Rani Therapeutics prices 42.6M shares at 48c in private placement

Rani Therapeutics (RANI) entered into a securities purchase agreement with certain institutional and accredited investors, with participation by Mir Imran, the Company’s executive chairman, to purchase shares of its Class A common stock and accompanying warrants to purchase Class A common stock that is expected to result in gross proceeds of approximately $60.3M, before deducting placement agent fees and other offering expenses. The private placement is expected to close on or about October 21, subject to the satisfaction of customary closing conditions. The private placement of the shares of Class A common stock was priced “at-the-market” under the rules and regulations of The Nasdaq Stock Market. The accompanying Warrants will only be exercised upon receipt of stockholder approval. H.C. Wainwright & Co. is acting as the lead placement agent for the private placement. Maxim Group is acting as co-placement agent for the private placement. The net proceeds from the oversubscribed private placement, together with an initial upfront payment of $10M and the expected technology transfer milestone of $18M from the Collaboration and License Agreement with Chugai Pharmaceuticals, are expected to fund the Company’s operations into 2028. The Company intends to use the net proceeds from the private placement to support the continued advancement of the Company’s pipeline using the RaniPill platform. Pursuant to the terms of the securities purchase agreement, at the closing of the private placement, Rani Therapeutics will issue to the investors an aggregate of 42,633,337 shares of Class A common stock at a purchase price of $0.48 per share and pre-funded warrants to purchase up to 82,366,667 shares of Class A common stock at a purchase price $0.4799 per pre-funded warrant. The pre-funded warrants will have an exercise price of $0.0001 per share and will be immediately exercisable. Each share of Class A common stock and each pre-funded warrant is accompanied by a Class A common stock purchase warrant to purchase one share of common stock. The accompanying Warrants to purchase up to 125,000,004 shares of Class A common stock will have an exercise price of $0.48 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants. The Warrants will expire five years following the initial exercise date. The private placement was led by a new investor Samsara and included a combination of other new and existing stakeholders, including RA Capital Management, Anomaly, Special Situations Funds, Invus and Mr. Imran, the Company’s executive chairman. Mr. Imran purchased the securities at a combined purchase price of $0.605 per share and accompanying Warrant, which reflects the consolidated closing bid price of our Class A common stock on October 16, plus $0.125 per Warrant. The exercise price of the Warrants purchased by Mr. Imran is $0.48 per share, which reflects the consolidated closing bid price of the Class A common stock on October 16. At the closing of the financing, each of Samsara and Anomaly will have the right to designate one member of the Company’s board of directors.