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Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-31 · 433 added, 206 removed, 671 unchanged (49% of the section changed)

1 unchanged sentence

Index to Consolidated Financial Statements

Report of CBIZ CPAs P.C., Independent Registered Public Accounting Firm (PCAOB ID:

Report of Marcum LLP, Independent Registered Public Accounting Firm (PCAOB ID:

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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Notes to the Consolidated Financial Statements

Report of Marcum LLP, Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Rani Therapeutics Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Rani Therapeutics Holdings, Inc.

“Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss,

changes in stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2025, and the results of its operations

and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

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 audit.

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 audit 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 audit 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 audit 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.

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 audit provides a reasonable basis

for our opinion.

/s/ CBIZ CPAS P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2024 (such date takes into account the acquisition of the attest

business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

San Francisco, California

March 26, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

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/s/ Marcum LLP

We have served as the Company’s auditor since 2024.

San Francisco, California

March 31, 2025

Report of Ernst & Young LLP, 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 sheet of Rani Therapeutics Holdings, Inc.

(the Company) as of December 31, 2023, the related consolidated statement of operations, comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended, 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 the results of its operations and its cash flows for the year then ended, 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 audit.

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 audit 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2019 to 2024.

We have served as the Company’s auditor from 2024 through 2025 .

San Francisco, California

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Cash and cash equivalents

Accounts receivable

Contract asset

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Accrued expenses and other current liabilities

Current portion of deferred revenue

Current portion of long-term debt

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Total current liabilities

Long-term deferred revenue

Long-term debt, less current portion

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Additional paid-in capital

Accumulated other comprehensive gain (loss)

Accumulated other comprehensive gain

Accumulated deficit

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Interest expense and other, net

Loss on extinguishment of debt

Net loss attributable to non-controlling interest

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Other comprehensive loss

Net unrealized gain on marketable securities

Net unrealized (loss) gain on marketable securities

Comprehensive loss

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Balance at December 31, 2023

Issuance of common stock in connection with the October Securities Purchase Agreement, net of issuance costs of $ 621

Exercise of pre-funded warrants issued in connection with the October Securities Purchase Agreement

Issuance of common stock in connection with the July Securities Purchase Agreement, net of issuance costs of $ 1,117

Exercise of pre-funded warrants issued in connection with the July Securities Purchase Agreement

Issuance of common stock under employee equity plans, net of shares withheld for tax settlement

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Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC

Forfeiture of restricted stock awards

Stock-based compensation

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Balance at December 31, 2024

Issuance of common stock in connection with the October Securities Purchase Agreement, net of issuance costs of $ 621

Exercise of pre-funded warrants issued in connection with the October Securities Purchase Agreement

Issuance of common stock in connection with the July Securities Purchase Agreement, net of issuance costs of $ 1,117

Exercise of pre-funded warrants issued in connection with the July Securities Purchase Agreement

Exercise of warrants issued in connection with the July 2024 and October 2024 Securities Purchase Agreement, net of issuance costs of $ 408

Issuance of common stock and pre-funded warrants in connection with the July 2025 Securities Purchase Agreement, net of issuance costs of $ 189

Issuance of common stock, warrants, and pre-funded warrants in connection with the Private Placement, net of issuance costs of $ 4,467

Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC

Warrant issued for services provided

Warrant modification expense

Exercise of pre-funded warrants in connection with the Letter Agreement (the Abeyance Shares)

Exercise of Series D warrants in connection with the Letter Agreement

Issuance of common stock under employee equity plans, net of shares withheld for tax settlement

Issuance of common stock from exercise of stock options

Issuance of common stock under employee stock purchase plan

Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC

Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC

Stock-based compensation

Other comprehensive gain

Other comprehensive loss

Balance at December 31, 2025

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Depreciation and amortization

Non-cash operating lease expense

Amortization of debt discount and issuance costs

Net accretion and amortization of investments in marketable securities

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Impairment loss

Non-cash operating lease expense

Amortization of debt discount and issuance costs

Loss on extinguishment of debt

Warrant issued for services provided

Modification expense related to warrants

Changes in operating assets and liabilities:

Accounts receivable

Contract asset

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Accrued expenses and other current liabilities

Deferred revenue

Operating lease liabilities

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Purchases of property and equipment

Net cash provided by investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities

Proceeds from Exercise of warrants issued in connection with the July 2024 and October 2024 Securities Purchase Agreement, net of issuance costs of $ 408

Proceeds from issuance of common stock and pre-funded warrants in connection with the October 2024 Securities Purchase Agreement, net of issuance costs of $ 621

Proceeds from issuance of common stock and pre-funded warrants in connection with the July 2025 Securities Purchase Agreement, net of issuance costs of $ 189

Proceeds from issuance of common stock and pre-funded warrants in connection with the July 2024 Securities Purchase Agreement, net of issuance costs of $ 1,117

Issuance of common stock under employee stock purchase plan

Proceeds from employee stock purchase plan

Exercise of stock options

Proceeds from issuance of common stock in connection with the Private Placement, net of issuance costs of $ 4,467

Proceeds from exercise of Series D Warrants

Proceeds from exercise of stock options

Tax withholdings paid on behalf of employees for net share settlement

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Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash equivalents

Net increase (decrease) in cash, cash equivalents and restricted cash equivalents

Cash, cash equivalents and restricted cash equivalents, beginning of period

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Cash paid for interest

Cash paid for income taxes

Cash paid for corporate taxes, net

Supplemental disclosures of non-cash investing and financing activities

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Interest income receivable included in prepaid expenses and other current assets

Property and equipment purchases included in accounts payable and accrued expenses and other current liabilities

Unrealized loss on short-term investments

Conversion of debt principal into common stock (Note 13)

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to THE Consolidated Financial Statements

Organization and Nature of Business

Nature of Business, Organization and Liquidity

Description of Business

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As part of the Organizational Transactions, the Company entered into a Registration Rights Agreement with certain individuals and entities that continued to hold economic nonvoting Class A units of Rani LLC (“Class A Units”), collectively referred to herein as the “Continuing LLC Owners”.

The Continuing LLC Owners are entitled to exchange, subject to the terms of the Fifth Amended and Restated Limited Liability Company Agreement of Rani LLC (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.

The Continuing LLC Owners are entitled to exchange, subject to the terms of the Sixth Amended and Restated Limited Liability Company Agreement of Rani LLC (the “Amended 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.

As of December 31, 2025, 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 1,164,515 shares of the Company’s Class A common stock.

Liquidity and Going Concern

The Company has incurred recurring losses since its inception, including net losses of $ 41.0 million for the year ended December 31, 2025.

As of December 31, 2025, the Company had an accumulated deficit of $ 132.6 million and for the year ended December 31, 2025 had negative cash flows from operations of $ 18.7 million.

As of December 31, 2024 , cash, cash equivalents and marketable securities totaled $ 27.6 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, 2024 are issued.

The Company’s existing capital resources, including the issuance and sale of Class A common stock and warrants pursuant to a securities purchase agreement with an institutional investor in October 2024 and July 2024, 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 October 2024, the Company entered into a securities purchase agreement (the “October Securities Purchase Agreement”) with an institutional investor (the “Equity Investor”) relating to the issuance and sale of:

(i) 3,000,000 shares of its Class A common stock, par value $ 0.0001 per share, (ii) pre-funded warrants to purchase 333,333 shares of Class A common stock, and (iii) Series C common warrants, which will accompany the Class A common stock and pre-funded warrants, to purchase an aggregate of 3,333,333 shares of Class A common stock (the “October Offering”).

Pursuant to the October Securities Purchase Agreement, Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock issued in the July Offering were cancelled.

The aggregate net proceeds from the October Offering totaled $ 9.4 million, after deducting placement agent fees and other offering expenses, and excluding potential proceeds, if any, from the exercise of the Series C common warrants issued in the October Offering.

In October 2024, the pre-funded warrants were fully exercised for de minimis proceeds (Note 9 & 10).

In July 2024, the Company entered into a securities purchase agreement (the “July Securities Purchase Agreement”) with an institutional investor relating to the issuance and sale of:

(i) 2,800,000 shares of Class A common stock, (ii) pre-funded warrants to purchase 446,753 shares of Class A common stock, (iii) Series A common warrants, which accompany the Class A common stock and pre-funded warrants, to purchase an aggregate of 3,246,753 shares of Class A common stock and (iv) Series B common warrants, which accompany the Class A common stock and pre-funded warrants, to purchase an aggregate of 3,246,753 shares of Class A common stock (the “July Offering”).

The aggregate net proceeds from the July Offering totaled $ 8.9 million, after deducting placement agent fees and other offering expenses, and excluding potential proceeds, if any, from the exercise of the Series A common warrants and Series B common warrants issued in the July Offering.

In August 2024, the pre-funded warrants were fully exercised for de minimis proceeds (Note 9 & 10).

The Company expects that its cash, cash equivalents, and marketable securities of $ 49.7 million as of December 31, 2025, will be sufficient to fund its operations through at least twelve months from the date of these consolidated financial statements are issued.

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” pursuant to its Controlled Equity Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co.

Wainwright & Co., LLC, 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.

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, collaboration or licensing agreements, or the incurrence of debt.

However, there is no guarantee that any new strategic or financing opportunities will be executed or realized on favorable terms, if at all.

The Company will not generate any revenue from product sales unless, and until, it successfully completes clinical development and obtains regulatory approval of its product candidates.

While the Company may generate collaboration or license revenue prior to product approval, the timing and amount of such revenue are inherently uncertain.

If the Company obtains regulatory approval for the RaniPill capsule, it expects to incur significant expenses related to developing its internal commercialization capability to support manufacturing, product sales, marketing, and distribution.

The Company’s ability to raise additional capital through either the issuance of equity or debt, is dependent on a number of factors inclu ding, but not limited to, the market interest of the Company, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company.

Summary of Significant Accounting Policies

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Revenue Recognition

The Company may generate revenue from evaluation arrangements with certain pharmaceutical partners, under which the Company performs evaluation services of the partner’s drug molecules using the RaniPill platform technology (Note 6).

The Company may generate revenue from evaluation arrangements ( Note 6 ), under which the Company performs evaluation services of the partner's drug molecules using the Rani Pill platform technology.

The Company may also generate revenue from customer-vendor components within certain collaboration and license arrangements ( Note 6 ) with certain pharmaceutical partners, which may include the grant of licenses to the Company's intellectual property and initial information transfer.

Considerations for such arrangements may include non-refundable upfront license fees;

payments based on the achievement of development, regulatory, or commercialization milestones;

and future royalties on net sales of licensed products.

The Company disaggregates revenue by major revenue stream, including collaboration and license arrangements and evaluation arrangements, which management believes best depicts the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To determine revenue recognition for its arrangements with customers, the Company performs the following five steps:

The Company determines revenue recognition for arrangements within the scope of Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customer ("ASC 606") by performing the following five steps:

(i) identify the contract(s) with a customer;

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As a practical expedient, we do not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Variable consideration has not been material to our consolidated financial statements.

In certain arrangements, the nature of the Company’s promise may include a stand‑ready obligation, under which the Company provides ongoing availability of specialized personnel, technical expertise, or regulatory support over a defined period.

In such cases, the customer receives and consumes benefits as the Company stands ready to perform throughout the period, and revenue is recognized over time on a straight-line basis, which faithfully depicts the transfer of those benefits.

For arrangements that include multiple performance obligations, the Company allocates the transaction price to the identified performance obligations based on the standalone selling price (“SSP”) of each distinct performance obligation.

In instances where SSP is not directly observable, the Company develops assumptions that require judgment to determine the SSP for each performance obligation identified in the contract.

The Company has no arrangements with multiple performance obligations for the years ended December 31, 2025 and 2024.

Certain contracts within the scope of ASC 606 may include variable consideration, such as milestone or other contingent payments.

The Company must make judgments to determine the estimates for certain variable considerations.

Variable consideration is estimated using the most likely amount method for event-based milestones and other contingent payments.

Variable consideration is included in the transaction price only to the extent it is probable that a significant revenue reversal will not occur when the uncertainty is resolved.

The Company continues to re-evaluate the transaction price in each reporting period as contingencies are resolved and other changes in circumstances occur.

Evaluation Arrangements

The Company recognizes contract revenue from its evaluation arrangements using a cost-based input method, which most faithfully depicts the transfer of the performance obligation to the customer.

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The cumulative effect of revisions to estimated costs to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts are reasonably estimable.

As part of the collaboration and license agreement, the Company may grant licenses to its intellectual property ("IP").

Considerations for such arrangements may include non-refundable upfront license fees.

When the Company grants a license to its intellectual property, it determines whether the nature of the intellectual property is functional or symbolic.

Functional intellectual property has significant standalone functionality and provides the customer with a right to use the intellectual property as it exists at the point in time the license is granted.

Revenue from functional IP is recognized at the point in time when control of the distinct license is transferred to the customer.

Symbolic intellectual property does not have significant standalone functionality.

A license to symbolic IP provides the customer with a right to access the Company's intellectual property over time.

If a license to the Company’s intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes the transaction price allocated to the license as licensing revenue, at the point in time, upon transfer of control of the license.

In assessing whether a promise or performance obligation is distinct from the other promises, the Company considers whether a customer can benefit from the license on its own, or with other readily available resources, or if it needs to be combined with other promises in order to generate economic benefits.

In certain collaboration arrangements, a license to functional intellectual property may not be distinct from other promised goods or services, such as initial technology or information transfer, development‑related support, or regulatory‑related obligations.

When these activities significantly enhance the utility of the license, or are highly interdependent with it, the Company combines the license with those activities into a single performance obligation.

If a license is determined to not be distinct and is combined with other promises into a single performance obligation, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether it is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

Milestones and Other Contingent Payments

At contract inception, the Company evaluates whether each milestone or other contingent payments are considered probable of being achieved and estimates the amount to include in the initial transaction price using the most likely amount method.

Variable consideration is included in the initial transaction price only to the extent that it is probable that a significant revenue reversal will not occur when the uncertainty is resolved.

The Company evaluates factors such as the scientific, clinical, regulatory, manufacturing, commercial, and other risks that must be overcome to achieve the particular contingency in making this assessment.

There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur.

Milestones that are outside the Company's control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore, the variable consideration is constrained.

At each reporting period, the Company updates its assessment of the probability of achieving each milestone and other contingencies subject to constraint and adjusts its estimate of the transaction price as necessary.

Adjustments are recorded on a cumulative catch-up basis.

For arrangements that include sales-based milestone payments and royalties on net sales of licensed products, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied.

Customer options, such as options granted to allow a customer to acquire later stage evaluation services, are evaluated at contract inception in order to determine whether those options provide a material right (i.e., an optional good or service offered for free or at a discount) to the customer.

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Customer options that are not material rights do not give rise to a separate performance obligation, and as such, the additional consideration that would result from a customer exercising an option in the future is not included in the transaction price for the current contract.

Instead, the option is deemed a marketing offer, and additional option fee payments are recognized or being recognized as revenue when the licensee exercises the option.

Instead, the option is deemed a marketing offer, and additional option fee payments are recognized as revenue when the licensee exercises the option.

The exercise of an option that does not represent a material right is treated as a separate contract for accounting purposes.

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Collaborative Arrangements

The Company assesses whether its collaboration agreements are subject to ASC Topic 808:

Collaborative Arrangements based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards.

To the extent that the arrangement falls within the scope of Topic 808 and the Company concludes that its collaboration partner is not a customer, the Company presents amounts due from its collaboration partner as a reduction of research and development expense based on the nature of such payments.

The Company enters into collaboration agreements ( Note 6 ) that may involve joint research, development, manufacturing, or commercialization activities with third parties.

The Company evaluates whether each arrangement is subject to ASC Topic 808:

Collaborative Arrangements ("ASC 808") based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards that depend on the ultimate commercial success of the arrangement.

To the extent that the arrangement falls within the scope of ASC 808 and the Company concludes that its collaboration partner is not a customer, the Company presents amounts due from its collaboration partner as a reduction of research and development expense based on the nature of such payments.

To the extent an arrangement includes both customer‑vendor components and collaborative research or development activities, the Company applies ASC 606 to the customer‑vendor components and records reimbursements related to collaborative activities as a reduction of research and development expense under ASC 808.

Research and Development Costs

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Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses and other current assets on the consolidated balance sheets until the services are rendered.

General and Administrative

General and administrative expenses consist primarily of salaries and employee-related costs, including benefits and stock-based compensation, for personnel in the Company’s executive and administrative functions.

Additional general and administrative costs include professional fees for legal, accounting, auditing, tax, and consulting services, as well as facility and office expenses.

General and administrative costs are expensed as incurred.

Stock-Based Compensation

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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.

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 derived from historical stock volatilities of the Company’s own stock price and public peer companies, 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.

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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 12 ).

Pursuant to the terms of the Private Placement, the Company entered into a Tax Receivable Agreement Termination and Release Agreement (the “TRA Termination Agreement”) in December 2025 to terminate the TRA, entered into in connection with the IPO and Organizational Transactions, and disclaim any rights or interests thereunder.

As a result of the termination, the Company has no further obligations under the TRA, and no tax benefit payments or early termination payments were required in connection with such termination.

The TRA Termination Agreement provides for the mutual release of the parties from all obligations under the TRA, effective as of December 31, 2025.

Non-Controlling Interest

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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, 2024 , there were 5,318,539 exchanges of Paired Interests and 315,892 exchanges of non-corresponding Class A Units of Rani LLC for an equal number of shares of the Company's Class A common stock.

From the date of the Organizational Transactions to December 31, 2025, there were 5,378,539 exchanges of Paired Interests and 362,821 ex changes of non-corresponding Class A Units of Rani LLC for an equal number of shares of the Company's Class A common stock.

Comprehensive Loss

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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, 2024 and 2023 (in thousands):

The following table provides a reconciliation of cash, 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, 2025 and 2024 (in thousands):

Year Ended December 31,

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Total cash, cash equivalents and restricted cash equivalents

Accounts Receivable

Accounts receivable primarily consist of amounts due from customers under revenue arrangements.

Receivables are recorded when revenue is recognized and are recorded net of any allowance for current expected credit losses measured based on historical experience, current conditions, and reasonable and supportable forecasts.

The Company evaluates its accounts receivable for expected credit losses in accordance with ASC 326 “Financial Instruments - Credit Losses” (“ASC 326”).

Receivables are primarily due from collaboration partners and government agencies with strong credit profiles.

The Company has no history of credit losses with these counterparties and collection has historically occurred within contractual terms.

Based on this evaluation, the Company determined that expected credit losses are not material, and therefore no allowance was recorded as of December 31, 2025.

As of December 31, 2025 and 2024, there were $ 2.0 million and $ 0 , respectively, of accounts receivable recorded in the Company's consolidated balance sheets.

As of January 1, 2024, there were no accounts receivable recorded.

Contract Balances

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A right is unconditional if nothing other than the passage of time is required before payment of that consideration is due.

As of December 31, 2024 , contract asset balances totaled $ 0.4 million.

During the years ended December 31, 2024 and 2025 , net change on contract asset balance due to timing of billing, payment and recognition was $ 0 and $ 0.4 million, respectively.

As of January 1, 2024, the contract asset recorded was $ 0 .

Contract liabilities are recorded as deferred revenue when cash payments are received or due in advance of performance or where the Company has unsatisfied performance obligations.

As of December 31, 2024 , no deferred revenue was recognized for unsatisfied evaluation services.

As of December 31, 2025 and December 31, 2024 , there were $ 8.5 million and $ 0 , respectively, of deferred revenue r ecognized for unsatisfied evaluation services.

Marketable Securities

The Company invests its excess cash in marketable securities with high credit ratings including securities issued by U.S.

The Company invests its excess cash in marketable securities with high credit ratings including money market funds, 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.

government treasuries and agencies and money market funds as Level 1 and corporate debt securities and commercial paper 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.

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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, 2024 and 2023, 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).

As of December 31, 2025 and 2024, the carrying values of current assets, current liabilities, short-term debt, and some of the marketable securities balances classified as level 2 approximate fair value due to their short-term nature, respectively.

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.

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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.

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.

Property and Equipment, Net

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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.

The Company’s property and equipment as of December 31, 2025 consists of laboratory equipment, office equipment, software, and leasehold improvements.

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.

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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.

As of December 31, 2024 , the Company assessed the recoverability of the long-lived assets relating to construction-in-progress property and equipment.

The Company considered many factors in evaluating whether the value of its construction-in-progress property and equipment may not be recoverable, including, but not limited to, alternative use, cost-savings and strategic considerations.

As a result, the Company determined the carrying amount of the construction-in-progress property and equipment exceeded its fair value, and was written down to its salvage value.

Therefore, an impairment loss of $ 3.7 million was recognized as of December 31, 2024 , related to construction-in-progress property and equipment.

As of December 31, 2025, the Company assessed the recoverability of the long-lived assets and determined there were no indicators of impairment .

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, 2025.

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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.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC“) 480, “Distinguishing Liabilities from Equity”, and ASC 815, “Derivatives and Hedging”.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and in accordance with the Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” ("ASC 480"), and ASC 815 “Derivatives and Hedging” ("ASC 815").

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value of the date of issuance, and each balance sheet date thereafter.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are recorded at their initial fair value of the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of liability classified warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis.

The adoption of 2023-07 did not change the way that the Company identifies its reportable segment.

However, it has resulted in incremental disclosures within the notes of the Company’s consolidated financial statements (Note 16).

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis.

ASU 2023-09 is effective for annual periods beginning after December 15, 2025 for entities that qualify as emerging growth companies and may be adopted on a prospective or retrospective basis.

Early adoption is permitted.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

The Company early adopted this accounting standard in the fourth quarter of 2025 and applied the guidance on a prospective basis.

Adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The amendments clarify the scope of interim reporting guidance in U.S.

GAAP, consolidate interim disclosure requirements from other Codification topics, and introduce a disclosure principle requiring entities to describe events occurring after the end of the most recent annual period that have a material effect on the entity.

The ASU is effective for annual periods beginning after December 15, 2027 and for interim periods within fiscal years beginning after December 15, 2028.

Early adoption is permitted.

The Company is currently evaluating the effect of this update;

however, because the amendments primarily clarify existing interim reporting requirements and do not significantly expand disclosure obligations, the Company does not expect the ASU to have a material impact on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025‑05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends the guidance for estimating expected credit losses for financial assets within the scope of ASC 326.

The amendments allow all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.

Entities are required to disclose their practical expedient and accounting policy elections.

The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

The Company is currently evaluating the guidance and does not expect the adoption to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to provide disaggregated information about certain income statement costs and expenses.

ASU 2024-03 is effective for the Company’s annual periods beginning January 1, 2027, with early adoption permitted.

The guidance is effective for the Company’s annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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):

The following tables summarize 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, 2025

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Money market funds

Treasuries and agencies

Commercial paper

Corporate debt securities

Total cash equivalents

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Treasuries and agencies

Corporate debt securities

Commercial paper

Total marketable securities

Total cash equivalents, restricted cash equivalents and marketable securities

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Treasuries and agencies

Corporate debt securities

Commercial paper

Total marketable securities

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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, 2025.

As of December 31, 2024 and 2023 , interest income receivable recorded as a component of prepaid expenses and other current assets on the consolidated balance sheet was de minimis and $ 0.2 million, respectively.

As of December 31, 2025 and 2024 , interest income receivable recorded as a component of prepaid expenses and other current assets on the consolidated balance sheet was de minimis for both years.

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):

The following tables detail information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of inputs used in such measurements (in thousands):

As of December 31, 2025

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Money market funds

Treasuries and agencies

Commercial paper

Corporate debt securities

Restricted cash equivalents:

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Treasuries and agencies

Corporate debt securities

Commercial paper

As of December 31, 2024

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Treasuries and agencies

Corporate debt securities

Commercial paper

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.

Level 1 financial instruments are comprised of investments in money market funds and U.S.

treasuries and agencies.

Level 2 financial instruments are comprised of corporate debt securities and commercial paper.

There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy for any of the periods presented.

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Total property and equipment, net

As of December 31, 2024 , the Company recognized an impairment loss of $ 3.7 million related to construction-in-progress property and equipment (Note 2).

The Company recognized an impairment loss of $ 3.7 million as of December 31, 2024 .

Depreciation and amortization expense totaled $ 0.9 million and $ 1.0 million for the years ended December 31, 2025 and 2024, respectively.

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Accrued expenses and other current liabilities consist of the following (in thousands):

Accrued interest

Payroll and related costs

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Accrued preclinical and clinical trial costs

Accrued interest

Total accrued expenses and other current liabilities

Evaluation and Collaborative Arrangements

Evaluation, Collaboration and License, and Collaborative Arrangements

Chugai Collaboration and License Agreement

In October 2025, the Company entered into a Collaboration and License Agreement (the “Chugai Collaboration and License Agreement”) with Chugai Pharmaceutical Co., Ltd.

Under the Chugai Collaboration and License Agreement, the Company and Chugai will collaborate to develop, manufacture, seek regulatory approvals for and, if approved, commercialize a product (the “Chugai Product”) (RT-117) combining Chugai’s antibody (the “Compound”), which is in development for hemophilia, and the RaniPill HC oral delivery device (the “Device”) for use in humans.

Under the Chugai Collaboration and License Agreement, the Company received a $ 10.0 million upfront payment and is eligible to receive up to $ 18.0 million in technology transfer milestones (of which $ 10.0 million is subject to the customer's option), up to $ 57.0 million in regulatory and development milestones, up to $ 100.0 million in a series of sales-based milestones, contingent upon approval and the commercial success of the Chugai Product, and single digit royalties on net sales upon approval and successful commercialization of the Chugai Product.

Under the Chugai Collaboration and License Agreement, the Company granted Chugai an exclusive, worldwide right and license to certain intellectual property owned by the Company to research, develop, register, manufacture, use, sell, offer to sell, import, export, commercialize, and market the Chugai Product.

Chugai granted the Company a non-exclusive, worldwide right and license to certain intellectual property owned by Chugai to manufacture and supply the Device and Chugai Product to Chugai and to perform activities under the Chugai Collaboration and License Agreement.

Both parties have the right to sublicense subject to certain conditions.

In addition, Chugai has a one-time limited option to replace the Compound with a different compound subject to certain terms and conditions, a time-limited right of first refusal with respect to a select group of additional targets, and a time-limited option to extend its rights to up to five of the additional drug targets, each exercisable upon payment of a $ 5.0 million additional target fee, under similar deal terms as the Chugai Collaboration and License Agreement.

The parties have the right to terminate the Chugai Collaboration and License Agreement at any time through mutual written consent.

Chugai has the unilateral right to terminate the Chugai Collaboration and License Agreement at will, without cause, by providing the Company with 60 days’ prior written notice.

Upon termination, Chugai must wind down development, regulatory, and commercial activities and continue paying royalties on any remaining net sales made during the wind-down period.

Further, both the Company and Chugai retain their ownership of intellectual property, program inventions, and the license automatically becomes exclusive, irrevocable, perpetual, and fully paid‑up in favor of Chugai, unless Chugai terminated the Agreement without cause.

The Company determined that the Chugai Collaboration and License Agreement falls within the scope of ASC 808, with certain elements accounted for under ASC 606.

Specifically, the exclusive license granted to Chugai, technology transfer of a sterile manufacturing process, sales-based milestones, and royalties are accounted for under ASC 606, while the development related activities are accounted for as collaborative arrangements under ASC 808.

Under ASC 606, the Company concluded there is one combined performance obligation, primarily consisting of the exclusive license, the information transfer of the Company's intellectual property, and the sterile manufacturing process research and know-how transfer.

The combined performance obligation conveys a right to use the Company's functional intellectual property, which has significant standalone value as Chugai has exclusive rights to use the Compound within the RaniPill.

The performance obligation is a stand ready obligation that is satisfied over time by providing Chugai with ongoing access to the Company's leadership throughout the period of delivery of regulatory feedback on the sterile manufacturing process, in order to answer regulatory questions when and if they are asked.

The Company uses the time based (straight line) measure of progress to recognize revenue for the arrangement over time as the performance obligation is satisfied, which is the period from license issuance through the period over which sterile manufacturing process research activities and the corresponding know-how transfer occur.

Accordingly, the Company expects to recognize the initial $ 10.0 million transaction price between the execution of the arrangement through the expected completion date of the sterile manufacturing process transfer.

As of December 31, 2025, the transaction price primarily consisted of the $ 10.0 million upfront payment.

Additional variable considerations including development milestones have been excluded from the initial transaction price because achievement is not considered probable and is fully constrained due to uncertainties outside the Company's control.

Based on its assessment as of December 31, 2025, the Company concluded that no milestone‑related variable consideration were probable of achievement and therefore none were included in the transaction price.

The Company will reassess milestone-related variable consideration each reporting period and will update the transaction price once it becomes probable and the associated constraint is lifted.

Any milestone consideration included in the transaction price will be recognized when the milestone is achieved or consistent with the pattern of recognition of the associated performance obligation, including through cumulative catch-up adjustments, as applicable.

For the year ended December 31, 2025 , the Company recognized $ 1.5 million as revenue and $ 8.5 million as deferred revenue on the consolidated statement of operations and consolidated balance sheet, respectively.

Of the $ 10.0 million upfront payment, $ 8.0 million was received in cash and $ 2.0 million remains in accounts receivable relates to tax withheld by the Japanese tax authorities, which is expected to be refunded to the Company upon submission and acceptance of the required residency certificate.

The Company expects to collect the full amount and does not view the withholding as impacting the collectability assessment under ASC 606.

Evaluation Arrangement

In August 2024, the Company entered into a contract to conduct evaluation services of certain customer compounds for oral delivery using the RaniPill HC, which was concluded to be a single performance obligation with an enforceable right to payment.

This customer paid the Company an up-front payment of $ 0.6 million upon execution of the contract.

Upon completion of the evaluation services, the Company is entitled to a final $ 0.6 million payment for an aggregate total of $ 1.2 million due under the contract.

In August 2024, the Company entered into a contract with Chugai to conduct evaluation services of certain Chugai compounds for oral delivery using the RaniPill HC (the "Chugai Research Agreement"), which was concluded to be a single performance obligation with an enforceable right to payment.

The Company received an up-front payment of $ 0.6 million upon execution of the contract.

Upon completion of the evaluation services, in April 2025, the Company was paid a final $ 0.6 million for an aggregate total of $ 1.2 million due under the contract .

In addition, if agreed upon, the agreement allows for joint filing of certain intellectual property protection in which all associated expenses will be shared equally.

The customer has the ability to terminate the agreement at any time by providing 10 days’ written notice after the effective date of the contract.

Chugai has the ability to terminate the agreement at any time by providing 10 days’ written notice after the effective date of the contract.

The contract can be terminated for cause by either party based on uncured material breach by the other party.

Upon early termination, all ongoing activities under the agreement and all mutual collaboration, development and commercialization licenses and sublicenses will terminate.

For the year ended December 31, 2024 , $ 1.0 million in contract revenue was recognized for evaluation services performed.

For the years ended December 31, 2025 and 2024, $ 0.1 million and $ 1.0 million, respectively, in contract revenue were recognized for evaluation services performed.

As of December 31, 2025, no contract asset or contract liability was outstanding under the Chugai Research Agreement, as all consideration received had been recognized as revenue in proportion to the services performed.

As of December 31, 2024, the contract asset balance was $ 0.4 million and the contract liability balance was zero .

ProGen Co., Ltd.

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(“ProGen”) entered into a Collaboration Agreement (the “Collaboration Agreement”).

Under the Collaboration Agreement, the Company and ProGen will collaborate to manufacture, develop, seek regulatory approvals for and, if approved, commercialize a product (the “Product”) combining ProGen’s GLP-1/GLP-2 dual agonist compound, PG-102, and the RaniPill HC oral delivery device (the “Device”) in the field of weight management (including without limitation obesity, weight reduction and weight maintenance) in humans (the “Collaboration”).

Under the Collaboration Agreement, the Company and ProGen will collaborate to manufacture, develop, seek regulatory approvals for and, if approved, commercialize a product (the “Product” or "RT-114") combining ProGen’s GLP-1/GLP-2 dual agonist compound, PG-102, and the RaniPill HC oral delivery device in the field of weight management (including without limitation obesity, weight reduction and weight maintenance) in humans (the “Collaboration”).

Under the Collaboration Agreement, development costs, as well as operating profits and losses from the commercialization of the Product, will be equally shared by the Company and ProGen.

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The continuing party shall pay to the Opt-Out party low single to mid-single digit royalties on net sales of the Product made after the Opt-Out date depending on when the Opt-Out occurs.

The Company determined that the Collaboration Agreement is not a contract with a customer and is therefore accounted for under ASC Topic 808.

The Company determined that the Collaboration Agreement is not a contract with a customer and is therefore accounted for under ASC 808.

The Company evaluates the presentation of amounts due from ProGen based on the nature of each separate activity.

Reimbursements from ProGen are recognized as contra-research and development expense on the Consolidated Statement of Operations once earned and collectability is assured.

As of December 31, 2024 , reimbursement received from ProGen recorded as contra-research and development expense was de minims.

For each of the years ended December 31, 2025 and 2024, reimbursement received from ProGen recorded as contra-research and development expense were $ 0.1 million an d de minimis , respectively.

Related Party Transactions

The founder and Chairman of the Company is the father of the Company’s Chief Executive Officer and the brother of the Company’s Chief Scientific Officer.

Thus, the Company's Chief Scientific Officer is also the uncle of the Company’s Chief Executive Officer.

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.

Participation in Private Placement

In October 2025, the founder and Chairman of the Board of Directors of the Company, Mir Imran, participated in the Private Placement as an affiliated investor and purchased 2,083,334 Shares and 2,083,334 Common Warrants at a purchase price of $ 0.605 per share, which reflected the consolidated closing bid price of the Company's Class A Common Stock on October 16, 2025, as reported on the Nasdaq Stock Market, plus $ 0.125 per Common Warrant, for the aggregate purchase price of $ 1.3 million.

Refer to Note 9 for additional details on the Private Placement.

Service Agreements

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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 had 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.

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Costs are billed or charged on a monthly basis by ICL or Rani LLC, respectively.

In December 2023, Rani LLC provided to ICL notice of termination of the Occupancy Services in San Antonio, which took effect in June 2024.

In March 2024, the Company extended the Occupancy Services for the facility in Milpitas, California for an additional six-month term through August 2024 and increased the payment for such Occupancy Services during the extension period.

The Occupancy Services for the facility in San Antonio, Texas terminated in June 2024.

The Occupancy Services for the facility in Milpitas, California expired in August 2024.

In June 2021, Rani Management Services, Inc.

(“RMS”) entered into a service agreement with ICL 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 agreement.

In April 2022, RMS assigned the agreement to Rani LLC.

In December 2022, RMS was dissolved.

In March 2024, the Company entered into an amendment to increase the Occupancy Services from 23,000 square feet to 24,000 square feet (such agreement, as assigned and amended, the “RMS-ICL Service Agreement”).

The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated.

In April 2022, Rani LLC entered into a service agreement for a facility in San Jose, California.

In March 2024, the Company entered into an amendment to increase the Occupancy Services from 23,000 square feet to 24,000 square feet (such agreement, as amended, the “RMS-ICL Service Agreement”).

The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated ( Note 8 ).

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.

ICL administrative fees and research and development expenses 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):

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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.

In November 2025, as part of a strategic focusing of the Company's resources, the Company notified ICL that it is terminating the Amended and Restated Exclusive License Agreement in its entirety.

The termination became effective on January 18, 2026, and the Company no longer has any obligations to ICL under the Amended and Restated Exclusive License Agreement.

Non-Exclusive License Agreement between Rani and ICL (“Non-Exclusive License Agreement”)

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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.

For each of the years ended December 31, 2024 and 2023 , these parties to the TRA exchanged zero Paired Interests, respectively, that resulted in tax benefits subject to the TRA (Note 14).

For each of the years ended December 31, 2025 and 2024 , these parties to the TRA exchanged zero Paired Interests that resulted in tax benefits subject to the TRA ( Note 12 ).

Pursuant to the terms of the Private Placement, the Company entered into the TRA Termination Agreement in December 2025 to terminate the TRA and disclaim any rights or interests thereunder.

As a result of the termination, the Company has no further obligations under the TRA, and no tax benefit payments or early termination payments were required in connection with such termination.

The TRA Termination Agreement provides for the mutual release of the parties from all obligations under the TRA, effective as of December 31, 2025.

Rani LLC Agreement

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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;

As part of the Private Placement, the Rani LLC Agreement was amended in connection with the Restated Charter and was adopted as the Sixth Amended and Restated Limited Liability Company Agreement (the “Amended Rani LLC Agreement”) effective as of December 31, 2025.

The governance of Rani LLC, and the rights and obligations of the holders of LLC Interests, are set forth in the Amended Rani LLC Agreement.

As Continuing LLC Owners, ICL and its affiliates are entitled to exchange, subject to the terms of the Amended 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.

For each the years ended December 31, 2024 and 2023 , certain related parties that are party to the Rani LLC Agreement exchanged zero Paired Interests, respectively, for an equal number of shares of the Company's Class A common stock.

For the years ended December 31, 2025 and 2024 , certain related parties that are parties to the Amended Rani LLC Agreement exchanged zero Paired Interests, for an equal number of shares of the Company's Class A common stock.

In November 2023, Rani LLC and BKM South Bay 240, LLC (“Landlord”) entered into the Standard Industrial/Commercial Multi-Tenant Lease - Net (the “Lease”).

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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 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.

In December 2022, RMS was dissolved.

In addition, 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 March 2024, the Company entered into an amendment to increase the Occupancy Services from 23,000 square feet to 24,000 square feet.

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.

In January 2024, the Company determined it to be reasonably certain that it would exercise its renewal option for a successive twelve-month period through 2025.

In October 2025, the Company determined it to be reasonably certain that it would exercise its renewal option for a successive twelve-month period through 2026.

The Company accounted for the renewal option as a lease modification that did not result in a separate contract and recognized the additional right-of-use asset and corresponding lease liabilities associated with the Rani LLC-ICL Service Agreement in its consolidated balance sheet.

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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 had a term until February 2024, following an extension granted in July 2022.

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 the modification date in July 2022.

The Company accounted for its Occupancy Services in San Antonio, Texas as a short-term lease.

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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, 2024 and 2023, respectively, related to leases was as follows (in thousands):

Variable lease payments are excluded from 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, 2025 and 2024, respectively, related to the Company's leases was as follows (in thousands):

Weighted-average remaining lease term (in years)

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Operating lease liability, net current portion

In October 2024, as part of the October Offering, the Company issued (i) pre-funded warrants to purchase 333,333 shares of Class A common stock, and (ii) Series C common warrants, which will accompany the Class A common stock and pre-funded warrants, to purchase an aggregate of 3,333,333 shares of Class A common stock.

The pre-funded warrants are exercisable immediately and have an unlimited term and an exercise price of $ 0.0001 per share.

The Series C common warrants are exercisable immediately following the closing date of the October Offering, will expire five years from the date of issuance and will have an exercise price of $ 3.00 per share.

The Series C warrants include certain rights upon “fundamental transactions,” as described in the Series C warrants, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Class A common stock in such fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the applicable Series C warrants on the date of the consummation of the fundamental transactions.

Private Placement

In October 2025, the Company entered into a Private Placement with (i) certain institutional and accredited investors (the “Institutional Investors”) and (ii) Mir Imran, chairman of the Company’s Board of Directors (the “Affiliated Investor” and, together with the Institutional Investors, each, a “Purchaser” and, together, the “Purchasers”), pursuant to which the Company issued and sold (i) 42,633,337 shares (the “Shares”) of its Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), (ii) warrants to purchase up to an aggregate of 125,000,004 shares of Class A Common Stock or pre-funded warrants (the “Common Warrants”) and (iii) pre-funded warrants to purchase up to an aggregate of 82,366,667 shares of Class A Common Stock (the “Pre-Funded Warrants”).

The Common Warrants and Pre-Funded Warrants are classified as equity on the Company’s consolidated balance sheet.

The warrants include certain rights upon “fundamental transactions,” as described in the warrant agreement, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Class A common stock in such fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the applicable warrants on the date of the consummation of the fundamental transactions.

The purchase price of the Shares to the Institutional Investors is $ 0.48 per share;

and the purchase price of the Shares to the Affiliated Investor is $ 0.605 per share.

The purchase price of the Pre-Funded Warrants to the Purchasers is $ 0.4799 per Pre-Funded Warrant.

The aggregate gross proceeds to the Company from the closing of the Private Placement are approximately $ 60.3 million (including conversion of $ 6.0 million of the Loan's principal balance, see Note 13 ), before deducting placement agent fees of approximately $ 4.5 million and other expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the Common Warrants.

The Common Warrants became exercisable following the effective date of stockholder approval in December 2025 and have a term of five years following the initial exercise date.

The Common Warrants purchased by the Purchasers have an exercise price of $ 0.48 per share.

The Pre-Funded Warrants are exercisable immediately following the closing, have an unlimited term and an exercise price of $ 0.0001 per share.

In January 2026, a Purchaser exercised 2,099,844 shares of Pre-Funded Warrants, resulting in 80,266,823 shares of Pre-Funded Warrants outstanding.

The Company received de minimis proceeds from the exercise.

Registration Rights Agreement

In October 2025, the Company entered into a registration rights agreement with the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agreed to file registration statements under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the "SEC"), covering the resale of the Shares to be issued in the Private Placement and the shares of Class A Common Stock underlying the Common Warrants and Pre-Funded Warrants.

In November 2025, the Company filed a Registration Statement on Form S-3 (the “Resale Registration Statement”) covering the resale of the Shares to be issued in the Private Placement and the shares of Class A Common Stock underlying the Common Warrants and Pre-Funded Warrants.

In December 2025, the Resale Registration Statement was declared effective by the SEC.

July 2025 Securities Purchase Agreement

In July 2025, the Company entered into a securities purchase agreement (the "July 2025 Securities Purchase Agreement"), with an institutional investor, relating to the issuance and sale of 4,354,000 shares of Class A common stock, par value $ 0.0001 per share, and pre-funded warrants to purchase 3,146,000 shares of Class A common stock.

The pre-funded warrants are exercisable immediately following the closing date of the offering, have an unlimited term, an exer cise price of $ 0.0001 per share.

The warrants are equity classified on the Company's consolidated balance sheet.

The offering price was $ 0.40 per share of Class A common stock, and $ 0.3999 per pre-funded warrant for total gross proceeds of $ 3.0 million.

The Company incurred issuance costs of approximately $ 0.2 million.

In July 2025, the institutional investor fully exercised all pre-funded warrants.

Service Warrants

In May 2025, in conjunction with a service agreement, the Company issued warrants to purchase 300,000 shares of the Company's Class A common stock, $ 0.0001 par value per share ("Service Warrants") to a third party vendor.

The value of the Service Warrants was expensed immediately as a general and administrative cost.

The Service Warrants are exercisable for a period of five years from the issuance date, at an exercise price per share equal to $ 0.70 .

The Service Warrants are classified as equity on the Company's consolidated balance sheet.

The Service Warrants include certain rights upon “fundamental transactions,” as described in the warrant agreement, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Class A common stock in such fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the applicable warrants on the date of the consummation of the fundamental transactions.

As of December 31, 2025, all of the Service Warrants were outstanding.

In February 2026, the service agreement was terminated, however the issued Service Warrants remain outstanding with terms unchanged.

Letter Agreement

In May 2025, the Company entered into a letter agreement (the “Letter Agreement”) with an existing institutional investor (the “Equity Investor”) pursuant to which the Equity Investor exercised for cash all outstanding Series B and Series C warrants (refer to October 2024 Securities Purchase Agreement and July 2024 Securities Purchase Agreement sections below) at a reduced exercise price of $ 0.65 per share, for net proceeds of $ 3.9 million in consideration for the Company’s issuance of a new Series D common stock warrant (the “Series D Warrants”) to purchase an aggregate of 13,160,172 shares of Class A common stock, $ 0.0001 par value per share (the “Class A Common Stock”).

Modification accounting was only performed on the warrants that were actually exercised pursuant to the Letter Agreement as it represented a short-term inducement.

The Company remeasured the warrants at the reduced exercise price and recognized a $ 1.3 million inducement charge in the consolidated statements of changes in stockholders' equity for the year ended December 31, 2025.

The Series D Warrants were exercisable immediately following stockholder approval, and will expire five years from the date of stockholder approval and have an exercise price of $ 0.65 per share.

The Series D Warrants include certain rights upon “fundamental transactions,” as described in the Series D Warrant agreement, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Class A common stock in such fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the applicable Series D Warrants on the date of the consummation of the fundamental transactions.

The Series D Warrant is classified as equity on the Company's consolidated balance sheet.

In October 2025, pursuant to the Letter Agreement, the equity investor exercised the Series D Warrants to purchase 6,967,150 shares of Class A Common Stock for cash proceeds of $ 4.5 million.

As a result of the exercise, 6,193,022 Series D Warrants remained outstanding as of December 31, 2025.

Pursuant to the terms of the Letter Agreement, in the event that the exercise of the Series B and Series C warrants would have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the existing warrant, the Company issued the number of shares that would not cause a holder to exceed such beneficial ownership limitation and agreed to hold such balance of shares of common stock in abeyance.

Accordingly, an aggregate of 1,161,000 shares of common stock from the exercise of the Series B and Series C warrants were held in abe yance (the “Abeyance Shares”) with such Abey ance Shares evidenced through the holder’s

existing warrants and which are deemed to be prepaid.

The Abeyance Shares were to be held until notice is received by the holder that the balance of the shares of common stock may be issued in compliance with such beneficial ownership limitations and may be exercised pursuant to a notice of exercise from the holder.

The Abeyance Shares were subsequently released and considered shares of common stock in July 2025.

October 2024 Securities Purchase Agreement

In October 2024, the Company entered into a securities purchase agreement (the “October 2024 Securities Purchase Agreement”) with the Equity Investor relating to the issuance and sale of:

(i) 3,000,000 shares of its Class A common stock, par value $ 0.0001 per share, (ii) pre-funded warrants to purchase 333,333 shares of Class A common stock, and (iii) Series C common warrants, which accompany the Class A common stock and pre-funded warrants, to purchase an aggregate of 3,333,333 shares of Class A common stock (the “October Offering”).

Pursuant to the October 2024 Securities Purchase Agreement, Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock issued in connection with the July 2024 Securities Purchase Agreement were cancelled.

The pre-funded warrants were exercisable immediately and had an unlimited term and an exercise price of $ 0.0001 per share.

The Series C common warrants were exercisable immediately following the closing date and were to expire five years from the date of issuance and originally had an exercise price of $ 3.00 per share.

The Series C warrants included certain rights upon “fundamental transactions,” as described in the Series C warrants, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Class A common stock in such fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the applicable Series C warrants on the date of the consummation of the fundamental transactions.

Both the pre-funded warrants and Series C common warrants are classified as equity on the Company’s consolidated balance sheet.

In October 2024, the pre-funded warrants were fully exercised for de minimis proceeds.

As of December 31, 2024 , there were 3,333,333 Series C warrants outstanding.

In July 2024, as part of the July Offering, the Company issued (i) pre-funded warrants to purchase 446,753 shares of Class A common stock, (ii) Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock and (iii) Series B common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock.

All of the Series C common warrants were exercised as part of the Letter Agreement transaction above, and no Series C common warrants remain outstanding a s of December 31, 2025 and 2024.

July 2024 Securities Purchase Agreement

In July 2024, the Company entered into a securities purchase agreement (the "July 2024 Securities Purchase Agreement"), where the Company issued (i) pre-funded warrants to purchase 446,753 shares of Class A common stock, (ii) Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock and (iii) Series B common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock.

The pre-funded warrants are exercisable immediately and have an unlimited term and an exercise price of $ 0.0001 per share.

Pursuant to the October Offering, Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock issued in the July Offering were cancelled.

The Series B warrants will be exercisable following the six-month anniversary of the closing date of the July Offering, will expire five and a half years from the date of issuance and will have an exercise price of $ 3.08 per share.

Pursuant to the October Offering, Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock issued in the July 2024 Securities Purchase Agreement were cancelled.

The Series B warrants will be exercisable following the six-month anniversary of the closing date of the July 2024 Securities Purchase Agreement, will expire five and a half years from the date of issuance and will have an exercise price of $ 3.08 per share.

The Series B warrants include certain rights upon “fundamental transactions,” as described in the Series B warrants, including the right of the holders thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Class A common stock in such fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the applicable Series B warrants on the date of the consummation of the fundamental transactions.

The pre-funded warrants, Series A common warrants, and Series B common warrants are all classified as equity on the Company's consolidated balance sheet.

In August 2024, the pre-funded warrants were fully exercised for de minimis proceeds.

As of December 31, 2024 , there were 3,246,753 Series B warrants outstanding.

A ll of the Series B warrants were exercised as part of the Letter Agreement disclosed above, and none remain outstanding as of December 31, 2025 and 2024.

Loan and Security Agreement Warrants

In August 2022, in conjunction with a loan and security agreement ( Note 13 ), 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, 2024 , there were 76,336 warrants outstanding.

The warrants are classified as equity on the Company’s consolidated balance sheet.

In September 2025, the Company modified the exercise price of the warrants to $ 0.50 in consideration for a deferral of a principal repayment due in October 2025.

There were no other changes to the terms of the warrant agreement.

On the modification date, the Company remeasured the warrants at the reduced exercise price and recognized an additional $ 15 thousand as interest expense in the consolidated statements of operations for the year ended December 31, 2025.

As of December 31, 2025, there were 76,336 w arrants to purchase the Company's Class A common stock outstanding.

Warrant activity

A summary of warrant activity during the periods indicated is as follows:

Number of Warrants

Weighted Average Exercise Price

Remaining Contractual Term (in years)

Aggregate Intrinsic Value (in thousands)

Outstanding at December 31, 2024

Outstanding at December 31, 2025

Included in the December 31, 2024 balance are 76,336 warrants with an exercise price of $ 11.79 per share, which were modified during the year ended December 31, 2025 to subsequently have an exercise price of $ 0.50 per share.

* Note that 6,580,086 shares of warrants had an initial exercise price of $ 3.00 per share and were modified in May 2025 to a new exercise price of $ 0.65 per share.

Stockholders’ Equity

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From the date of the Organizational Transactions to December 31, 2025, 5,378,539 Paired Interests and 362,821 non-corresponding Class A Units of Rani LLC were exchanged for an equal number of shares of the Company's Class A common stock.

For the years ended December 31, 2024 and 2023 , certain of the Continuing LLC Owners executed an exchange of 144,592 and zero Paired Interests and 115,437 and 42,404 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 accordance with the Rani LLC Agreement, Rani LLC also issues a corresponding Class A Unit to Rani Holdings for each share of common stock issued by Rani Holdings.

For the years ended December 31, 2025 and 2024, certain of the Continuing LLC Owners executed an exchange of 60,000 and 144,592 Paired Interests and 46,929 and 115,437 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 Amended Rani LLC Agreement.

In accordance with the Amended Rani LLC Agreement, Rani LLC also issues a corresponding Class A Unit to Rani Holdings for each share of common stock issued by Rani Holdings.

This increases Rani Holdings’ ownership in Rani LLC.

In October 2024, the Company closed the October Offering, pursuant to which it issued and sold:

In October 2025, the Company entered into a Private Placement pursuant to which the Company issued and sold (i) 42,633,337 shares (the “Shares”) of Class A Common Stock, par value $ 0.0001 per share, (ii) Common Warrants to purchase up to an aggregate of 125,000,004 shares of Class A Common Stock or pre-funded warrants and (iii) Pre-Funded Warrants to purchase up to an aggregate of 82,366,667 shares of Class A Common Stock.

Refer to Note 9 for more detail.

In July 2025, the Company closed the July 2025 Securities Purchase Agreement, pursuant to which the Company issued and sold 4,354,000 shares of Class A common stock, par value $ 0.0001 per share, and pre-funded warrants to purchase 3,146,000 shares of Class A common stock.

The pre-funded warrants are exercisable immediately following the closing date of the offering, have an unlimited term, an exer cise price of $ 0.0001 per share.

The aggregate gross proceeds to the Company from the closing of the July 2025 Securities Purchase Agreement are approximately $ 3.0 million before deducting issuance costs of approximately $ 0.2 million.

In July 2025, the institutional investor fully exercised all pre-funded warrants.

Refer to Note 9 for more detail.

In October 2024, the Company closed the October 2024 Securities Purchase Agreement, pursuant to which it issued and sold:

Pursuant to the October Securities Purchase Agreement, Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock issued in the July Offering were cancelled.

Pursuant to the October 2024 Securities Purchase Agreement, Series A common warrants to purchase an aggregate of 3,246,753 shares of Class A common stock issued in the July 2024 Securities Purchase Agreement were cancelled.

In October 2024, the pre-funded warrants were fully exercised for de minimis proceeds.

In July 2024, the Company closed the July Offering, pursuant to which it issued and sold:

In July 2024, the Company closed the July 2024 Securities Purchase Agreement, pursuant to which it issued and sold:

The aggregate net proceeds from the July 2024

Securities Purchase Agreement totaled $ 8.9 million, after deducting placement agent fees and other offering expenses, and excluding potential proceeds, if any, from the exercise of the Series A common warrants and Series B common warrants issued in the July 2024 Securities Purchase Agreement.

In August 2024, the pre-funded warrants were fully exercised for de minimis proceeds.

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Nonvested at December 31, 2025

In October 2025, the Company modified stock options held by two board members who resigned.

The modification included (i) the accelerated vesting for 100,000 unvested stock options, which was accounted for as a Type III (improbable-to-probable) modification, and (ii) an extension of the post‑termination exercise periods for vested options, which was accounted for as a Type I (probable-to-probable) modification.

As a result, the Company recorded an aggregate incremental fair value of approximately $ 0.2 million, which was recorded as stock-based compensation expense and additional paid-in-capital on the Company’s consolidated statement of operations and balance sheet, respectively, as of December 31, 2025.

The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option award on the date of grant.

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Expected dividend yield

As of December 31, 2024 , there was $ 18.4 million of unrecognized stock-based compensation expense related to stock options which is expected to be recognized over a weighted-average period of approximately 2.6 years.

As of December 31, 2025, there wa s $ 8.9 million of unrecognized stock-based compensation expense related to stock options which is expected to be recognized over a weighted-average period of approximately 2.5 years.

Restricted Stock Units

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Balance at December 31, 2025

As of December 31, 2024 , there was $ 4.9 million of unrecognized stock-based compensation expense related to RSUs which is expected to be recognized over a weighted-average period of approximately 2.0 years.

As of December 31, 2025, the re was $ 1.6 million of unrecognized stock-based compensation expense related to RSUs which is expected to be recognized over a weighted-average period of approximately 1.0 years.

The total fair value of RSUs vested was $0.4 million for the year ended December 31, 2025.

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Balance at December 31, 2025

As of December 31, 2024 , unrecognized stock-based compensation expense related to RSAs was de minimis which is expected to be recognized over a weighted-average period of approximately 0.1 years.

The total fair value of RSAs vested was $ 0.1 million for the year ended December 31, 2024.

As of December 31, 2025, 0.1 million shares of Class A common stock have been issued under the ESPP.

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As of December 31, 2025 , unrecognized stock-based compensation expense related to the ESPP was de minimis which is expected to be recognized over a weighted-average period of approximately 0.4 years.

As of December 31, 2024, contributions withheld from employees was de minimis and are recorded as a component of accrued expenses and other current liabilities in the consolidated balance sheet.

As of December 31, 2025, contributions withheld from employees were de minimis and are recorded as a component of accrued expenses and other current liabilities in the consolidated balance sheet.

Stock-Based Compensation Expense

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Commitments and Contingencies

The Company enters into lease arrangements for office and laboratory facilities under operating leases accounted for in accordance with ASC 842 "Leases" ("ASC 842").

The Company’s future minimum lease payments under operating leases are presented within the lease footnote ( Note 8 ).

The Company’s lease liabilities represent a contractual commitment to make future payments over the lease term.

As of December 31, 2025, the Company had no additional significant lease commitments outside of those recognized as operating lease liabilities on the consolidated balance sheets.

Legal Proceedings

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Tax Receivable Agreement

The Company is party to a TRA with certain of the Continuing LLC Owners (Note 2).

The Company was party to a TRA with certain of the Continuing LLC Owners ( Note 2 ).

As of December 31, 2025, 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 $ 23.3 million at December 31, 2024.

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.

In December 2025, as contemplated by the Private Placement, the Company entered into the TRA Termination Agreement by and between the Company and ICL, pursuant to which the parties agreed to terminate the TRA and disclaim any rights or interests thereunder.

As a result of the termination, the Company has no further obligations under the TRA, and no tax benefit payments or early termination payments were required in connection with such termination.

The TRA Termination Agreement provides for the mutual release of the parties from all obligations under the TRA, effective as of December 31, 2025.

Long-Term Debt

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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.

A Loan of $ 30.0 million was committed at closing, with $ 15.0 million funded immediately and $ 15.0 million funded in December 2022.

The remaining $ 15.0 million of Loans was uncommitted and subject to certain conditions and is no longer available under the Loan Agreement.

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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, 2024 , the effective interest rate on the Loans was 15.02 % and there were no events of default during the year ended December 31, 2024.

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, 2024, the Company was in compliance with all applicable financial covenants under the Loan Agreement.

As of December 31, 2024, future principal payments for the Company’s debt are as follows (in thousands):

Year ending December 31,

Total principal payments

amount representing debt discount

Total long-term debt

current portion of long-term debt

Total long-term debt, less current portion

There was no income tax expense for the years ended December 31, 2024 and 2023, respectively.

The effective tax rate for the years ended December 31, 2024 and 2023 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:

The Loans include customary events of default, including instances of a material adverse change in the Company’s operations, which may require prepayment of the outstanding Loans.

As of December 31, 2025 and 2024, the Company paid $ 19.0 million and $ 5.0 million of principal, respectively.

In October 2025, the Company and the Lender executed an amendment to Loan Agreement (the “LSA Amendment”), pursuant to which the Lender agreed, among other things, to settle $ 6.0 million of outstanding principal of the Loans by receiving 12,500,000 shares of Class A Common Stock in connection with the Private Placement ( Note 9 ).

In addition, the Lender received warrants to purchase up to 12,500,000 shares of Class A Common Stock (or Pre-Funded Warrants in lieu thereof), on the same terms as the other purchasers in the Private Placement.

The conversion option was exercised in October 2025 upon the closing of the Private Placement, and the $ 6.0 million of outstanding principal balance was fully settled through the issuance of shares.

In December 2025 , the Company repaid $ 7.9 million in cash to settle all obligations under the Loan Agreement, including the remaining principal balance of $ 6.2 million, a final payment of $ 1.7 million, and a prepayment fee of $ 0.1 million, offset by an interest refund of $ 0.1 million.

The Company recognized a loss on the extinguishment of the debt of $ 0.6 million.

Upon repayment of these amounts, all obligations under the Loan Agreement were fully satisfied.

The Company no longer has any outstanding debt obligations as of December 31, 2025.

The tables below provides the updated requirements of ASU 2023-09 for 2025 (in thousands).

See Note 2 Summary of Significant Accounting Policies - Recent accounting pronouncements for additional details on the adoption of ASU 2023-09.

Year Ended December 31,

Income taxes (benefit) at statutory federal rate

State and local taxes, net of federal income tax effect (1)

Foreign tax effects

Changes in valuation allowance

Federal research and development credit

Non-taxable or nondeductible items

Non-controlling interests

Changes in unrecognized tax benefits

Uncertain tax positions

Federal return to provision

Provision / (benefit) for income taxes

(1) California contributed to the majority (greater than 50%) of the tax effect in this category.

Year Ended December 31,

Federal statutory rate

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Effective tax rate

As disclosed for the year ended December 31, 2024, prior to the adoption of ASU 2023-09, the difference between the Company’s provision for income taxes and the amounts computed by applying the statutory federal income tax rate to income before taxes is as follows:

Year Ended December 31,

Federal statutory rate

State tax, net of federal tax benefit

Non-controlling interest

Research and development credits

Uncertain tax position

Change in valuation allowance

Effective tax rate

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes.

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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 $ 8.1 million and $ 8.2 million for the years ended December 31, 2024 and 2023, respectively, primarily due to the increase in the Company’s net operating losses (“NOL”) during the period.

As of December 31, 2024, the Company had the following tax attribute carryforwards that will expire on various dates as follows:

Amount (in thousands)

The valuation allowance increased by $ 10.0 m illion and $ 8.1 million for the years ended December 31, 2025 and 2024, respectively, primarily due to the increase in the Company’s net operating losses (“NOL”) during the period.

As of December 31, 2025, the Company had the following tax attribute carryforwards that will expire on various dates as follows (in thousands):

Expiration Years

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Research and development tax credits, state

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.

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 a cumulative change in ownership of more than 50% occurs within a three-year period.

As of December 31, 2025, the Company has not performed an IRC Section 382 or 383 analysis.

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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 2020 through 2023 remain open to examination.

Due to the Company's net operating loss carryforwards, its federal and California returns are open to examination by the Internal Revenue Service and the California Franchise Tax Board for years beginning in 2021.

The following table summarizes the changes in the amount of the unrecognized tax benefits (in thousands):

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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, 2024 , 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 12).

Recent Legislation

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law, which enacts significant changes to U.S.

tax and related laws.

Some of the provisions of the OBBBA affecting corporations include but are not limited to restoring the current deductibility of domestic research and experimental expenses, increasing the limit of the deduction of interest expense deduction limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended, to thirty percent of EBITDA, and allowing one hundred percent bonus depreciation on eligible property acquired after January 19, 2025.

The OBBBA has varying effective dates, with certain provisions effective in 2025 and others with multiple effective dates through 2027.

The Company has evaluated the potential impact of the OBBBA and expects it to result primarily in a timing difference, with no material impact on its effective tax rate.

Net Loss Per Share

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Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc.—basic and diluted

* The pre-funded warrants ( Note 9 ) are considered outstanding shares in the basic earnings per share calculation given their nominal exercise price (as of the beginning of the period or the date of the grant, whichever is earlier).

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):

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The Company’s long-lived assets recognized on the Consolidated Balance Sheets primarily consisted of property and equipment, net and operating lease right-of-use assets, which are located within the US.

Subsequent Events

The Company has evaluated all subsequent events through the date the consolidated financial statements were issued and determined that there have been no events or transactions that have occurred that would require recognition in the consolidated financial statements or additional disclosure herein, except as described elsewhere in the notes to the consolidated financial statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data