As filed with the U.S. Securities and Exchange Commission on March 20, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rani Therapeutics Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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86-3114789 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
2051 Ringwood Avenue
San Jose, California 95131
(Address of Principal Executive Offices) (Zip code)
Rani Therapeutics Holdings, Inc. 2021 Equity Incentive Plan
Rani Therapeutics Holdings, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Talat Imran
Chief Executive Officer
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, California 95131
(408) 457-3700
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Josh Seidenfeld Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
Accelerated filer |
Non-accelerated filer |
Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
PART I
EXPLANATORY NOTE AND GENERAL INSTRUCTION E INFORMATION
The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 2,507,647 shares of Class A common stock under the Rani Therapeutics Holdings, Inc. 2021 Equity Incentive Plan and an additional 100,000 shares of Class A common stock under the Rani Therapeutics Holdings, Inc. 2021 Employee Stock Purchase Plan, pursuant to the provisions of each plan which provide for annual automatic increases in the number of shares of Class A common stock reserved for issuance under each respective plan.
The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 of the Registrant relating to the same employee benefit plans set forth herein are effective. Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the registration statements on Form S-8 relating to the 2021 Equity Incentive Plan and the 2021 Employee Stock Purchase Plan filed by the Registrant with the Securities and Exchange (the “SEC”) on August 3, 2021 (File No. 333-2584150), on March 31, 2022 (File No. 333-264018) and on March 22, 2023 (File No. 333-270747).
PART II
Item 3. Incorporation Of Certain Documents By Reference.
The following documents filed by Rani Therapeutics Holdings, Inc. (the “Registrant”) with the Commission are incorporated by reference into this Registration Statement:
All other reports and documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on March 20, 2024.
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Rani Therapeutics Holdings, Inc. |
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By: |
/s/ Talat Imran |
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Talat Imran |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Talat Imran and Svai Sanford, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Talat Imran |
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Chief Executive Officer and Director |
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March 20, 2024 |
Talat Imran |
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(Principal Executive Officer) |
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/s/ Svai Sanford |
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Chief Financial Officer |
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March 20, 2024 |
Svai Sanford |
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(Principal Financial and Accounting Officer) |
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/s/ Dennis Ausiello |
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Director |
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March 20, 2024 |
Dennis Ausiello |
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/s/ Jean-Luc Butel |
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Director |
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March 20, 2024 |
Jean-Luc Butel |
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/s/ Laureen DeBuono |
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Director |
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March 20, 2024 |
Laureen DeBuono |
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/s/ Andrew Farquharson |
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Director |
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March 20, 2024 |
Andrew Farquharson |
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/s/ Mir Imran |
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Director |
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March 20, 2024 |
Mir Imran |
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/s/ Maulik Nanavaty |
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Director |
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March 20, 2024 |
Maulik Nanavaty |
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/s/ Lisa Rometty |
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Director |
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March 20, 2024 |
Lisa Rometty |
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March 20, 2024
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, California 95131
Ladies and Gentlemen:
We have acted as counsel to Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering an offering of up to 2,607,647 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), consisting of (a) 2,507,647 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) and (b) 100,000 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
Rani Therapeutics Holdings, Inc.
March 20, 2024
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours, |
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Cooley LLP |
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By: |
/s/ Josh Seidenfeld |
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Josh Seidenfeld |
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Rani Therapeutics Holdings, Inc. 2021 Equity Incentive Plan and Rani Therapeutics Holdings, Inc. 2021 Employee Stock Purchase Plan of Rani Therapeutics Holdings, Inc. of our report dated March 20, 2024, with respect to the consolidated financial statements of Rani Therapeutics Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
March 20, 2024
CALCULATION OF FILING FEE TABLES
Form S-8
(Form Type)
Rani Therapeutics Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Equity |
Class A common stock, $0.0001 par value per share, reserved for issuance pursuant to the 2021 Equity Incentive Plan |
Other(2) |
2,507,647(4) |
$3.20 |
$8,024,470.40 |
.0001476 |
$1,184.41 |
Equity |
Class A Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2021 Employee Stock Purchase Plan |
Other(3) |
100,000(5) |
$2.72 |
$272,000.00 |
.0001476 |
$40.15 |
Total Offering Amounts |
$8,296,470.40 |
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$1,224.56 |
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Total Fee Offsets |
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— |
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Net Fee Due |
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$1,224.56 |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock (“Class A Common Stock”) of Rani Therapeutics Holdings, Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Equity Incentive Place (the “2021 Plan”), or the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Class A Common Stock. |
(2) |
Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $3.20 per share, which is the average of the high and low prices of the Class A Common Stock as reported on The Nasdaq Global Market on March 14, 2024 (rounded up to the nearest cent). |
(3) |
Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $2.72 per share, which is the average of the high and low prices of the Class A Common Stock as reported on The Nasdaq Global Market on March 14, 2024 (rounded up to the nearest cent), multiplied by 85%, which is the percentage of the price per share applicable to purchasers under the 2021 ESPP. |
(4) |
Represents additional shares of Class A Common Stock reserved for future grant under the 2021 Plan as a result of the automatic increase in shares reserved thereunder on January 1, 2024 pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such provision, an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2021 Plan on January 1st of each calendar year, starting on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to: (a) 5% of the total number of shares of all classes of the Registrant’s common stock outstanding on December 31st of the immediately preceding calendar year; or (b) a lesser number of shares as the Registrant’s board of directors (the “Board”) may designate no later than December 31st of the immediately preceding year. |
(5) |
Represents additional shares of Class A Common Stock reserved for issuance under the ESPP as a result of the automatic increase in shares reserved thereunder on January 1, 2024 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1st of each calendar year, starting on January 1, 2022 and ending on (and including) January 1, 2031. The number of shares added each year will be equal to the lesser of: (a) 1% of the total number of shares of all classes of the Registrant’s common stock outstanding on December 31st of the immediately preceding calendar year; (b) 100,000 shares; or (c) a lesser number of shares as the Board may designate no later than December 31st of the immediately preceding year. |