0000950170-23-041852 | 10-Q | XBRL Viewer | Rani Therapeutics Holdings INC

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Summary of Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash equivalents (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 7,552	$ 27,007	$ 97,181
Restricted cash equivalents	500		0
Total cash, cash equivalents and restricted cash equivalents	$ 8,052		$ 97,181

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

7. Leases

The Company pays for the use of its office, laboratory and manufacturing facility in San Jose, California as part of the RMS-ICL Service Agreement. In April 2022, RMS assigned the RMS-ICL Service Agreement to Rani LLC. The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless Rani LLC or ICL terminate occupancy under the RMS-ICL Service Agreement upon six months’ notice. In January 2023, the Company determined it to be reasonably certain that it would exercise its renewal option for a successive twelve-month period through 2024. The Company accounted for the renewal option as a lease modification that did not result in a separate contract and recognized the additional right-of-use asset and corresponding lease liabilities associated with the Rani LLC-ICL Service Agreement in its condensed consolidated balance sheet as of June 30, 2023.

Under the Rani LLC-ICL Service Agreement amended in March 2022, Rani LLC has a right to occupy certain facilities leased by ICL in Milpitas, California and San Antonio, Texas for general office, research and development, and light manufacturing. The Rani LLC-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated; except that the Occupancy Services in Milpitas, California have a term until February 2024, following an extension granted in July 2022, with the potential for one additional annual renewal, subject to approval by the landlord upon a nine months’ notice of renewal prior to the end of the lease term, and the Occupancy Services in San Antonio, Texas continue until either party gives six months’ notice of termination. In July 2022, the Company accounted for the lease extension as a lease modification that did not result in a separate contract and recognized the right-of-use asset and lease liabilities associated with the Rani LLC-ICL Service Agreement in its condensed consolidated balance sheet. As of June 30, 2023, the second renewal option for the facility in Milpitas, California was not deemed reasonably certain to be exercised.

The Company's leases are accounted for as operating leases and require certain fixed payments of real estate taxes and insurance in addition to future minimum lease payments, and certain variable payments of common area maintenance costs and building utilities. Variable lease payments are expensed in the period in which the obligation for those payments is incurred. These variable lease costs are payments that vary in amount beyond the commencement date, for reasons other than passage of time. Short-term lease expense for Occupancy Services in San Antonio, Texas under the Rani LLC-ICL Service Agreement, and variable lease payments are excluded in the total operating lease expense and immaterial for the periods presented.

The weighted average remaining lease term and weighted average discount rate related to the Company's right-of-use assets and operating lease liabilities for its operating leases were as follows:


	June 30,
	2023			2022
Weighted-average remaining lease term (in years)		1.3			1.5
Weighted-average discount rate		10.4	%		5.0	%

As of June 30, 2023, the Company expects that its future minimum operating lease payments will become due and payable as follows (in thousands):


Year ending December 31,
2023 (remaining six months)	$	523
2024		749
Total undiscounted future minimum lease payments	$	1,272
Less: Imputed interest		(78	)
Total operating lease liability	$	1,194
Less: Operating lease liability, current portion		856
Operating lease liability, less current portion	$	338

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (35,496)	$ (29,794)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	9,556	6,881
Depreciation and amortization	377	233
Non-cash operating lease expense	520	317
Amortization of debt discount and issuance costs	116	0
Net accretion and amortization of investments in marketable securities	(1,242)	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	860	1,330
Accounts payable	(332)	209
Accrued expenses and other current liabilities	1,707	1,453
Operating lease liabilities	(521)	(317)
Net cash used in operating activities	(24,455)	(19,688)
Cash flows from investing activities
Purchases of marketable securities	(52,505)	0
Proceeds from maturities of marketable securities	58,000	0
Purchases of property and equipment	(583)	(633)
Net cash provided by (used in) investing activities	4,912	(633)
Cash flows from financing activities
Proceeds from employee stock purchase plan	2	49
Issuance of common stock under employee stock purchase plan	219	0
Tax withholdings paid on behalf of employees for net share settlement	(133)	0
Net cash provided by financing activities	88	49
Net decrease in cash, cash equivalents and restricted cash equivalents	(19,455)	(20,272)
Cash, cash equivalents and restricted cash equivalents, Beginning Balance	27,507	117,453
Cash, cash equivalents and restricted cash equivalents, end of period	8,052	97,181
Supplemental disclosures of non-cash investing and financing activities
Right- Of- use asset obtained in exchange for operating lease liabilities	578	0
Interest income receivable included in prepaid expenses	186	0
Property and equipment purchases included in accounts payable and accrued expenses and other current liabilities	38	340
Exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC	$ 0	$ 74,567

Stockholders' Equity - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Aug. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Previously Reported [Member]
Exchange Of Common Units		0	4,626,639
Sales Agreement
Component of prepaid expenses		$ 0.3
Common Class A
Exchange of shares issued	$ 150.0
Common Class A \| Rani LLC [Member]
Exchange Of Common Units		0	158,051

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Aug. 31, 2021
Summary Of Significant Accounting Policies [Line Items]
Operating lease right-of-use assets	$ 1,194	$ 1,065
Lease liability	1,194
Prepaid Expenses and Other Current Assets [Member]
Summary Of Significant Accounting Policies [Line Items]
Interest income receivable	$ 200
Continuing LLC Owners [Member]
Summary Of Significant Accounting Policies [Line Items]
Percentage of tax benefit to be transferred			85.00%
Rani LLC [Member]
Summary Of Significant Accounting Policies [Line Items]
Exchanges of non-corresponding Class A Units of Rani LLC	5,173,947
Common Class A [Member] \| Rani LLC [Member]
Summary Of Significant Accounting Policies [Line Items]
Exchanges of non-corresponding Class A Units of Rani LLC	158,051
Outstanding Capital Class A Unit [Member] \| Continuing LLC Owners [Member]
Summary Of Significant Accounting Policies [Line Items]
General Partner Ownership Interest	50.00%

Related Party Transactions - Schedule of Amounts Charged for Services and Rent (Details) - ICL - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Related party charges	$ 360	$ 339	$ 742	$ 642
Research and Development Expense
Related Party Transaction [Line Items]
Related party charges	299	286	609	526
General and Administrative Expense
Related Party Transaction [Line Items]
Related party charges	$ 61	$ 53	$ 133	$ 116

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity

9. Stockholders’ Equity

For the six months ended June 30, 2023 and 2022, certain of the Continuing LLC Owners executed an exchange of zero and 4,626,639 Paired Interests, respectively, and zero and 158,051 non-corresponding Class A Units of Rani LLC, respectively, in return for an equal number of shares of the Company’s Class A common stock. The corresponding shares of the Company’s Class B common stock included in the exchange of Paired Interests were subsequently cancelled and retired pursuant to the terms of the Rani LLC Agreement.

In August 2022, the Company entered into a Controlled Equity Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (collectively the "Agents"), pursuant to which the Company may offer and sell from time to time through the Agents up to $150 million of shares of its Class A common stock, in such share amounts as the Company may specify by notice to the Agents, in accordance with the terms and conditions set forth in the Sales Agreement. The potential proceeds from the Sales Agreement are expected to be used for general corporate purposes. As of June 30, 2023, the Company has no sales under the Sales Agreement. In connection with the Sales Agreement, the Company recognized deferred offering costs totaling $0.3 million as a component of prepaid expenses and other current assets in the condensed consolidated balance sheet as of June 30, 2023 which will be offset against proceeds upon a sale under the Sales Agreement within the condensed consolidated statement of changes in stockholders’ equity.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Cash and Cash Equivalents [Abstract]

Schedule of Reconciliation of cash, cash equivalents and restricted cash equivalents

The following table provides a reconciliation of cash and cash equivalents and restricted cash equivalents reported as a component of prepaid expenses and other current assets on the condensed consolidated balance sheet which, in aggregate, represents the amount reported in the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022:


	Six Months Ended June 30,
	2023		2022
End of Period:
Cash and cash equivalents	$	7,552	$	97,181
Restricted cash equivalents		500		—
Total cash, cash equivalents and restricted cash equivalents	$	8,052	$	97,181

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The following tables presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of inputs used in such measurements (in thousands):


	As of June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	2,660	$	—	$	—	$	2,660
U.S. Treasuries		3,993		—		—		3,993
Restricted cash equivalents:
Money market funds		500		—		—		500
Marketable securities
U.S. Treasuries and agencies		52,244		—		—		52,244
Commercial paper		—		6,925		—		6,925
Corporate debt securities		—		7,885		—		7,885
Total assets	$	59,397	$	14,810	$	—	$	74,207


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	25,313	$	—	$	—	$	25,313
Restricted cash equivalents:
Money market funds		500		—		—		500
Marketable securities
U.S. Treasuries and agencies		36,456		—		—		36,456
Commercial paper		—		26,631		—		26,631
Corporate debt securities		—		6,900		—		6,900
International government		—		1,488		—		1,488
Total assets	$	62,269	$	35,019	$	—	$	97,288

Level 1 and Level 2 financial instruments are comprised of investments in money market funds and fixed-income securities. The Company estimates the fair value of its Level 2 financial instruments by taking into consideration valuations obtained from third-party pricing services. The third-party pricing services utilize industry standard valuation models, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs.

There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy for any of the periods presented.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	0.00%	(0.51%)
Change in uncertain tax position	$ 0.0	$ 0.0
Deferred tax asset	$ 18.7

Cash, Cash Equivalents, Restricted Cash Equivalents and Marketable Securities

6 Months Ended

Jun. 30, 2023

Cash and Cash Equivalents [Abstract]

Cash Equivalents, Restricted Cash Equivalents and Marketable Securities

3. Cash Equivalents, Restricted Cash Equivalents and Marketable Securities

The following tables summarizes the amortized cost and fair value of the Company's cash equivalents, restricted cash equivalents and marketable securities by major investment category (in thousands):


	As of June 30, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Current assets:
Cash equivalents:
Money market funds	$	2,660	$	—	$	—		$	2,660
U.S. Treasuries		3,992		1		—			3,993
Total cash equivalents		6,652		1		—			6,653
Restricted cash equivalents:
Money market funds		500		—		—			500
Total cash equivalents and restricted cash equivalents		7,152		1		—			7,153
Marketable securities:
U.S. Treasuries and agencies		52,339		—		(95	)		52,244
Commercial paper		6,934		—		(9	)		6,925
Corporate debt securities		7,912		—		(27	)		7,885
Total marketable securities		67,185		—		(131	)		67,054
Total cash equivalents, restricted cash equivalents and marketable securities	$	74,337	$	1	$	(131	)	$	74,207


	As of December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Current assets:
Cash equivalents:
Money market funds	$	25,313	$	—	$	—		$	25,313
Total cash equivalents		25,313		—		—			25,313
Restricted cash equivalents:
Money market funds		500		—		—			500
Total cash equivalents and restricted cash equivalents		25,813		—		—			25,813
Marketable securities:
U.S. Treasuries and agencies		36,563		—		(107	)		36,456
Commercial paper		26,631		—		—			26,631
Corporate debt securities		6,939		—		(39	)		6,900
International government		1,491		—		(3	)		1,488
Total marketable securities		71,624		—		(149	)		71,475
Total cash equivalents, restricted cash equivalents and marketable securities	$	97,437	$	—	$	(149	)	$	97,288

As of June 30, 2023, all marketable securities are classified as short-term. The Company regularly reviews its available-for-sale marketable securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of June 30, 2023, the aggregate difference between the amortized cost and fair value of each security in an unrealized loss position was de minimis. Since any provision for expected credit losses for a security held is limited to the amount the fair value is less than its amortized cost, no allowance for expected credit loss was deemed necessary at June 30, 2023.

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Class A Common Share

The following table sets forth the computation of basic and diluted net loss per Class A common share attributable to Rani Holdings (in thousands, except per share data):


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc.	$	(9,303	)	$	(7,624	)	$	(17,675	)	$	(13,847	)
Denominator:
Weighted average Class A common share outstanding—basic and diluted		25,345			24,371			25,293			22,930
Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc.—basic and diluted	$	(0.37	)	$	(0.31	)	$	(0.70	)	$	(0.60	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per Class A common share attributable to Rani Holdings (in thousands):


	As of June 30,
	2023		2022
Paired Interests		24,116		24,664
Stock options		6,414		3,688
Restricted stock units		1,756		970
Non-corresponding Class A Units		1,387		1,387
Shares issuable pursuant to the ESPP		82		30
Warrants		76		—
Restricted stock awards		51		86
		33,882		30,825

Organization and Nature of Business

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

1. Organization and Nature of Business

Description of Business

Rani Therapeutics Holdings, Inc. (“Rani Holdings”) was formed as a Delaware corporation in April 2021 for the purpose of facilitating an initial public offering (“IPO”) of its Class A common stock, and to facilitate certain organizational transactions and to operate the business of Rani Therapeutics, LLC (“Rani LLC”) and its consolidated subsidiary, Rani Management Services, Inc. (“RMS”). Rani Holdings and its consolidated subsidiaries, Rani LLC and RMS (prior to December 15, 2022), are collectively referred to herein as “Rani” or the “Company.” RMS was dissolved on December 15, 2022.

The Company is a clinical stage biotherapeutics company focusing on advancing technologies to enable the administration of biologics and drugs orally, to provide patients, physicians, and healthcare systems with a convenient alternative to painful injections. The Company is advancing a portfolio of oral therapeutics using its proprietary delivery technology, the RaniPill capsule. The Company is headquartered in San Jose, California and operates in one segment.

Organizational Transactions

In connection with the IPO, the Company was party to the following organizational transactions (the “Organizational Transactions”):

•

Amended and restated Rani LLC’s operating agreement (the “Rani LLC Agreement”) to appoint the Company as the sole managing member of Rani LLC and effectuated an exchange of all outstanding (i) convertible preferred units, automatic or net exercised warrants to purchase preferred units and common units, and common units of Rani LLC, into economic nonvoting Class A units (“Class A Units”) and an equal number of voting noneconomic Class B units (“Class B Units”) and (ii) all non-vested incentive units (“Profits Interests”) into Class A Units. In connection with the closing of the IPO, each LLC interest was exchanged 1 for 0.5282 as determined and predicated on the initial public offering price of the Company’s Class A common stock;

•

Amended and restated the Company’s certificate of incorporation in July 2021, to provide for the issuance of (i) Class A common stock, each share of which entitles its holders to one vote per share, (ii) Class B common stock, each share of which entitles its holders to 10 votes per share on all matters presented to the Company's stockholders, (iii) Class C common stock, which has no voting rights, except as otherwise required by law and (iv) preferred stock;

•

Exchanged 12,047,925 shares of Class A common stock for existing Class A Units of Rani LLC held by certain individuals and entities (the “Former LLC Owners”) on a one-for-one basis;

•

Issued 29,290,391 shares of Class B common stock to certain individuals and entities that continued to hold Class A Units in Rani LLC after the IPO (the “Continuing LLC Owners”) in return for an equal amount of Rani LLC Class B Units;

•

Entered into a Registration Rights Agreement with certain of the Continuing LLC Owners.

The Continuing LLC Owners are entitled to exchange, subject to the terms of the Rani LLC Agreement, the Class A Units they hold in Rani LLC, together with the shares they hold of the Company Class B common stock (together referred to as a "Paired Interest"), in return for shares of the Company’s Class A common stock on a one-for-one basis provided that, at the Company’s election, the Company has the ability to effect a direct exchange of such Class A common stock or make a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Paired Interest redeemed. Any shares of Class B common stock will be cancelled on a one-for-one basis if, at the election of the Continuing LLC Owners, the Company redeems or exchanges such Paired Interest pursuant to the terms of the Rani LLC Agreement. As of June 30, 2023, certain individuals who continue to own interests in Rani LLC but do not hold shares of the Company’s Class B common stock (“non-corresponding Class A Units”) have the ability to exchange their non-corresponding Class A Units of Rani LLC for 1,387,471 shares of the Company’s Class A common stock.

Liquidity

The Company has incurred recurring losses since its inception, including net losses of $35.5 million for the six months ended June 30, 2023. As of June 30, 2023, the Company had an accumulated deficit of $56.6 million and for the six months ended June 30, 2023 had negative cash flows from operations of $24.5 million. The Company expects to continue to generate operating losses and negative operating cash flows for the foreseeable future as it continues to develop the RaniPill capsule. The Company

expects that its cash, cash equivalents and marketable securities of $74.6 million as of June 30, 2023 will be sufficient to fund its operations through at least twelve months from the date the condensed consolidated financial statements are issued. The Company expects to finance its future operations with its existing cash and through strategic financing opportunities that could include, but are not limited to, future offerings of its equity, such as “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act, collaboration or licensing agreements, or the incurrence of debt. However, there is no guarantee that any of these strategic or financing opportunities will be executed or realized on favorable terms, if at all, and some could be dilutive to existing stockholders and holders of interests in the Company. The Company will not generate any revenue from product sales unless, and until, it successfully completes clinical development and obtains regulatory approval of its product candidates. If the Company obtains regulatory approval for the RaniPill capsule, it expects to incur significant expenses related to developing its internal commercialization capability to support manufacturing, product sales, marketing, and distribution.

The Company’s ability to raise additional capital through either the issuance of equity or debt, is dependent on a number of factors including, but not limited to, the market interest of the Company, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. Current global economic conditions or other factors could also adversely impact the Company’s ability to access capital when and as needed.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Class A [Member]	Common Class B [Member]	Common [Member] Common Class A [Member]	Common [Member] Common Class B [Member]	Additional Paid in Capital [Member]	Noncontrolling Interest [Member]	Accumulated Other Comprehensive Loss Member	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2021	$ 121,567			$ 2	$ 3	$ 55,737	$ 74,156		$ (8,331)
Beginning Balance (shares) at Dec. 31, 2021				19,712,000	29,290,000
Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC				4,675,000	(4,517,000)
Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC						10,928	(10,928)
Stock-based compensation	2,905					1,268	1,637
Net loss	(13,828)						(7,605)		(6,223)
Ending Balance at Mar. 31, 2022	110,644			$ 2	$ 3	67,933	57,260		(14,554)
Ending Balance (shares) at Mar. 31, 2022				24,387,000	24,773,000
Beginning Balance at Dec. 31, 2021	121,567			$ 2	$ 3	55,737	74,156		(8,331)
Beginning Balance (shares) at Dec. 31, 2021				19,712,000	29,290,000
Net loss	(29,794)
Ending Balance at Jun. 30, 2022	98,654			$ 2	$ 3	69,986	50,841		(22,178)
Ending Balance (shares) at Jun. 30, 2022				24,494,000	24,663,000
Beginning Balance at Dec. 31, 2021	121,567			$ 2	$ 3	55,737	74,156		(8,331)
Beginning Balance (shares) at Dec. 31, 2021				19,712,000	29,290,000
Ending Balance at Dec. 31, 2022	74,004			$ 3	$ 2	75,842	37,149	$ (73)	(38,919)
Ending Balance (shares) at Dec. 31, 2022		25,295,000	24,116,000	25,295,000	24,116,000
Beginning Balance at Mar. 31, 2022	110,644			$ 2	$ 3	67,933	57,260		(14,554)
Beginning Balance (shares) at Mar. 31, 2022				24,387,000	24,773,000
Forfeiture of restricted stock awards	6					3	3
Forfeiture of restricted stock awards, shares				3,000
Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC				110,000	(110,000)
Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC						126	(126)
Stock-based compensation	3,982					1,930	2,052
Net loss	(15,966)						(8,342)		(7,624)
Ending Balance at Jun. 30, 2022	98,654			$ 2	$ 3	69,986	50,841		(22,178)
Ending Balance (shares) at Jun. 30, 2022				24,494,000	24,663,000
Beginning Balance at Dec. 31, 2022	74,004			$ 3	$ 2	75,842	37,149	(73)	(38,919)
Beginning Balance (shares) at Dec. 31, 2022		25,295,000	24,116,000	25,295,000	24,116,000
Issuance of common stock under employee equity plans, net of shares withheld for tax settlement , shares				81,000
Issuance of common stock under employee equity plans, net of shares withheld for tax settlement, amount	(124)					(124)
Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC						98	(98)
Stock-based compensation	4,415					2,202	2,213
Other comprehensive loss	126						63	63
Net loss	(16,832)						(8,460)		(8,372)
Ending Balance at Mar. 31, 2023	61,589			$ 3	$ 2	78,018	30,867	(10)	(47,291)
Ending Balance (shares) at Mar. 31, 2023				25,376,000	24,116,000
Beginning Balance at Dec. 31, 2022	74,004			$ 3	$ 2	75,842	37,149	(73)	(38,919)
Beginning Balance (shares) at Dec. 31, 2022		25,295,000	24,116,000	25,295,000	24,116,000
Net loss	(35,496)
Ending Balance at Jun. 30, 2023	48,169			$ 3	$ 2	80,746	24,075	(63)	(56,594)
Ending Balance (shares) at Jun. 30, 2023		25,517,000	24,116,000	25,517,000	24,116,000
Beginning Balance at Mar. 31, 2023	61,589			$ 3	$ 2	78,018	30,867	(10)	(47,291)
Beginning Balance (shares) at Mar. 31, 2023				25,376,000	24,116,000
Issuance of common stock under employee stock purchase plan (Shares)				63,000
Issuance of common stock under employee stock purchase plan	219					219
Issuance of common stock under employee equity plans, net of shares withheld for tax settlement , shares				78,000
Issuance of common stock under employee equity plans, net of shares withheld for tax settlement, amount	(9)					(9)
Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC						(54)	54
Stock-based compensation	5,141					2,572	2,569
Other comprehensive loss	(107)						54	53
Net loss	(18,664)						(9,361)		(9,303)
Ending Balance at Jun. 30, 2023	$ 48,169			$ 3	$ 2	$ 80,746	$ 24,075	$ (63)	$ (56,594)
Ending Balance (shares) at Jun. 30, 2023		25,517,000	24,116,000	25,517,000	24,116,000

Long-Term Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

11. Long-Term Debt

In August 2022, the Company entered into a loan and security agreement and related supplement (the “Loan Agreement”) with Avenue Venture Opportunities Fund, L.P (the “Lender”). The Loan Agreement provides for term loans (the “Loans”) in an aggregate principal amount up to $45.0 million. A Loan of $30.0 million was committed at closing, with $15.0 million funded immediately and $15.0 million available to be drawn between October 1, 2022 and December 31, 2022, which was drawn in December 2022. The remaining $15.0 million of Loans (“Tranche 2”) is uncommitted and is subject to certain conditions and approval by the Lender. The purpose of the Loans is for general corporate purposes. In exchange for access to this facility, the Company agreed

to issue warrants exercisable into 76,336 shares of the Company's Class A common stock, as may be adjusted for certain anti-dilution adjustments, dividends, stock splits, and reverse stock splits, at an exercise price per share equal to $11.79 (Note 8).

Pursuant to the Loan Agreement, the maturity date for the Loans is August 1, 2026 (the “Maturity Date”). The Loan principal is repayable in equal monthly installments beginning September 2024 extendable to March 2025 under certain conditions. The Loans bear interest at a variable rate per annum equal to the greater of (A) the prime rate, as published by the Wall Street Journal from time to time plus 5.60% or (B) 10.35%. The Loan Agreement is collateralized by substantially all of the Company’s assets, in which the Lender is granted continuing security interests. The Loans includes customary events of default, including instances of a material adverse change in the Company’s operations, which may require prepayment of the outstanding Loans. At June 30, 2023, the effective interest rate on the Loans was 15.34% and there were no events of default during the six months ended June 30, 2023. The Company is also subject to certain covenants. As of June 30, 2023, the Company was in compliance with all applicable covenants under the Loan Agreement.

As of June 30, 2023, future principal payments for the Company’s debt are as follows (in thousands):


Year ending December 31,
2023 (remaining six months)	$	—
2024		5,000
2025		15,000
2026		10,000
Total principal payments	$	30,000
Less: amount representing debt discount		(735	)
Total long-term debt	$	29,265

Leases - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Service agreement remaining term	1 year 3 months 18 days	1 year 6 months
2023 (totaled)	$ 523

Cash, Cash Equivalents, Restricted Cash Equivalents and Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2023

Cash and Cash Equivalents [Abstract]

Summary of cash, cash equivalents, restricted cash equivalents and marketable securities

The following tables summarizes the amortized cost and fair value of the Company's cash equivalents, restricted cash equivalents and marketable securities by major investment category (in thousands):


	As of June 30, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Current assets:
Cash equivalents:
Money market funds	$	2,660	$	—	$	—		$	2,660
U.S. Treasuries		3,992		1		—			3,993
Total cash equivalents		6,652		1		—			6,653
Restricted cash equivalents:
Money market funds		500		—		—			500
Total cash equivalents and restricted cash equivalents		7,152		1		—			7,153
Marketable securities:
U.S. Treasuries and agencies		52,339		—		(95	)		52,244
Commercial paper		6,934		—		(9	)		6,925
Corporate debt securities		7,912		—		(27	)		7,885
Total marketable securities		67,185		—		(131	)		67,054
Total cash equivalents, restricted cash equivalents and marketable securities	$	74,337	$	1	$	(131	)	$	74,207


	As of December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Current assets:
Cash equivalents:
Money market funds	$	25,313	$	—	$	—		$	25,313
Total cash equivalents		25,313		—		—			25,313
Restricted cash equivalents:
Money market funds		500		—		—			500
Total cash equivalents and restricted cash equivalents		25,813		—		—			25,813
Marketable securities:
U.S. Treasuries and agencies		36,563		—		(107	)		36,456
Commercial paper		26,631		—		—			26,631
Corporate debt securities		6,939		—		(39	)		6,900
International government		1,491		—		(3	)		1,488
Total marketable securities		71,624		—		(149	)		71,475
Total cash equivalents, restricted cash equivalents and marketable securities	$	97,437	$	—	$	(149	)	$	97,288

As of June 30, 2023, all marketable securities are classified as short-term

Accrued Expenses

6 Months Ended

Jun. 30, 2023

Accrued Liabilities [Abstract]

Accrued Expenses

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	June 30,		December 31,
	2023		2022
Payroll and related	$	2,391	$	394
Accrued preclinical and clinical trial costs		554		1,130
Accrued interest		284		69
Accrued professional fees		82		165
Related party payable		—		53
Other		531		538
Total accrued expenses and other current liabilities	$	3,842	$	2,349

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses
Research and development	$ 11,086	$ 9,528	$ 20,798	$ 17,118
General and administrative	7,208	6,319	14,012	12,509
Total operating expenses	18,294	15,847	34,810	29,627
Loss from operations	(18,294)	(15,847)	(34,810)	(29,627)
Other income (expense), net
Interest income and other, net	896	35	1,787	50
Interest expense and other, net	(1,266)	0	(2,473)	0
Loss before income taxes	(18,664)	(15,812)	(35,496)	(29,577)
Income tax expense	0	(154)	0	(217)
Net loss	(18,664)	(15,966)	(35,496)	(29,794)
Net loss attributable to non-controlling interest	(9,361)	(8,342)	(17,821)	(15,947)
Net loss attributable to Rani Therapeutics Holdings, Inc.	$ (9,303)	$ (7,624)	$ (17,675)	$ (13,847)
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., basic	$ (0.37)	$ (0.31)	$ (0.7)	$ (0.6)
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., diluted	$ (0.37)	$ (0.31)	$ (0.7)	$ (0.6)
Weighted-average share outstanding basic	25,345	24,371	25,293	22,930
Weighted-average share outstanding diluted	25,345	24,371	25,293	22,930
Common Class A [Member]
Other income (expense), net
Net loss attributable to Rani Therapeutics Holdings, Inc.	$ (9,303)	$ (7,624)	$ (17,675)	$ (13,847)
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., basic	$ 0.37	$ 0.31	$ 0.7	$ 0.6
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., diluted	$ 0.37	$ 0.31	$ 0.7	$ 0.6
Weighted-average share outstanding basic	25,345	24,371	25,293	22,930
Weighted-average share outstanding diluted	25,345	24,371	25,293	22,930

Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Jun. 30, 2023	Aug. 31, 2022
Class of Warrant or Right [Line Items]
Warrant exercise price		$ 11.79
Fair Value, Inputs, Level 3 [Member]
Class of Warrant or Right [Line Items]
Fair value totaling	$ 0.5
Loan and Security Agreement [Member]
Class of Warrant or Right [Line Items]
Warrants exercisable period		5 years
Warrant exercise price		$ 11.79
Class of Warrant or Right, Outstanding	76,336,000
Loan and Security Agreement [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Securities purchase in exchange for warrant		76,336,000

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Recorded at Fair Value on a Recurring Basis


	As of June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	2,660	$	—	$	—	$	2,660
U.S. Treasuries		3,993		—		—		3,993
Restricted cash equivalents:
Money market funds		500		—		—		500
Marketable securities
U.S. Treasuries and agencies		52,244		—		—		52,244
Commercial paper		—		6,925		—		6,925
Corporate debt securities		—		7,885		—		7,885
Total assets	$	59,397	$	14,810	$	—	$	74,207


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	25,313	$	—	$	—	$	25,313
Restricted cash equivalents:
Money market funds		500		—		—		500
Marketable securities
U.S. Treasuries and agencies		36,456		—		—		36,456
Commercial paper		—		26,631		—		26,631
Corporate debt securities		—		6,900		—		6,900
International government		—		1,488		—		1,488
Total assets	$	62,269	$	35,019	$	—	$	97,288

Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Class A Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss	$ (9,303)	$ (7,624)	$ (17,675)	$ (13,847)
Denominator:
Weighted-average share outstanding basic	25,345	24,371	25,293	22,930
Weighted-average share outstanding diluted	25,345	24,371	25,293	22,930
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., basic	$ (0.37)	$ (0.31)	$ (0.7)	$ (0.6)
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., diluted	$ (0.37)	$ (0.31)	$ (0.7)	$ (0.6)
Common Class A
Numerator:
Net loss	$ (9,303)	$ (7,624)	$ (17,675)	$ (13,847)
Denominator:
Weighted-average share outstanding basic	25,345	24,371	25,293	22,930
Weighted-average share outstanding diluted	25,345	24,371	25,293	22,930
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., basic	$ 0.37	$ 0.31	$ 0.7	$ 0.6
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., diluted	$ 0.37	$ 0.31	$ 0.7	$ 0.6

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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-Topic 250
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Leases - Summary of consolidated balance sheets and statements of cash flow related to leases (Details)	Jun. 30, 2023	Jun. 30, 2022
Cash paid for amounts included in lease liabilities:
Weighted average remaining lease term	1 year 3 months 18 days	1 year 6 months
Weighted average discount rate	10.40%	5.00%

Leases - Summary of Future Minimum Operating Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2023 (remaining six months)	$ 523
2024	749
Total undiscounted future minimum lease payments	1,272
Less: Imputed interest	(78)
Total operating lease liability	1,194
Less: Operating lease liability, current portion	856	$ 1,006
Operating lease liability, less current portion	$ 338	$ 59

Organization and Nature of Business - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended				6 Months Ended
	Aug. 31, 2021	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Net loss		$ 18,664	$ 16,832	$ 15,966	$ 13,828	$ 35,496	$ 29,794
Accumulated deficit		(56,594)				(56,594)		$ (38,919)
Operating activities, net						(24,455)	$ (19,688)
Cash, cash equivalents, restricted cash equivalents and marketable securities		$ 74,600				$ 74,600
Parent Company [Member] \| Common Class A [Member]
Common Stock, Voting Rights	Class A common stock, each share of which entitles its holders to one vote per share
Common stock, conversion basis	In connection with the closing of the IPO, each LLC interest was exchanged 1 for 0.5282 as determined and predicated on the initial public offering price of the Company’s Class A common stock;
Exchange Of Common Units	12,047,925
Parent Company [Member] \| Common Class B [Member]
Issuance of common stock, shares	29,290,391
Common Stock, Voting Rights	Class B common stock, each share of which entitles its holders to 10 votes per share on all matters presented to the Company's stockholders
Parent Company [Member] \| Common Class C [Member]
Common Stock, Voting Rights	Class C common stock, which has no voting rights, except as otherwise required by law
Rani L L C [Member] \| Common Class A [Member]
Issuance of common stock, shares						1,387,471
Exchange Of Common Units		0		158,051		0	158,051

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Summary of Consolidated Balance Sheets and Statements of Cash Flow related to Leases


	June 30,
	2023			2022
Weighted-average remaining lease term (in years)		1.3			1.5
Weighted-average discount rate		10.4	%		5.0	%

Summary of Future Minimum Operating Lease Payments

As of June 30, 2023, the Company expects that its future minimum operating lease payments will become due and payable as follows (in thousands):


Year ending December 31,
2023 (remaining six months)	$	523
2024		749
Total undiscounted future minimum lease payments	$	1,272
Less: Imputed interest		(78	)
Total operating lease liability	$	1,194
Less: Operating lease liability, current portion		856
Operating lease liability, less current portion	$	338

Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets:
Debt Securities, Available-for-Sale	$ 74,207	$ 97,288
Marketable Securities	74,207	97,288
Commercial paper
Assets:
Debt Securities, Available-for-Sale	6,925	26,631
Marketable Securities	6,925	26,631
U.S. Treasuries
Assets:
Debt Securities, Available-for-Sale	52,244	36,456
Marketable Securities	52,244	36,456
Fair Value, Recurring
Assets:
Total assets	0	97,288
Fair Value, Recurring \| Commercial paper
Assets:
Debt Securities, Available-for-Sale	0	26,631
Marketable Securities	0	26,631
Fair Value, Recurring \| U.S. Treasuries
Assets:
Cash Equivalents	3,993
Debt Securities, Available-for-Sale	0	36,456
Marketable Securities	0	36,456
Fair Value, Recurring \| Corporate debt securities
Assets:
Debt Securities, Available-for-Sale	0	6,900
Marketable Securities	0	6,900
Fair Value, Recurring \| International goverment
Assets:
Debt Securities, Available-for-Sale		1,488
Marketable Securities		1,488
Fair Value, Recurring \| Money market funds
Assets:
Cash Equivalents	0	25,313
Restricted Cash Equivalents	0	500
Level 1 \| Fair Value, Recurring
Assets:
Total assets	59,397	62,269
Level 1 \| Fair Value, Recurring \| Commercial paper
Assets:
Debt Securities, Available-for-Sale	0	0
Marketable Securities	0	0
Level 1 \| Fair Value, Recurring \| U.S. Treasuries
Assets:
Cash Equivalents	3,993
Debt Securities, Available-for-Sale	52,244	36,456
Marketable Securities	52,244	36,456
Level 1 \| Fair Value, Recurring \| Corporate debt securities
Assets:
Debt Securities, Available-for-Sale	0	0
Marketable Securities	0	0
Level 1 \| Fair Value, Recurring \| International goverment
Assets:
Debt Securities, Available-for-Sale		0
Marketable Securities		0
Level 1 \| Fair Value, Recurring \| Money market funds
Assets:
Cash Equivalents	2,660	25,313
Restricted Cash Equivalents	500	500
Level 2 \| Fair Value, Recurring
Assets:
Total assets	14,810	35,019
Level 2 \| Fair Value, Recurring \| Commercial paper
Assets:
Debt Securities, Available-for-Sale	6,925	26,631
Marketable Securities	6,925	26,631
Level 2 \| Fair Value, Recurring \| U.S. Treasuries
Assets:
Cash Equivalents	0
Debt Securities, Available-for-Sale	0	0
Marketable Securities	0	0
Level 2 \| Fair Value, Recurring \| Corporate debt securities
Assets:
Debt Securities, Available-for-Sale	7,885	6,900
Marketable Securities	7,885	6,900
Level 2 \| Fair Value, Recurring \| International goverment
Assets:
Debt Securities, Available-for-Sale		1,488
Marketable Securities		1,488
Level 2 \| Fair Value, Recurring \| Money market funds
Assets:
Cash Equivalents	0	0
Restricted Cash Equivalents	0	0
Level 3 \| Fair Value, Recurring
Assets:
Total assets	0	0
Level 3 \| Fair Value, Recurring \| Commercial paper
Assets:
Debt Securities, Available-for-Sale	0	0
Marketable Securities	0	0
Level 3 \| Fair Value, Recurring \| U.S. Treasuries
Assets:
Cash Equivalents	0
Debt Securities, Available-for-Sale	0	0
Marketable Securities	0	0
Level 3 \| Fair Value, Recurring \| Corporate debt securities
Assets:
Debt Securities, Available-for-Sale	0	0
Marketable Securities	0	0
Level 3 \| Fair Value, Recurring \| International goverment
Assets:
Debt Securities, Available-for-Sale		0
Marketable Securities		0
Level 3 \| Fair Value, Recurring \| Money market funds
Assets:
Cash Equivalents	0	0
Restricted Cash Equivalents	$ 0	$ 0

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 7,552	$ 27,007
Marketable securities	67,054	71,475
Prepaid expenses and other current assets	1,768	2,442
Total current assets	76,374	100,924
Property and equipment, net	5,939	6,038
Operating lease right-of-use assets	1,194	1,065
Total assets	83,507	108,027
Current liabilities:
Accounts payable	1,037	1,460
Accrued expenses and other current liabilities	3,842	2,349
Operating lease liability, current portion	856	1,006
Total current liabilities	5,735	4,815
Operating lease liability, less current portion	338	59
Long-term debt	29,265	29,149
Total liabilities	35,338	34,023
Commitments and contingencies (Note 10)
Stockholders' equity / members' deficit:
Preferred stock, $0.0001 par value - 20,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022	0	0
Additional Paid in Capital	80,746	75,842
Accumulated other comprehensive loss	(63)	(73)
Accumulated deficit	(56,594)	(38,919)
Total stockholders' equity attributable to Rani Therapeutics Holdings, Inc.	24,094	36,855
Non-controlling interest	24,075	37,149
Total stockholders' equity	48,169	74,004
Total liabilities and stockholders' equity	83,507	108,027
Common Class A [Member]
Stockholders' equity / members' deficit:
Common stock, value	3	3
Common Class B [Member]
Stockholders' equity / members' deficit:
Common stock, value	2	2
Common Class C [Member]
Stockholders' equity / members' deficit:
Common stock, value	$ 0	$ 0

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

6. Related Party Transactions

InCube Labs, LLC (“ICL”) is wholly-owned by the Company’s founder and Chairman and his family. The founder and Chairman is the father of the Company’s Chief Executive Officer. The Company’s Chief Scientific Officer is also the brother of the founder and Chairman and thus uncle of the Company’s Chief Executive Officer.

Services agreements

In June 2021, Rani LLC entered into a service agreement with ICL effective retrospectively to January 1, 2021, and subsequently amended such agreement in March 2022 (as amended, the "Rani LLC-ICL Service Agreement"), pursuant to which Rani LLC and ICL agreed to provide personnel services to the other upon requests. Under the amendment in March 2022, Rani LLC has a right to occupy certain facilities leased by ICL in Milpitas, California and San Antonio, Texas (“Occupancy Services”) for general office, research and development, and light manufacturing. The Rani LLC-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated; except that the Occupancy Services in Milpitas, California have a term until February 2024, following an extension granted in July 2022, with the potential for one additional annual renewal, subject to approval by the landlord upon a nine months’ notice of renewal prior to the end of the lease term, and the Occupancy Services in San Antonio, Texas continue until either party gives six months’ notice of termination. Except for the Occupancy Services, Rani LLC or ICL may terminate services under the Rani LLC-ICL Service Agreement upon 60 days' notice to the other party. The Rani LLC-ICL Service Agreement specifies the scope of services to be provided as well as the methods for determining the costs of services. Costs are billed or charged on a monthly basis by ICL or Rani LLC, respectively.

In June 2021, RMS entered into a service agreement with ICL (the “RMS-ICL Service Agreement”) effective retrospectively to January 1, 2021, pursuant to which ICL agreed to rent a specified portion of its facility in San Jose, California to RMS. Additionally, RMS and ICL agreed to provide personnel services to the other upon requests based on rates specified in the RMS-ICL Service Agreement. In April 2022, RMS assigned the RMS-ICL Service Agreement to Rani LLC. The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated. Rani LLC or ICL may terminate services under the RMS-ICL Service Agreement upon 60 days' notice to the other party, except for occupancy which requires six months’ notice. The RMS-ICL Service Agreement specifies the scope of services to be provided as well as the methods for determining the costs of services. Costs are billed or charged on a monthly basis by ICL or Rani LLC, respectively, as well as allocations of expenses based upon Rani LLC’s utilization of ICL’s facilities and equipment.

The table below details the amounts charged by ICL for services and rent, net of the amount that the Company charged ICL, which is included in the condensed consolidated statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	299	$	286	$	609	$	526
General and administrative		61		53		133		116
Total	$	360	$	339	$	742	$	642

Prior to April 2022, the Company’s eligible employees were permitted to participate in ICL’s 401(k) Plan (“401(k) Plan”). Participation in the 401(k) Plan was offered for the benefit of the employees, including the Company’s named executive officers, who satisfied certain eligibility requirements. In April 2022, the Company established its own 401(k) Plan, with participation offered for the benefit of the employees, including the Company’s named executive officers, who satisfy certain eligibility requirements.

As of June 30, 2023, all of the Company's facilities are owned or leased by an entity affiliated with the Company’s Chairman (Note 7). The Company pays for the use of these facilities through its services agreements with ICL.

Exclusive License, Intellectual Property and Common Unit Purchase Agreement

In June 2021, ICL and the Company, through Rani LLC, entered into an Amended and Restated Exclusive License Agreement which replaced the 2012 Exclusive License Agreement between ICL and Rani LLC, as amended in 2013, and terminated the 2012 Intellectual Property Agreement between ICL and Rani LLC, as amended in June 2013. Under the Amended and Restated Exclusive License Agreement, the Company has a fully paid, exclusive license under certain scheduled patents related to optional features of the device and certain other scheduled patents to exploit products covered by those patents in the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine. The Company covers patent-related expenses and, after a certain period, the Company will have the right to acquire four specified United States patent families from ICL by making a one-time payment of $0.3 million to ICL for each United States patent family that the

Company desires to acquire, up to $1.0 million in the aggregate. This payment will not become an obligation until the fifth anniversary of the Amended and Restated Exclusive License Agreement. The Amended and Restated Exclusive License Agreement will terminate when there are no remaining valid claims of the patents licensed under the Amended and Restated Exclusive License Agreement. Additionally, the Company may terminate the Amended and Restated Exclusive License Agreement in its entirety or as to any particular licensed patent upon notification to ICL of such intent to terminate.

Non-Exclusive License Agreement between Rani and ICL (“Non-Exclusive License Agreement”)

In June 2021, the Company, through Rani LLC, entered into the Non-Exclusive License Agreement with ICL a related party, pursuant to which the Company granted ICL a non-exclusive, fully-paid license under specified patents that were assigned from ICL to the Company. Additionally, the Company agreed not to license these patents to a third party in a specific field outside the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine, if ICL can prove that it or its sublicensee has been in active development of a product covered by such patents in that specific field. ICL may grant sublicenses under this license to third parties only with the Company’s prior approval. The Non-Exclusive License Agreement will continue in perpetuity unless earlier terminated.

Intellectual Property Agreement with Mir Imran (the “Mir Agreement”)

In June 2021, the Company, through Rani LLC, entered into the Mir Agreement, pursuant to which the Company and Mir Imran agreed that the Company would own all intellectual property conceived (i) using any of the Company’s people, equipment, or facilities or (ii) that is within the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine. Neither the Company nor Mir Imran may assign the Mir Agreement to any third party without the prior written consent of the other party. The initial term of the Mir Agreement is three years, which can be extended upon mutual consent of the parties. The Mir Agreement may be terminated by either party for any reason within the initial three-year term upon providing three months’ notice to the other party.

Tax Receivable Agreement

Certain parties to the TRA, entered into in August 2021 pursuant to the IPO and Organizational Transactions are related parties of the Company. The TRA provides that the Company pay to such entities and individuals 85% of the amount of tax benefits, if any, it is deemed to realize from exchanges of Paired Interests (Note 2). During the six months ended June 30, 2023 and 2022, these parties to the TRA exchanged zero and 2,309,490 Paired Interests, respectively, that resulted in tax benefits subject to the TRA (Note 12).

Registration Rights Agreement

In connection with the IPO, the Company entered into a Registration Rights Agreement. ICL and its affiliates are parties to this agreement. The Registration Rights Agreement provides certain registration rights whereby, at any time following the IPO and the expiration of any related lock-up period, ICL and its affiliates can require the Company to register under the Securities Act of 1933, as amended (the “Securities Act”) shares of Class A common stock issuable to ICL and its affiliates upon, at the Company’s election, redemption or exchange of their Paired Interests. The Registration Rights Agreement also provides for piggyback registration rights. In March 2022, certain holders of the Company's Class A common stock considered to be related parties were made parties to the Registration Rights Agreement. As a result of certain stockholders exercising their registration rights under the Registration Rights Agreement, in December 2022, the Company filed a registration statement on Form S-3 to register 6,009,542 shares of Class A common stock of the Company held by certain of its stockholders.

Rani LLC Agreement

The Company operates its business through Rani LLC. In connection with the IPO, the Company and the Continuing LLC Owners, including ICL and its affiliates, entered into the Rani LLC Agreement. The governance of Rani LLC, and the rights and obligations of the holders of LLC Interests, are set forth in the Rani LLC Agreement. As Continuing LLC Owners, ICL and its affiliates are entitled to exchange, subject to the terms of the Rani LLC Agreement, Paired Interests for Class A common stock of the Company; provided that, at the Company’s election, the Company may effect a direct exchange of such Class A common stock or make a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Paired Interest redeemed.

During the six months ended June 30, 2023 and 2022, certain parties to the Rani LLC Agreement exchanged zero and 2,309,490 Paired Interests, respectively, for an equal number of shares of the Company's Class A common stock.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Net Loss Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

13. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per Class A common share attributable to Rani Holdings (in thousands, except per share data):


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc.	$	(9,303	)	$	(7,624	)	$	(17,675	)	$	(13,847	)
Denominator:
Weighted average Class A common share outstanding—basic and diluted		25,345			24,371			25,293			22,930
Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc.—basic and diluted	$	(0.37	)	$	(0.31	)	$	(0.70	)	$	(0.60	)


	As of June 30,
	2023		2022
Paired Interests		24,116		24,664
Stock options		6,414		3,688
Restricted stock units		1,756		970
Non-corresponding Class A Units		1,387		1,387
Shares issuable pursuant to the ESPP		82		30
Warrants		76		—
Restricted stock awards		51		86
		33,882		30,825

Shares of Class B Common Stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B Common Stock under the two-class method has not been provided. The outstanding shares of Class B Common Stock were determined to be anti-dilutive for the six months ended June 30, 2023. Therefore, they are not included in the computation of net loss per Class A common share attributable to Rani Holdings.

Long-Term Debt - Future principal payments for the Company's debt (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Long-Term Debt, Unclassified [Abstract]
2023 (remaining six months)	$ 0
2024	5,000
2025	15,000
2026	10,000
Total principal payments	30,000
Less: amount representing debt discount	(735)
Total long-term debt	$ 29,265

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Long Term Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Future Principal Payments for the Company's Debt

As of June 30, 2023, future principal payments for the Company’s debt are as follows (in thousands):


Year ending December 31,
2023 (remaining six months)	$	—
2024		5,000
2025		15,000
2026		10,000
Total principal payments	$	30,000
Less: amount representing debt discount		(735	)
Total long-term debt	$	29,265

Commitments and Contingencies - Additional Information (Details) - Paired Interest $ in Millions	Jun. 30, 2023 USD ($)
Maximum
Loss Contingencies [Line Items]
Income tax payable, amount	$ 22.9
Minimum
Loss Contingencies [Line Items]
Income tax payable, amount	$ 0.0

Warrants

6 Months Ended

Jun. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

8. Warrants

In August 2022, in conjunction with a loan and security agreement (Note 11), the Company issued warrants to purchase 76,336 shares of the Company's Class A common stock. The warrants are exercisable for a period of five years from the grant date, as may be adjusted for certain anti-dilution adjustments, dividends, stock splits, and reverse stock splits, at an exercise price per share equal to $11.79, which may be net share settled at the option of the holder. As of June 30, 2023, there were 76,336 warrants outstanding.

The warrants were determined to be equity classified Level 3 securities with a fair value totaling $0.5 million, estimated on the date of issuance using the Black-Scholes valuation model which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. Such assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Long-Term Debt (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Aug. 31, 2022	Jun. 30, 2023
Debt Instrument [Line Items]
Debt instrument face amount	$ 15.0
Warrant exercise price	$ 11.79
Interest Rate On Loan		0.1534%
Minimum
Debt Instrument [Line Items]
Interest Rate On Loan	5.60%
Maximum
Debt Instrument [Line Items]
Interest Rate On Loan	0.1035%
Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Warrant exercise price	$ 11.79
Debt Instrument Maturity Date	Aug. 01, 2026
Loan and Security Agreement [Member] \| Avenue Venture Opportunity Fund L.P Member
Debt Instrument [Line Items]
Maximum Borrowing Capacity	$ 45.0
Debt instrument face amount	15.0
Loan and Security Agreement [Member] \| Avenue Venture Opportunity Fund L.P Member \| Minimum
Debt Instrument [Line Items]
Proceeds from Issuance of Debt	15.0
Loan and Security Agreement [Member] \| Avenue Venture Opportunity Fund L.P Member \| Maximum
Debt Instrument [Line Items]
Remaining Borrowing Capacity	$ 30.0
Preferred unit warrant liability \| Loan and Security Agreement [Member] \| Avenue Venture Opportunity Fund L.P Member
Debt Instrument [Line Items]
Securities purchase in exchange for warrant	76,336

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended		12 Months Ended
	Aug. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Aug. 31, 2021
Related Party Transaction [Line Items]
Lessee, Operating Lease, Description		The Rani LLC-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated; except that the Occupancy Services in Milpitas, California have a term until February 2024, following an extension granted in July 2022, with the potential for one additional annual renewal, subject to approval by the landlord upon a nine months’ notice of renewal prior to the end of the lease term, and the Occupancy Services in San Antonio, Texas continue until either party gives six months’ notice of termination.
Aggregate desired patent acquisition		$ 1,000
Service agreement term		pursuant to which ICL agreed to rent a specified portion of its facility in San Jose, California to RMS. Additionally, RMS and ICL agreed to provide personnel services to the other upon requests based on rates specified in the RMS-ICL Service Agreement. In April 2022, RMS assigned the RMS-ICL Service
Stock-based compensation expense		$ 9,556	$ 6,881
Tax Receivable Agreement [Member]
Related Party Transaction [Line Items]
Exchange of paired interests		0	2,309,490,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock units issued		25,517,000		25,295,000
Proceeds from Issuance of Common Stock	$ 150,000
Common Class A [Member] \| Rani Therapeutics Holdings Inc. [Member]
Related Party Transaction [Line Items]
Conversion of stock, shares		0	2,309,490,000
Exchange Of Common Units					12,047,925
Common Class A [Member] \| Registration Rights Agreement [Member]
Related Party Transaction [Line Items]
Issuance of common stock, shares				6,009,542,000
ICL
Related Party Transaction [Line Items]
One time patent payment to related party		$ 300

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain prior period amounts have been reclassified to be consistent with current period presentation.

The Company operates and controls all of the business and affairs of Rani LLC and, through Rani LLC conducts its business. Because the Company manages and operates the business and controls the strategic decisions and day-to-day operations of Rani LLC and also has a substantial financial interest in Rani LLC, the Company consolidates the financial results of Rani LLC, and a portion of its net loss is allocated to the non-controlling interests in Rani LLC held by the Continuing LLC Owners. All intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to Form 10-Q of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state the financial position and the results of the Company's operations and cash flows for interim periods in accordance with U.S. GAAP. All such adjustments are of a normal, recurring nature. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any future period.

The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the 2022 consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2023.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. The Company evaluates its estimates on an ongoing basis. The Company bases its estimates on its historical experience and also on assumptions that we believe are reasonable; however, actual results may differ materially and adversely from these estimates.

Significant Accounting Policies

A description of the Company’s significant accounting policies is included in the audited consolidated financial statements within its Annual Report on Form 10-K for the year ended December 31, 2022. Except as noted below, there have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2023.

Concentrations of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains accounts in federally insured financial institutions in excess of federally insured limits. The Company also holds money market funds that are not federally insured. However, management believes the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which these deposits are held and of the money market funds and other entities in which these investments are made.

Cash, Cash Equivalents and Restricted Cash Equivalents


	Six Months Ended June 30,
	2023		2022
End of Period:
Cash and cash equivalents	$	7,552	$	97,181
Restricted cash equivalents		500		—
Total cash, cash equivalents and restricted cash equivalents	$	8,052	$	97,181

Marketable Securities

The Company regularly reviews its investments for declines in fair value below their amortized cost basis to determine whether the impairment is due to credit-related factors or noncredit-related factors. The Company's review includes the creditworthiness of the security issuers, the severity of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of its amortized cost bases. When the Company determines that a portion of the unrealized loss is due to an expected credit loss, the Company recognizes the loss amount in Other income (expense), net, with a corresponding allowance against the carrying value of the security the Company holds. The portion of the unrealized loss related to factors other than credit losses is recognized in Accumulated other comprehensive loss. The Company has made an accounting policy election to not measure an allowance for credit loss for accrued interest receivables and will recognize a credit loss for accrued interest receivables when the loss becomes probable and estimable. As of June 30, 2023, interest income receivable recorded as a component of prepaid expenses and other current assets on the condensed consolidated balance sheet totaled $0.2 million.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

As of June 30, 2023 and 2022, the carrying values of current assets and liabilities approximates fair value due to their short-term nature, respectively. The fair value of the Company’s long-term debt approximated its carrying value based on borrowing rates currently available to the Company for debt with similar terms and maturities (Level 2 inputs).

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument.

Tax Receivable Agreement

In August 2021, in connection with the IPO and Organizational Transactions, the Company entered into a tax receivable agreement ("TRA") with certain of the Continuing LLC Owners. The TRA provides that the Company pay to such Continuing LLC Owners 85% of the amount of tax benefits, if any, it is deemed to realize (calculated using certain assumptions) as a result of (i) increases in the tax basis of assets of Rani LLC resulting from (a) any future redemptions or exchanges of Paired Interests or non-corresponding Class A Units of Rani LLC and (b) payments under the TRA and (ii) certain other benefits arising from payments under the TRA (collectively the “Tax Attributes”).

A liability for the payable to parties subject to the TRA, and a reduction to stockholders’ equity, is accrued when (i) an exchange of a Paired Interest or non-corresponding Class A Units of Rani LLC has occurred and (ii) when it is deemed probable that the Tax Attributes associated with the exchange will be used to reduce the Company’s taxable income based on the contractual percentage of the benefit of Tax Attributes that the Company expects to receive over a period of time (Note 12).

Comprehensive Loss

Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and/or circumstances from non-owner sources. Other comprehensive loss represents changes in fair value of the Company's available-for-sale marketable securities.

Net Loss Per Class A Common Share Attributable to Rani Holdings

Basic net loss per Class A common share attributable to Rani Holdings is computed by dividing net loss attributable to the Company by the weighted average number of Class A common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per Class A common share is computed giving effect to all potentially dilutive shares. Diluted net loss per Class A common share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

Non-Controlling Interest

Non-controlling interest ("NCI") represents the portion of income or loss, net assets and comprehensive loss of the Company's consolidated subsidiary that is not allocable to Rani Holdings based on the Company's percentage of ownership of Rani LLC.

In August 2021, based on the Organizational Transactions, Rani Holdings became the sole managing member of Rani LLC. As of June 30, 2023, Rani Holdings held approximately 50% of the Class A Units of Rani LLC, and approximately 50% of the outstanding Class A Units of Rani LLC are held by the Continuing LLC Owners. Therefore, the Company reports NCI based on the Class A Units of Rani LLC held by the Continuing LLC Owners on its condensed consolidated balance sheet as of June 30, 2023. Income or loss attributed to the NCI in Rani LLC is based on the Class A Units outstanding during the period for which the income or loss is generated and is presented on the condensed consolidated statements of operations and comprehensive loss.

Future exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC will result in a change in ownership and reduce or increase the amount recorded as NCI and increase or decrease additional paid-in-capital when Rani LLC has positive or negative net assets, respectively. From the date of the Organizational Transactions to June 30, 2023, there were 5,173,947 exchanges of Paired Interests and 158,051 exchanges of non-corresponding Class A Units of Rani LLC for an equal number of shares of the Company's Class A common stock.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Unaudited Interim Condensed Consolidated Financial Statements

Use of Estimates

Significant Accounting Policies

Concentrations of Credit Risk and Other Risks and Uncertainties

Cash and Cash Equivalents

Cash, Cash Equivalents and Restricted Cash Equivalents


	Six Months Ended June 30,
	2023		2022
End of Period:
Cash and cash equivalents	$	7,552	$	97,181
Restricted cash equivalents		500		—
Total cash, cash equivalents and restricted cash equivalents	$	8,052	$	97,181

Marketable Securities

Fair Value of Financial Instruments

Level 1—Quoted prices in active markets for identical assets or liabilities.

Tax Receivable Agreement

Comprehensive Loss

Net Loss Per Class A Common Share Attributable to Rani Holdings

Non-controlling Interest

Non-Controlling Interest

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued Liabilities [Abstract]
Payroll and related	$ 2,391	$ 394
Accrued preclinical and clinical trial costs	554	1,130
Accrued interest	284	69
Accrued professional fees	82	165
Related party payable	0	53
Other	531	538
Total accrued expenses and other current liabilities	$ 3,842	$ 2,349

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

The Company’s effective income tax rate was zero and (0.51)% for the six months ended June 30, 2023 and 2022, respectively. As a result of the exchanges from the date of the Organizational Transactions to June 30, 2023, the Company recorded a $18.7 million deferred tax asset related to income tax benefit associated with the basis of the net assets of Rani LLC. Because of the Company’s history of operating losses, the Company believes that recognition of the deferred tax assets arising from such future income tax benefits is currently not more-likely-than-not to be realized and, accordingly, has recognized a full valuation allowance on its deferred tax assets.

There were no material changes to uncertain tax positions for the six months ended June 30, 2023 and 2022, and the Company does not anticipate material changes within the next twelve months.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Amounts Charged for Services and Rent


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	299	$	286	$	609	$	526
General and administrative		61		53		133		116
Total	$	360	$	339	$	742	$	642

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (18,664)	$ (15,966)	$ (35,496)	$ (29,794)
Other comprehensive loss
Net unrealized(loss) gain on marketable securities	(107)	0	19	0
Comprehensive loss	(18,771)	(15,966)	(35,477)	(29,794)
Comprehensive loss attributable to non-controlling interest	(9,415)	(8,342)	(17,811)	(15,947)
Comprehensive loss attributable to Rani Therapeutics Holdings, Inc.	$ (9,356)	$ (7,624)	$ (17,666)	$ (13,847)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Accrued Liabilities [Abstract]

Schedule of Accrued Expenses

Accrued expenses and other current liabilities consist of the following (in thousands):


	June 30,		December 31,
	2023		2022
Payroll and related	$	2,391	$	394
Accrued preclinical and clinical trial costs		554		1,130
Accrued interest		284		69
Accrued professional fees		82		165
Related party payable		—		53
Other		531		538
Total accrued expenses and other current liabilities	$	3,842	$	2,349

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 08, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Registrant Name	RANI THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	0001856725
Entity File Number	001-40672
Entity Tax Identification Number	86-3114789
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2051 Ringwood Avenue
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	457-3700
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RANI
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		25,531,772
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		24,116,444
Common Class C [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock authorized	20,000,000	20,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common Class A [Member]
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	800,000,000	800,000,000
Common stock shares issued	25,517,000	25,295,000
Common stock shares outstanding	25,517,000	25,295,000
Common Class B [Member]
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	40,000,000	40,000,000
Common stock shares issued	24,116,000	24,116,000
Common stock shares outstanding	24,116,000	24,116,000
Common Class C [Member]
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	20,000,000	20,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	0

Cash, Cash Equivalents, Restricted Cash Equivalents and Marketable Securities - Summary of ash, cash equivalents, restricted cash equivalents and marketable securities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Amortized cost	$ 74,337	$ 97,437
Gross unrealized Gains	0	0
Gross Unrealized loss		(149)
Estimated Fair Value	74,207	97,288
Money Market Funds [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	500	500
Gross unrealized Gains	0	0
Gross Unrealized loss	0	0
Estimated Fair Value	500	500
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	52,339	36,563
Gross unrealized Gains	0	0
Gross Unrealized loss	(95)	(107)
Estimated Fair Value	52,244	36,456
Commercial Paper [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	6,934	26,631
Gross unrealized Gains	0	0
Gross Unrealized loss	0	0
Estimated Fair Value	6,925	26,631
Corporate Debt Securities [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	7,912	6,939
Gross unrealized Gains	0	0
Gross Unrealized loss	(27)	(39)
Estimated Fair Value	7,885	6,900
International government
Cash and Cash Equivalents [Line Items]
Amortized cost		1,491
Gross unrealized Gains		0
Gross Unrealized loss		(3)
Estimated Fair Value		1,488
Cash Equivalents [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	6,652	25,313
Gross unrealized Gains	0	0
Gross Unrealized loss	0	0
Estimated Fair Value	6,653	25,313
Cash Equivalents [Member] \| Money Market Funds [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	2,660	25,313
Gross unrealized Gains	0	0
Gross Unrealized loss	0	0
Estimated Fair Value	2,660	25,313
Cash Equivalents [Member] \| US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	3,992
Gross unrealized Gains	1
Gross Unrealized loss	0
Estimated Fair Value	3,993
Marketable securities
Cash and Cash Equivalents [Line Items]
Amortized cost	67,185	71,624
Gross unrealized Gains	0	0
Gross Unrealized loss	(131)	(149)
Estimated Fair Value	67,054	71,475
Cash, equivalents and restricted cash equivalents [Member]
Cash and Cash Equivalents [Line Items]
Amortized cost	7,152	25,813
Gross unrealized Gains	0	0
Gross Unrealized loss	0	0
Estimated Fair Value	$ 7,153	$ 25,813

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted net loss per share	33,882	30,825
Paired Interests
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted net loss per share	24,116	24,664
Stock options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted net loss per share	6,414	3,688
Restricted stock units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted net loss per share	1,756	970
Non-corresponding Class A Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted net loss per share	1,387	1,387
Shares issuable pursuant to the ESPP
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted net loss per share	82,000	30,000
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted net loss per share	76,000	0
Restricted Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of diluted net loss per share	51	86

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies

Legal Proceedings

In the ordinary course of business, the Company may be subject to legal proceedings, claims and litigation as the Company operates in an industry susceptible to patent legal claims. The Company accounts for estimated losses with respect to legal proceedings and claims when such losses are probable and estimable. Legal costs associated with these matters are expensed when incurred. The Company is currently involved in several opposition proceedings at the European Patent Office, all of which were asserted against us by Novo Nordisk AS. The ultimate outcome of this matter as a loss is not probable nor is there any amount that is reasonably estimable. However, the outcome of the opposition proceedings could impact the Company’s ability to prevent third parties from commercializing in Europe products with characteristics similar to those of the Company’s RaniPill technology.

Tax Receivable Agreement

The Company is party to a TRA with certain of the Continuing LLC Owners (Note 2). As of June 30, 2023, the Company has not recorded a liability under the TRA related to the income tax benefits originating from the exchanges of Paired Interest or non-corresponding Class A Units of Rani LLC as it is not probable that the Company will realize such tax benefits. To the extent the Company is able to realize the income tax benefits associated with the exchanges of Paired Interest or non-corresponding Class A Units of Rani LLC subject to the TRA, the TRA payable would range from zero to $22.9 million at June 30, 2023.

The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Should the Company determine that the payment of the TRA liability becomes probable at a future date based on new information, any changes will be recorded on the Company's condensed consolidated statement of operations and comprehensive loss at that time.