Securities Purchase Agreement On October 16, 2025, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain accredited investors, including Samsara LP and Samsara Opportunity Fund (the "Purchasers"), pursuant to which the Issuer agreed to issue and sell in a private placement (the "Private Placement") (i) 42,633,337 shares of Class A common stock (the "Shares"); (ii) pre-funded warrants to purchase up to an aggregate of 82,366,667 shares of Class A Common Stock (the "Pre-Funded Warrants"); and associated warrants to purchase up to an additional 125,000,004 shares of Class A common stock or pre-funded warrants (the "Common Warrants" and, together with the Pre-Funded Warrants, the "Warrants");. Pursuant to the Purchase Agreement, the purchase price of the Shares to institutional Purchasers, including Samsara LP and Samsara Opportunity Fund, was $0.48 per share and associated Common Warrant. The purchase price of the Pre-Funded Warrants to the institutional Purchasers, including Samsara LP and Samsara Opportunity Fund, was $0.4799 per Pre-Funded Warrant and associated Common Warrant. The Private Placement closed on October 23, 2025 (the "Closing Date"). Each of Samsara LP and Samsara Opportunity Fund purchased 4,250,000 Shares and Pre-Funded Warrants to purchase up to 8,250,000 shares of Class A common stock, along with associated Common Warrants to purchase up to 12,500,000 shares of Class A common stock or Pre-Funded Warrants, for total consideration of $6,000,000. Each of Samsara LP and Samsara Opportunity Fund funded its purchase of such securities from capital contributions from its respective general and limited partners. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, a copy of which is filed as Exhibit 99.2 hereto and incorporated by reference herein.

Registration Rights Agreement In connection with the private placement, the Issuer and the investors in the private placement, including Samsara LP and Samsara Opportunity Fund, entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Issuer has agreed to file registration statements under the Securities Act of 1933, as amended (the "Securities Act"), with the SEC, covering the resale of the shares issued in the Private Placement, including the shares underlying the Warrants, no later than 15 days following the Closing Date, and to use reasonable best efforts to have the registration statement declared effective 45 days after the Closing Date, and in any event no later than 90 days following the Closing Date in the event of a "full review" by the SEC. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, a copy of which is filed as Exhibit 99.3 hereto and incorporated by reference herein. Pre-Funded Warrants Each Pre-Funded Warrant has an exercise price of $0.0001 per share of Class A common stock, is immediately exercisable and does not expire. Under the terms of the Pre-Funded Warrants, the Issuer may not effect the exercise of any Pre-Funded Warrant, and each of Samsara LP and Samsara Opportunity Fund will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause the holder (together with its affiliates) to own more than 9.99% of the number of shares of the Class A common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. The foregoing description of the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Pre-Funded Warrant, a copy of which is filed as Exhibit 99.4 hereto and incorporated by reference herein. Common Warrants The Common Warrants will become exercisable following the effective date of stockholder approval and have a term of five years following the initial exercise date. The Common Warrants have an exercise price of $0.48 per share. Under the terms of the Common Warrants, the Issuer may not effect the exercise of any Common Warrant, and each of Samsara LP and Samsara Opportunity Fund will not be entitled to exercise any portion of any Common Warrant, which, upon giving effect to such exercise, would cause the holder (together with its affiliates) to own more than 9.99% of the number of shares of the Class A common stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants. Additionally, the Common Warrants are not exercisable until the effective date of the approval by the Issuer's stockholders of such exercisability, in accordance with the rules of the Nasdaq Stock Market. In connection with the Private Placement, the Issuer has agreed to seek approval from its stockholders for the issuance of the shares issuable upon exercise of the Common Warrants within 75 days following the Closing Date. The foregoing description of the Common Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Common Warrant, a copy of which is filed as Exhibit 99.5 hereto and incorporated by reference herein.

Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Form of Securities Purchase Agreement, dated October 6, 2025, by and between Rani Therapeutics Holdings, Inc. and the Purchasers (incorporated herein by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on October 17, 2025 (File No. 001- 40672) Exhibit 99.3 Form of Registration Rights Agreement, dated October 6, 2025, by and between Rani Therapeutics Holdings, Inc. and the Purchasers (incorporated herein by reference to Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on October 17, 2025 (File No. 001- 40672) Exhibit 99.4 Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 10.4 to the Issuer's Form 8-K filed with the SEC on October 17, 2025 (File No. 001-40672) Exhibit 99.5 Form of Common Warrant (incorporated herein by reference to Exhibit 10.3 to the Issuer's Form 8-K filed with the SEC on October 17, 2025 (File No. 001-40672)