) Balance at the end of the year $ 489 $ 211 Included in the balance of unrecognized tax benefits at December 31, 2023 is $ 0.5 million that if recognized would impact the Company’s income tax benefit and effective tax rate. The Company does not expect any significant increases or decreases in its unrecognized tax benefits within the next twelve months. Tax Receivable Agreement The Company is party to a TRA with the Continuing LLC Owners (Note 2). As of December 31, 2023 , the Company has not recorded a liability under the TRA related to the income tax benefits originating from the exchanges of Paired Interests or non-corresponding Class A Units of Rani LLC as it is not probable that the Company will realize such tax benefits (Note 11). 137 14. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per Class A common share attributable to Rani Holdings (in thousands, except per share data): Year Ended December 31, 2023 2022 Numerator: Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc. $ ( 33,970 ) $ ( 30,588 ) Denominator: Weighted average Class A common share outstanding—basic and diluted 25,505 23,817 Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc.—basic and diluted $ ( 1.33 ) $ ( 1.28 ) The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per Class A common share attributable to Rani Holdings (in thousands): As of December 31, 2023 2022 Paired Interests 24,116 24,116 Stock options 6,640 3,789 Non-corresponding Class A Units 1,345 1,387 Restricted stock units 1,276 666 Shares issuable pursuant to the ESPP 114 66 Warrants 76 76 Restricted stock awards 34 67 33,601 30,167 Shares of Class B Common Stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been provided. The outstanding shares of Class B Common Stock were determined to be anti-dilutive for the year ended December 31, 2023 . Therefore, they are not included in the computation of net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc. 15. Subsequent Events Amended Service Agreements In March 2024, the Company entered into an amendment to the RMS-ICL Service Agreement to increase the Occupancy Services from 23,000 square feet to 24,000 square feet. In March 2024, the Company also entered into an amendment to the Rani LLC-ICL Service Agreement to extend the term of the Occupancy Services in Milpitas, California from February 2024 to August 2024 and to increase the payment for such Occupancy Services during the extension period. 138 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.