Proxy Results, Corporate Action, Amendments to Bylaws, Termination of Material Agreement (Form 8-K)

On October 16, 2025, Rani Therapeutics Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement"), with certain purchasers, pursuant to which the Company agreed to implement certain governance changes, including amendments to its organizational documents and the termination of certain existing agreements.

As contemplated by the Purchase Agreement, on December 31, 2025, the Company entered into a Tax Receivable Agreement Termination and Release Agreement (the "TRA Termination Agreement") by and between the Company and InCube Labs, LLC (acting on behalf of all the TRA Parties (as defined therein)), pursuant to which the parties agreed to terminate that certain Tax Receivable Agreement, dated August 3, 2021 (the "TRA") and disclaim any rights or interests thereunder. As a result of the termination, the Company has no further obligations under the TRA, and no tax benefit payments or early termination payments were required in connection with such termination. The TRA Termination Agreement provides for the mutual release of the parties from all obligations under the TRA, effective as of December 31, 2025.

The information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.

As a result of the adoption of the Amended and Restated Certificate of Incorporation (as so amended and restated, the "Restated Charter"), the rights of holders of the Company's common stock were materially modified, including, among other things, a reduction in the voting power of the Company's Class B common stock from ten (10) votes per share to one (1) vote per share. In addition, the adoption of the Restated Charter eliminated the ability of the Company's stockholders to act by written consent and included certain additional stockholder protective provisions.

Amendment to Certificate of Incorporation

In connection with the governance changes contemplated by the Purchase Agreement, on December 31, 2025, the Company filed the Restated Charter with the Secretary of State of the State of Delaware, which became effective upon such filing.

As contemplated thereby, the Restated Charter, among other things, provides for:

The foregoing description of the Restated Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Charter, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Amendment to Bylaws

In connection with the adoption of the Restated Charter, on December 31, 2025, the Company also adopted Amended and Restated Bylaws (the "Bylaws"), which became effective on such date. The Bylaws were adopted to reflect conforming changes resulting from the adoption of the Restated Charter.

The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.

Sixth Amended and Restated LLC Agreement

In connection with the adoption of the Restated Charter, on December 31, 2025, the Company entered into a Sixth Amended and Restated Limited Liability Company Agreement (the "LLC Agreement") which became effective as of such date. The LLC Agreement was amended and restated to reflect conforming changes resulting from the adoption of the Restated Charter.

The foregoing description of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the LLC Agreement, which will be filed as an exhibit to the Company's Annual Report on Form 10-Kfor the year ending December 31, 2025.

The information set forth in Item 5.03 above is incorporated by reference into this Item 5.07.

On November 24, 2025, the holder of a majority of the voting power of the Company's outstanding capital stock (the "Majority Holder") approved, by written consent in lieu of a meeting of stockholders pursuant to Sections 228, 242 and 245 of the DGCL, (i) the issuance of shares of the Company's Class A Common Stock upon the exercise of certain common stock purchase warrants issued pursuant to the Purchase Agreement, in accordance with Nasdaq Listing Rule 5635(d) and (ii) the adoption to the Restated Charter.

Under Delaware law, no meeting of stockholders was required to effect the foregoing actions. The Company filed a Schedule 14C Information Statement with the Securities and Exchange Commission on December 5, 2025, to provide notice of the actions taken by written consent, and such actions taken by written consent became effective on December 31, 2025 (20 days after the Information Statement was mailed to holders of the Company's common stock on December 10, 2025).