SCHEDULE: Rani Therapeutics Secures $12M Investment, Board Seat

Samsara BioCapital entities invest $12 million in Rani Therapeutics through a private placement, gaining a board seat and influencing significant governance changes.

Summary

• Rani Therapeutics Holdings, Inc. completed a private placement on October 23, 2025, raising $12,000,000 from Samsara BioCapital, L.P. and Samsara Opportunity Fund, L.P. (Reporting Persons).
• The investment included the purchase of 8,500,000 shares of Class A common stock, pre-funded warrants exercisable for up to 16,500,000 shares, and common warrants exercisable for up to 25,000,000 shares.
• The purchase price for institutional purchasers was $0.48 per share of common stock (with an associated common warrant) and $0.4799 per pre-funded warrant (with an associated common warrant).
• Dr. Srinivas Akkaraju, managing member of Samsara's general partners, beneficially owns 9,882,477 shares, representing 9.9% of Rani's outstanding Class A common stock.
• As part of the agreement, Rani Therapeutics will amend its Certificate of Incorporation to reduce Class B Common Stock votes from ten to one, eliminate stockholder action by written consent, and add stockholder protective provisions.
• The company also agreed to make conforming changes to its Bylaws and LLC Agreement, and to terminate the Tax Receivable Agreement dated August 3, 2021.
• Samsara BioCapital has the right to designate one member to the Issuer's board of directors, and Abraham Basssan, a partner at Samsara, was appointed effective upon the closing of the private placement.
• The Issuer has committed to filing registration statements for the resale of the newly issued securities and seeking stockholder approval for the exercisability of the common warrants.

Sentiment

Score: 7

Explanation: The investment provides a significant capital injection for Rani Therapeutics and brings a strategic investor with board representation. However, the substantial dilution and governance changes could be viewed with mixed sentiment by existing shareholders, depending on their perspective on the company's long-term strategy and valuation.

Positives

• Rani Therapeutics secured a significant capital injection of $12 million, providing crucial funding for its operations and strategic initiatives.
• The investment from Samsara BioCapital, a venture capital firm, strengthens Rani's investor base and signals confidence from a specialized life sciences investor.
• The appointment of Abraham Basssan, a partner at Samsara, to the board of directors brings experienced oversight and potential strategic guidance to the company.
• The private placement structure, including warrants, offers potential for future capital infusion upon their exercise.

Negatives

• The private placement involved the issuance of a substantial number of shares and warrants, which could lead to significant dilution for existing shareholders upon full exercise.
• The purchase price of $0.48 per share (or $0.4799 for pre-funded warrants) may indicate a discount to attract investors, potentially reflecting a lower valuation.
• Changes to corporate governance, such as reducing Class B voting power and eliminating stockholder action by written consent, could centralize control or reduce the influence of certain shareholder groups.
• The termination of the Tax Receivable Agreement may have financial implications, though the specific impact is not detailed in the filing.

Risks

• Dilution Risk: The issuance of 42,633,337 shares and warrants for an additional 207,366,671 shares could significantly dilute existing shareholders upon exercise.
• Regulatory Risk: The common warrants are not exercisable until stockholder approval, which is subject to Nasdaq rules and may not be obtained, impacting their value and potential capital.
• Market Risk: The Reporting Persons retain the right to dispose of all or a portion of their securities at any time, which could create selling pressure on the stock.
• Governance Impact Risk: While board representation can be beneficial, a significant investor's direct influence over corporate activities may not always align with the interests of all shareholders.

Future Outlook

The Reporting Persons intend to hold their investment for strategic purposes, with the flexibility to acquire additional securities or dispose of current holdings based on market conditions and the Issuer's performance. The Issuer has committed to significant corporate governance changes and will seek stockholder approval for warrant exercisability and file registration statements for resale, indicating a path towards broader market liquidity for the newly issued securities.

Management Comments

• The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer.
• Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.

Industry Context

This private placement by a venture capital firm specializing in life sciences (Samsara BioCapital) into a therapeutics company (Rani Therapeutics) is a common strategy for funding early to mid-stage biotech companies. Such investments often come with governance changes and board representation, reflecting the investor's desire for influence and oversight to protect their significant capital injection. The low share price suggests a company in need of capital, potentially facing challenges or in a high-growth, high-risk development phase typical of the therapeutics industry.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: Significant dilution from the private placement and potential future warrant exercises. Changes in corporate governance, including reduced Class B voting power and elimination of written consent, will alter shareholder rights and influence.
• Investors (Samsara BioCapital): Gained a significant equity stake, board representation, and influence over corporate governance, aligning their investment with strategic oversight.
• Management: Will need to implement the agreed-upon governance changes and work with the new board member.
• Creditors: The capital raise could improve the company's financial position, potentially reducing credit risk, though specific debt information is not provided.

Next Steps

• Issuer to file registration statements for resale of shares and warrants within 15 days of October 23, 2025.
• Issuer to use reasonable best efforts to have the registration statement declared effective within 45 days of October 23, 2025 (or 90 days in case of full SEC review).
• Issuer to amend its Certificate of Incorporation, Bylaws, and LLC Agreement within 90 days of October 23, 2025.
• Issuer to terminate the Tax Receivable Agreement dated August 3, 2021, within 90 days of October 23, 2025.
• Issuer to seek stockholder approval for the exercisability of the Common Warrants within 75 days of October 23, 2025.
• Reporting Persons may purchase or dispose of additional securities of the Issuer in the future.

Key Dates

Recommendation

While the capital infusion from Samsara BioCapital provides necessary funding and strategic backing for Rani Therapeutics, the significant dilution from the private placement and warrants, coupled with the low per-share price, suggests potential challenges or a need for capital at a discount. The governance changes, particularly the reduction in Class B voting power and elimination of written consent, could be viewed as either streamlining decision-making or consolidating control, depending on an investor's perspective. The appointment of a new director from Samsara offers experienced oversight. Given the mixed signals of capital injection versus dilution and governance shifts, a 'hold' recommendation is appropriate until further clarity on the company's operational performance and the long-term impact of these changes emerges.

Keywords

Rani Therapeutics, Samsara BioCapital, Private Placement, SEC Filing, Schedule 13D, Class A Common Stock, Warrants, Pre-Funded Warrants, Corporate Governance, Board Appointment, Dilution, Investment, Biotechnology, Pharmaceuticals