false 0001856725 0001856725 2022-05-25 2022-05-25





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 25, 2022



Rani Therapeutics Holdings, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-40672   86-3114789
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


2051 Ringwood Avenue

San Jose, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (408) 457-3700


(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share   RANI   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 25, 2022, Rani Therapeutics Holdings, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”). As of March 30, 2022, the record date for the Annual Meeting, there were 24,387,030 shares of Class A common stock outstanding and entitled to vote and 24,773,286 shares of Class B common stock outstanding and entitled to vote at the Annual Meeting. Holders of the Company’s Class A common stock are entitled to one vote per share and holders of the Company’s Class B common stock are entitled to ten votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting.

The following is a summary of the matters voted on at the Annual Meeting based on the report of the voting results by the inspector of election. The Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2022 contains a description of the following proposals considered at the Annual Meeting, each of which were approved by the Company’s stockholders at the Annual Meeting as set forth below:

1. The Company’s stockholders elected by a majority of votes cast the director nominees below, to hold office until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified, as follows:


     For    Withheld    Broker

Talat Imran

   236,209,213    130,136    2,702,155

Mir Imran

   236,182,478    156,871    2,702,155

Dennis Ausiello

   236,209,217    130,132    2,702,155

Lyn Baranowski

   236,321,656    17,693    2,702,155

Jean-Luc Butel

   236,208,740    130,609    2,702,155

Laureen DeBuono

   236,209,217    130,132    2,702,155

Andrew Farquharson

   236,184,417    154,932    2,702,155

Malik Nanavaty

   236,209,217    130,132    2,702,155

Lisa Rometty

   236,321,656    17,693    2,702,155

2. The Company’s stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, as follows:









Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Rani Therapeutics Holdings, Inc.
Date: May 26, 2022     By:  

/s/ Svai Sanford


Svai Sanford

Chief Financial Officer