false000185672500018567252024-05-292024-05-29

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2024

 

 

Rani Therapeutics Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-40672

86-3114789

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2051 Ringwood Avenue

 

San Jose, California

 

95131

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (408) 457-3700

 

N/A

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

 

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

RANI

 

The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2024, Rani Therapeutics Holdings, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”). As of April 2, 2024, the record date for the Annual Meeting, there were 26,294,303 shares of Class A common stock outstanding and entitled to vote and 24,116,444 shares of Class B common stock outstanding and entitled to vote at the Annual Meeting. Holders of the Company’s Class A common stock are entitled to one vote per share and holders of the Company’s Class B common stock are entitled to ten votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting.

 

The following is a summary of the matters voted on at the Annual Meeting based on the report of the voting results by the inspector of election. The Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2024 contains a description of the following proposals considered at the Annual Meeting, each of which were approved by the Company's stockholders at the Annual Meeting as set forth below:

 

1. The Company’s stockholders elected by a majority of votes cast the director nominees below, to hold office until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified, as follows:

 

 

For

 

 

Withheld

Broker
Non-Votes

Talat Imran

225,732,680

22,627

6,341,402

Mir Imran

225,408,629

346,678

6,341,402

Dennis Ausiello

225,419,605

335,702

6,341,402

Jean-Luc Butel

225,406,754

348,553

6,341,402

Laureen DeBuono

225,390,033

365,274

6,341,402

Andrew Farquharson

225,730,127

25,180

6,341,402

Malik Nanavaty

225,387,085

368,222

6,341,402

Lisa Rometty

225,737,394

17,913

6,341,402

2. The Company’s stockholders ratified the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:

For: 232,074,532

Against: 16,231

Abstain: 5,946

 

SIGNATURES

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

 

 

 

 

Rani Therapeutics Holdings, Inc.

 

 

 

 

Date:

May 30, 2024

By:

/s/ Svai Sanford

 

 

 

Svai Sanford
Chief Financial Officer

 

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Document And Entity Information
May 29, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 29, 2024
Entity Registrant Name Rani Therapeutics Holdings, Inc.
Entity Central Index Key 0001856725
Entity Emerging Growth Company true
Entity File Number 001-40672
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 86-3114789
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
Entity Information, Former Legal or Registered Name N/A
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol RANI
Security Exchange Name NASDAQ
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