Rani Therapeutics Holdings Inc. - 美股招股说明书（2026年5月27日版）

12,476,637 Shares of ClassA Common StockPre-Funded Warrants to Purchase 6,214,953 Shares of ClassA Common Stock We are offering shares of our ClassA common stock, par value $0.0001 per share at the offering price of $1.07 per share of ClassA common stock, in a registereddirect offering directly to institutional investors pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement with each We are also offering pre-funded warrants to purchase shares of our ClassA common stock in lieu of shares of our ClassA common stock to the investors pursuantto this prospectus supplement and the accompanying prospectus and a securities purchase agreement with each such investor. Each pre-funded warrant is exercisable forone share of our ClassA common stock at an exercise price of $0.0001 per share. The offering price per pre-funded warrant is equal to the offering price per share of our We refer to the shares of ClassA common stock and the pre-funded warrants issued in this offering, collectively, as the securities. This prospectus supplement alsorelates to the offering of the shares of ClassA common stock issuable upon exercise of the pre-funded warrants sold in this offering. Our ClassA common stock is listed on the Nasdaq Global Market under the symbol “RANI.” On May22, 2026, the last sale price of our ClassA common stockon the Nasdaq Global Market was $1.07 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop.In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange. Without an active trading market, the liquidity of the We engaged H.C. Wainwright& Co., LLC to act as our lead placement agent and Chardan Capital Markets LLC to act as our placement agent, or the PlacementAgents, in connection with this offering. The Placement Agents are not purchasing the securities offered by us in this offering and are not required to arrange the We are an emerging growth company and a smaller reporting company as defined under the U.S. federal securities laws and, as such, may elect tocomply with certain reduced public company reporting requirements for this and future filings. See the section titled “Prospectus Supplement Summary— Investing in our securities involves risks. See the section titled “Risk Factors” on pageS-9 of this prospectus supplement andthe documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Lead Placement AgentH.C. Wainwright& Co.Placement AgentChardan PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF SECURITIES WE ARE OFFERINGPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus is a part of a registration statement on Form S-3 that we filed with the Securitiesand Exchange Commission, or SEC, utilizing a “shelf” registration process. The prospectus supplement describes the specific terms of this offering andalso adds to and updates the information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The accompanying prospectus gives more general information, some of which may not apply to this Generally, when we refer to the prospectus, we are referring to this prospectus supplement and the accompanying prospectus combined. We have not authorized anyone to provide you with information or make any representations other than those contained in or incorporated byreference in this prospectus supplement and the accompanying prospectus. We take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. You should assume that the information appearing in this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, is accurateonly as of the date of those respective documents, regardless of the time of delivery of those respective documents. Our business, financial condition,results of operations and prospects may have changed since those dates. You should read this prospectus