Results of Operations and Financial Condition. On August 13, 2026, Rani Therapeutics Holdings, Inc. (the “Company”) issued a press release providing a corporate update and announcing its financial results for the three and six months ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Item 2.02, including the press release attached as Exhibit 99.1 hereto, shall not b…

Director and Chair of the Audit Committee — Michelle Gilson: Appointment of Michelle Gilson as a Director and Chair of the Audit Committee.

Chief Financial Officer — Nicholas M. Maestas: The Company appointed Nicholas M. Maestas as the new Chief Financial Officer.

Other Events Securities Purchase Agreement On May 26, 2026, Rani Therapeutics Holdings, Inc. (“Rani”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), relating to the issuance and sale (the “Offering”), of 12,476,637 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), and pre-funded warrants to purchase 6,214,953 shares of Class A common stock. The pre-funded warrants are exer…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 11, 2026, the Company received a letter from the Nasdaq Stock Exchange LLC (“Nasdaq”), notifying the Company that, based on the closing bid price of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for the prior 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Glob…

Chief Financial Officer — Svai Sanford: Mr. Sanford is resigning from his position as Chief Financial Officer with a transition period until a successor is appointed.

Results of Operations and Financial Condition. On May 15, 2026, Rani Therapeutics Holdings, Inc. (the “Company”) issued a press release providing a corporate update, announcing its financial results for the three months ended March 31, 2026, as well as a Chief Financial Officer transition. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Item 2.02, including the press release attached…

Results of Operations and Financial Condition. On March 26, 2026, Rani Therapeutics Holdings, Inc. (the “Company”) issued a press release providing a corporate update and announcing its financial results for the fourth quarter and year ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed…

As a result of the adoption of the Amended and Restated Certificate of Incorporation (as so amended and restated, the “Restated Charter”), the rights of holders of the Company’s common stock were materially modified, including, among other things, a reduction in the voting power of the Company’s Class B common stock from ten (10) votes per share to one (1) vote per share. In addition, the adoption of the Restated Charter eliminated the ability of the Company’s stockholders to act by written c…

Termination of a Material Definitive Agreement On October 16, 2025, Rani Therapeutics Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), with certain purchasers, pursuant to which the Company agreed to implement certain governance changes, including amendments to its organizational documents and the termination of certain existing agreements. As contemplated by the Purchase Agreement, on December 31, 2025, the Company entered into a Tax Rec…

Results of Operations and Financial Condition. On November 6, 2025, Rani Therapeutics Holdings, Inc. (the “Company”) issued a press release providing a corporate update and announcing its financial results for the three and nine months ended September 30, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed…

Director — Andrew Farquharson and Maulik Nanavaty: Directors resigned upon the closing of a private placement, with new directors appointed.

Other Events. On October 23, 2025, the Company closed its previously announced private placement (the “Private Placement”) of (i) 42,633,337 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 W…

Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statemen…

Entry into Material Definitive Agreements Securities Purchase Agreement On October 16, 2025, Rani Therapeutics Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), with (i) certain institutional and accredited investors (the “Institutional Investors”) and (ii) Mir Imran, a member of the Company’s Board of Directors (the “Affiliated Investor” and, together with the Institutional Investors, each, a “Purchaser” and, together, the “Purchasers”),…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Results of Operations and Financial Condition. On August 7, 2025, Rani Therapeutics Holdings, Inc. (the “Company”) issued a press release providing a corporate update and announcing its financial results for the three and six months ended June 30, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed”…

Other Events Securities Purchase Agreement On July 14, 2025, Rani Therapeutics Holdings, Inc., or Rani, entered into a securities purchase agreement, or the Purchase Agreement, with an institutional investor, or the Purchaser, relating to the issuance and sale, or the Offering, of 4,354,000 shares of our Class A common stock, par value $0.0001 per share, or Class A common stock, and pre-funded warrants to purchase 3,146,000 shares of Class A common stock. The pre-funded warrants are exercisab…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 20, 2025, Rani Therapeutics Holdings, Inc. (“Company”) received a letter (“Notice”) from the Nasdaq Stock Exchange LLC (“Nasdaq”), notifying Company that, based on the closing bid price of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for the prior 30 consecutive business days the Company no longer complies with the minimum bid price requirement…

Unregistered Sale of Equity Securities. Letter Agreement The information in

Entry into a Material Definitive Agreement. Letter Agreement On May 20, 2025, Rani Therapeutics Holdings, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with an existing institutional investor (the “Investor”) pursuant to which: • the Company agreed to issue a new Series D common stock warrant (the “Series D Warrant”), to purchase up to an aggregate of 13,160,172 shares of the Company’s Class A Common Stock $0.0001 par value per share (the “Common Stock”), with…

Results of Operations and Financial Condition. On May 13, 2025, Rani Therapeutics Holdings, Inc. (the “Company”) issued a press release providing a corporate update and announcing its financial results for the three months ended March 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purp…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 1, 2025, Rani Therapeutics Holdings, Inc. (“Company”) received a letter (“Notice”) from the Nasdaq Stock Exchange LLC (“Nasdaq”), addressing a compliance deficiency under the Nasdaq Listing Rules. The letter notified of the deficiency with regard to Rule 5450(b)(2)(A), which requires a company whose securities are listed on The Nasdaq Global Market under the “Market Value Standard” to m…

Director — Laureen DeBuono: Ms. DeBuono retired from the Board of Directors.

Changes in Registrant’s Certifying Accountant. (a) Resignation of Independent Registered Public Accounting Firm On November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum LLP (“Marcum”). On April 7, 2025, Marcum resigned as the independent registered public accounting firm of Rani Therapeutics Holdings, Inc. (the “Company”). The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) accepted Marcum’s resignation. The report of Marcum on the Company’s…