8-K
filed January 2, 2026, 6:59 PM ET
ticker RANI
CIK 0001856725
other material
confidence high
sentiment neutral
materiality 0.50
Rani Therapeutics terminates TRA, adopts governance changes reducing Class B voting to 1 vote
Rani Therapeutics Holdings, Inc.
- Terminated Tax Receivable Agreement with InCube Labs; no payments or early termination fees required.
- Amended charter reduces Class B common stock voting power from 10 to 1 vote per share.
- Eliminated stockholder written consent, classified board; added supermajority vote to amend bylaws.
- Changes approved by majority holder written consent on Nov 24, 2025; effective Dec 31, 2025.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Rani Therapeutics Holdings, Inc. issued common stock.
- Security
- common stock
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Rani Therapeutics Holdings, Inc.: Filed Restated Charter which reduces Class B voting power from 10 to 1 vote per share, eliminates stockholder ability to act by written consent, opts into Section 203 DGCL, and includes other protective provisions (effective 2025-12-31).
- Change
- charter amendment
- Effective
- 2025-12-31
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Rani Therapeutics Holdings, Inc.: Adopted Amended and Restated Bylaws to reflect conforming changes resulting from the adoption of the Restated Charter (effective 2025-12-31).
- Change
- bylaw amendment
- Effective
- 2025-12-31
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Rani Therapeutics Holdings, Inc. terminated TRA Termination Agreement with InCube Labs, LLC (effective 2025-12-31).
- Action
- termination
- Agreement
- lease
- Counterparty
- InCube Labs, LLC
- Effective
- 2025-12-31
Exact text from the filing
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”)
View on SEC.gov
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