13D Filings
RANI THERAPEUTICS HOLDINGS, INC.
RANI
Amendment
Ownership

9.90%

Total Shares

11,322,961

Issuer CIK

1856725

Event Date

May 25, 2026

Accepted

May 28, 2026, 05:47 PM

Reporting Persons (5)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Srinivas Akkaraju
Individual
9.90%11,322,961011,322,961
Samsara BioCapital, L.P.
Partnership
5.00%5,661,48105,661,481
Samsara BioCapital GP, LLC
Other
5.00%5,661,48105,661,481
Samsara Opportunity Fund, L.P.
Partnership
5.00%5,661,48005,661,480
Samsara Opportunity Fund GP, LLC
Other
5.00%5,661,48005,661,480
Disclosure Items (4)

Security Title

Class A Common Stock, $0.0001 par value per share

Issuer Name

RANI THERAPEUTICS HOLDINGS, INC.

Issuer Address

2051 RINGWOOD AVENUE, SAN JOSE, CA, 95131

Item 3 of the Statement is hereby amended and supplemented as follows: On May 26, 2026, Samsara LP and Samsara Opportunity Fund, and other unrelated institutional investors, entered into a securities purchase agreement with the Issuer, pursuant to which Samsara LP and Samsara purchased 934,580 and 934,579 shares of Class A common stock, respectively, at a price of $1.07 per share from the Issuer in a registered direct offering (the "May 2026 Offering"). The May 2026 Offering closed on May 27, 2026. The aggregate purchase price for all securities acquired by Samsara LP and Samsara Opportunity Fund in the May 2026 Offering was $2 million, which was funded by the working capital of each of Samsara LP and Samsara Opportunity Fund.

Percentage of Class

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of Class A common stock and percentages of the shares of Class A common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 99,912,515 shares of Class A common stock outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026 and (ii) 12,476,637 shares of Class A common stock issued in the May 2026 Offering, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on May 27, 2026, and giving effect to Warrants, to the extent exercisable within 60 days hereof, as referenced herein. As of the date of the filing of this Schedule 13D/A, Dr. Akkaraju beneficially owns 9.99% of the outstanding Class A common stock. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 of Dr. Akkaraju's cover page has been rounded down to 9.9%. The Reporting Persons' beneficial ownership of the Issuer's securities consists of (i) 5,184,580 shares of Class A common stock directly held by Samsara LP; (ii) Pre-Funded Warrants exercisable for up to 8,250,000 shares of Class A common directly held by Samsara LP; (iii) Common Warrants exercisable for up to 12,500,000 shares of Class A common stock or Pre-Funded Warrants directly held by Samsara LP; (iv) 5,184,579 shares of Class A common stock directly held by Samsara Opportunity Fund; (v) Pre-Funded Warrants exercisable for up to 8,250,000 shares of Class A common directly held by Samsara Opportunity Fund; and (vi) Common Warrants exercisable for up to 12,500,000 shares of Class A common stock or Pre-Funded Warrants directly held by Samsara Opportunity Fund. Each of the Pre-Funded Warrants and the Common Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the Class A common stock outstanding. Each of Samsara LP and Samsara Opportunity Fund is currently prohibited from exercising the Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 11,322,961 shares of Class A common stock. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund.

Number of Shares

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of Class A common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

Transactions

Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

Shareholders

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

Date of 5% Ownership

Not applicable.

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D filed with the SEC on October 30, 2025).