Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | RANI THERAPEUTICS HOLDINGS, INC. | |
Entity Central Index Key | 0001856725 | |
Entity File Number | 001-40672 | |
Entity Tax Identification Number | 86-3114789 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | RANI | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,719,972 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,640,196 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 27,219 | $ 117,453 |
Marketable securities | 70,952 | 0 |
Prepaid expenses and other current assets | 2,549 | 2,142 |
Total current assets | 100,720 | 119,595 |
Restricted cash equivalents | 500 | 0 |
Property and equipment, net | 5,680 | 4,612 |
Operating lease right-of-use assets | 1,302 | 0 |
Total assets | 108,202 | 124,207 |
Current liabilities: | ||
Accounts payable | 1,790 | 1,080 |
Related party payable | 55 | 126 |
Accrued expenses | 4,357 | 1,434 |
Operating lease liability, current portion | 984 | 0 |
Total current liabilities | 7,186 | 2,640 |
Operating lease liability, less current portion | 318 | 0 |
Long-term debt | 14,091 | 0 |
Total liabilities | 21,595 | 2,640 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity / members' deficit: | ||
Preferred stock, $0.0001 par value - 20,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Additional Paid in Capital | 72,379 | 55,737 |
Accumulated other comprehensive loss | (57) | 0 |
Accumulated deficit | (30,133) | (8,331) |
Total stockholders' equity attributable to Rani Therapeutics Holdings, Inc. | 42,194 | 47,411 |
Non-controlling interest | 44,413 | 74,156 |
Total stockholders' equity | 86,607 | 121,567 |
Total liabilities and stockholders' equity | 108,202 | 124,207 |
Common Class A [Member] | ||
Stockholders' equity / members' deficit: | ||
Common stock, value | 2 | 2 |
Common Class B [Member] | ||
Stockholders' equity / members' deficit: | ||
Common stock, value | 3 | 3 |
Common Class C [Member] | ||
Stockholders' equity / members' deficit: | ||
Common stock, value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 20,000,000 | 20,000,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 800,000,000 | 800,000,000 |
Common stock shares issued | 24,720,000 | 19,712,000 |
Common stock shares outstanding | 24,720,000 | 19,712,000 |
Common Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 40,000,000 | 40,000,000 |
Common stock shares issued | 24,639,000 | 29,290,000 |
Common stock shares outstanding | 24,639,000 | 29,290,000 |
Common Class C [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Contract revenue | $ 0 | $ 0 | $ 0 | $ 2,717 |
Operating expenses | ||||
Research and development | 9,103 | 11,959 | 26,221 | 19,065 |
General and administrative | 7,239 | 15,822 | 19,748 | 21,889 |
Total operating expenses | 16,342 | 27,781 | 45,969 | 40,954 |
Loss from operations | (16,342) | (27,781) | (45,969) | (38,237) |
Other income (expense), net | ||||
Interest income and other, net | 379 | 13 | 430 | 73 |
Loss on extinguishment of debt | 0 | (700) | 0 | (700) |
Interest expense and other, net | (352) | (110) | (352) | (467) |
Change in estimated fair value of preferred unit warrant | 0 | (85) | 0 | (371) |
Loss before income taxes | (16,315) | (28,663) | (45,891) | (39,702) |
Income tax expense | 107 | (37) | (111) | (81) |
Net loss | (16,208) | (28,700) | (46,002) | (39,783) |
Comprehensive loss attributable to non-controlling interest | (8,253) | (25,558) | (24,200) | (36,641) |
Net loss attributable to Rani Therapeutics Holdings, Inc. | $ (7,955) | $ (3,142) | $ (21,802) | $ (3,142) |
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., basic | $ 0.33 | $ 0.16 | $ 0.93 | $ 0.16 |
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., diluted | $ 0.33 | $ 0.16 | $ 0.93 | $ 0.16 |
Weighted-average share outstanding basic | 24,468 | 19,437 | 23,449 | 19,437 |
Weighted-average share outstanding diluted | 24,468 | 19,437 | 23,449 | 19,437 |
Common Class A [Member] | ||||
Other income (expense), net | ||||
Net loss attributable to Rani Therapeutics Holdings, Inc. | $ (7,955) | $ (3,142) | $ (21,802) | $ (3,142) |
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., basic | $ 0.33 | $ 0.16 | $ 0.93 | $ 0.16 |
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., diluted | $ 0.33 | $ 0.16 | $ 0.93 | $ 0.16 |
Weighted-average share outstanding basic | 24,468 | 19,437 | 23,449 | 19,437 |
Weighted-average share outstanding diluted | 24,468 | 19,437 | 23,449 | 19,437 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (16,208) | $ (28,700) | $ (46,002) | $ (39,783) |
Net unrealized loss on marketable securities | (118) | (118) | ||
Comprehensive loss | (16,326) | (28,700) | (46,120) | (39,783) |
Comprehensive loss attributable to non-controlling interest | (8,314) | (25,558) | (24,261) | (36,641) |
Comprehensive loss attributable to Rani Therapeutics Holdings, Inc. | $ (8,012) | $ (3,142) | $ (21,859) | $ (3,142) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity/Convertible Preferred Units and Member's Deficit (Unaudited) - USD ($) $ in Thousands | Total | Previously Reported [Member] | Common Class A [Member] | Common Class B [Member] | Convertible Preferred [Member] | IPO [Member] | Effects of the IPO and related Organizational Transactions [Member] | Activity subsequent to the IPO and related Organizational Transactions [Member] | Members' Deficit [Member] | Members' Deficit [Member] Previously Reported [Member] | Common [Member] Common Class A [Member] | Common [Member] Common Class B [Member] | Common [Member] IPO [Member] Common Class A [Member] | Common [Member] Activity subsequent to the IPO and related Organizational Transactions [Member] Common Class A [Member] | Additional Paid in Capital [Member] | Additional Paid in Capital [Member] IPO [Member] | Additional Paid in Capital [Member] Activity subsequent to the IPO and related Organizational Transactions [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member] Effects of the IPO and related Organizational Transactions [Member] | Noncontrolling Interest [Member] Activity subsequent to the IPO and related Organizational Transactions [Member] | Accumulated Other Comprehensive Loss Member | Accumulated Deficit [Member] | Accumulated Deficit [Member] Effects of the IPO and related Organizational Transactions [Member] | Accumulated Deficit [Member] Activity subsequent to the IPO and related Organizational Transactions [Member] |
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 184,714 | |||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ (113,339) | $ (113,339) | ||||||||||||||||||||||
Issuance of Series E preferred units | 6,320 | |||||||||||||||||||||||
Exercise of warrant for common units | 13 | 13 | ||||||||||||||||||||||
Equity-based compensation | 453 | 453 | ||||||||||||||||||||||
Net loss | (5,598) | (5,598) | ||||||||||||||||||||||
Temporary Equity, Ending Balance at Mar. 31, 2021 | 191,034 | |||||||||||||||||||||||
Ending Balance at Mar. 31, 2021 | (118,471) | (118,471) | ||||||||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | 184,714 | |||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | (113,339) | (113,339) | ||||||||||||||||||||||
Settlement of Preferred Unit Warrant Liability | 691 | |||||||||||||||||||||||
Net loss | (39,783) | |||||||||||||||||||||||
Ending Balance at Sep. 30, 2021 | 131,708 | $ 2 | $ 3 | $ 54,503 | $ 80,342 | $ (3,142) | ||||||||||||||||||
Ending Balance (shares) at Sep. 30, 2021 | 19,712,000 | 29,290,000 | ||||||||||||||||||||||
Temporary Equity, Beginning Balance at Mar. 31, 2021 | 191,034 | |||||||||||||||||||||||
Beginning Balance at Mar. 31, 2021 | (118,471) | (118,471) | ||||||||||||||||||||||
Equity-based compensation | 282 | 282 | ||||||||||||||||||||||
Net loss | (5,485) | (5,485) | ||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | (123,674) | (123,674) | ||||||||||||||||||||||
Temporary Equity, Ending Balance at Jun. 30, 2021 | 191,034 | |||||||||||||||||||||||
Exercise of warrant for common units | 13 | 13 | ||||||||||||||||||||||
Forfeiture of restricted stock awards | $ 2 | $ 1 | $ 1 | $ 0 | ||||||||||||||||||||
Forfeiture of restricted stock awards, shares | 3,000 | |||||||||||||||||||||||
Effects of Organizational Transactions Shares | 12,048,000 | 29,290,000 | ||||||||||||||||||||||
Effects of Organizational Transactions | 191,725 | (191,725) | 127,263 | $ 1 | $ 3 | 18,106 | 46,352 | 0 | ||||||||||||||||
Settlement of Preferred Unit Warrant Liability | $ 691 | |||||||||||||||||||||||
Equity-based compensation | 17,042 | 1,656 | $ 17,042 | $ 646 | 1,010 | 0 | ||||||||||||||||||
Issuance of Class A common stock in connection with the IPO, net of issuance costs $10,686, shares | 7,667,000 | |||||||||||||||||||||||
Issuance of Class A common stock in connection with the IPO, net of issuance costs , amount | $ 73,648 | $ 1 | $ 73,647 | |||||||||||||||||||||
Non-controlling interest adjustment for purchase of newly issued Class A units of Rani LLC with proceeds from the IPO Net loss | (37,895) | 37,895 | ||||||||||||||||||||||
Net loss | (28,700) | $ (20,644) | $ (382) | $ (7,674) | $ (20,644) | $ (233) | $ (4,681) | $ (149) | $ (2,993) | |||||||||||||||
Ending Balance at Sep. 30, 2021 | 131,708 | $ 2 | $ 3 | 54,503 | 80,342 | (3,142) | ||||||||||||||||||
Ending Balance (shares) at Sep. 30, 2021 | 19,712,000 | 29,290,000 | ||||||||||||||||||||||
Beginning Balance at Dec. 31, 2021 | 121,567 | $ 2 | $ 3 | 55,737 | 74,156 | $ 0 | (8,331) | |||||||||||||||||
Beginning Balance (shares) at Dec. 31, 2021 | 19,712,000 | 29,290,000 | 19,712,000 | 29,290,000 | ||||||||||||||||||||
Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC | 4,675,000 | 4,517,000 | ||||||||||||||||||||||
Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC | 10,928 | (10,928) | ||||||||||||||||||||||
Equity-based compensation | 2,905 | 1,268 | 1,637 | |||||||||||||||||||||
Net loss | (13,828) | (7,605) | (6,223) | |||||||||||||||||||||
Ending Balance at Mar. 31, 2022 | 110,644 | $ 2 | $ 3 | 67,933 | 57,260 | 0 | (14,554) | |||||||||||||||||
Ending Balance (shares) at Mar. 31, 2022 | 24,387,000 | 24,773,000 | ||||||||||||||||||||||
Beginning Balance at Dec. 31, 2021 | 121,567 | $ 2 | $ 3 | 55,737 | 74,156 | 0 | (8,331) | |||||||||||||||||
Beginning Balance (shares) at Dec. 31, 2021 | 19,712,000 | 29,290,000 | 19,712,000 | 29,290,000 | ||||||||||||||||||||
Settlement of Preferred Unit Warrant Liability | 0 | |||||||||||||||||||||||
Issuance of Class A common stock in connection with the IPO, net of issuance costs $10,686, shares | 6,458,904 | |||||||||||||||||||||||
Other comprehensive loss | (57) | |||||||||||||||||||||||
Net loss | (46,002) | |||||||||||||||||||||||
Ending Balance at Sep. 30, 2022 | 86,607 | $ 2 | $ 3 | 72,379 | 44,413 | (57) | (30,133) | |||||||||||||||||
Ending Balance (shares) at Sep. 30, 2022 | 24,720,000 | 24,639,000 | 24,720,000 | 24,639,000 | ||||||||||||||||||||
Beginning Balance at Mar. 31, 2022 | 110,644 | $ 2 | $ 3 | 67,933 | 57,260 | 0 | (14,554) | |||||||||||||||||
Beginning Balance (shares) at Mar. 31, 2022 | 24,387,000 | 24,773,000 | ||||||||||||||||||||||
Forfeiture of restricted stock awards | 6 | 3 | 3 | |||||||||||||||||||||
Forfeiture of restricted stock awards, shares | 3,000 | |||||||||||||||||||||||
Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC | 110,000 | (110,000) | ||||||||||||||||||||||
Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC | 126 | (126) | ||||||||||||||||||||||
Equity-based compensation | 3,982 | 1,930 | 2,052 | |||||||||||||||||||||
Net loss | (15,966) | 8,342 | (7,624) | |||||||||||||||||||||
Ending Balance at Jun. 30, 2022 | 98,654 | $ 2 | $ 3 | 69,986 | 50,841 | 0 | (22,178) | |||||||||||||||||
Ending Balance (shares) at Jun. 30, 2022 | 24,494,000 | 24,663,000 | ||||||||||||||||||||||
Issuance of common stock under employee equity plans, net of repurchased shares for tax withholdings related to net settlement of employee equity awards, shares | 204,000 | |||||||||||||||||||||||
Issuance of common stock under employee equity plans, net of repurchased shares for tax withholdings related to net settlement of employee equity awards, amount | (626) | (626) | ||||||||||||||||||||||
Forfeiture of restricted stock awards | $ 7 | 3 | 4 | |||||||||||||||||||||
Forfeiture of restricted stock awards, shares | 2,000 | |||||||||||||||||||||||
Effect of exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC | 24,000 | (24,000) | ||||||||||||||||||||||
Non-controlling interest adjustment for changes in proportionate ownership in Rani LLC | 372 | (372) | ||||||||||||||||||||||
Equity-based compensation | $ 4,409 | 2,147 | 2,262 | |||||||||||||||||||||
Other comprehensive loss | (118) | (61) | ||||||||||||||||||||||
Issuance of warrants | 503 | 503 | ||||||||||||||||||||||
Net loss | (16,208) | (8,253) | (7,955) | |||||||||||||||||||||
Ending Balance at Sep. 30, 2022 | $ 86,607 | $ 2 | $ 3 | $ 72,379 | $ 44,413 | $ (57) | $ (30,133) | |||||||||||||||||
Ending Balance (shares) at Sep. 30, 2022 | 24,720,000 | 24,639,000 | 24,720,000 | 24,639,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity/Convertible Preferred Units and Member's Deficit (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Sep. 30, 2021 USD ($) | |
IPO [Member] | |
Stock issuance costs | $ 10,686 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (46,002) | $ (39,783) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity-based compensation expense | 11,283 | 19,431 |
Non-cash operating lease expense | 528 | 0 |
Depreciation and amortization | 374 | 384 |
Net accretion and amortization of investments in marketable securities | (210) | 0 |
Amortization of debt discount and issuance costs | 19 | 0 |
Change in fair value of preferred unit warrant liability | 0 | 371 |
Loss on extinguishment of debt | 0 | 700 |
Other | 0 | 108 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (117) | (2,455) |
Accounts payable | 377 | 674 |
Accrued expenses | 2,461 | 2,346 |
Operating lease liabilities | (528) | 0 |
Related party payable | (71) | 145 |
Deferred revenue | 0 | (2,717) |
Net cash used in operating activities | (31,886) | (20,796) |
Cash flows from investing activities | ||
Purchases of marketable securities | (70,890) | 0 |
Purchases of property and equipment | (1,089) | (235) |
Net cash used in investing activities | (71,979) | (235) |
Cash flows from financing activities | ||
Proceeds from the issuance of long-term debt and warrants, net of issuance costs | 14,671 | 0 |
Tax withholdings paid on behalf of employees for net share settlement | (626) | 0 |
Proceeds from employee stock purchase plan | 194 | 0 |
Payment of deferred financing costs | (108) | 0 |
Proceeds from issuance of Class A common stock sold in the IPO, net of issuance costs | 0 | 74,218 |
Proceeds from issuance of preferred units, net of issuance costs | 0 | 6,320 |
Principal and interest repayments from related party for note receivable | 0 | 1,720 |
Proceeds from exercise of warrants for common units | 0 | 26 |
Repayment of the Paycheck Protection Program Loan | 0 | (1,254) |
Repayment of convertible note | 0 | (3,314) |
Net cash provided by financing activities | 14,131 | 77,716 |
Net decrease in cash and cash equivalents | (89,734) | 56,685 |
Cash, cash equivalents and restricted cash equivalents, Beginning Balance | 117,453 | 73,058 |
Cash, cash equivalents and restricted cash equivalents, end of period | 27,719 | 129,743 |
Supplemental disclosures of non-cash investing and financing activities | ||
Property and equipment purchases included in accounts payable and accrued expenses | 352 | 284 |
Exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC | 74,790 | 0 |
Issuance costs deducted from long-term debt proceeds | 928 | 0 |
Right- Of- use asset obtained in exchange for operating lease liabilities | 514 | 0 |
Deferred financing costs included in prepaid expenses | 260 | 0 |
Deferred financing costs included in accrued expenses | 152 | 570 |
Issuance costs included in accrued expenses | 97 | 0 |
Interest income receivable included in prepaid expenses | 30 | 0 |
Exchange of Class A Units of Rani LLC from the Former LLC Owners | 0 | 132,527 |
Settlement of preferred unit warrant liability | $ 0 | $ 691 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business Description of Business Rani Therapeutics Holdings, Inc. (“Rani Holdings”) was formed as a Delaware corporation in April 2021 for the purpose of facilitating an initial public offering (“IPO”) of its Class A common stock, and to facilitate certain organizational transactions and to operate the business of Rani Therapeutics, LLC (“Rani LLC”) and its consolidated subsidiary, Rani Management Services, Inc. (“RMS”). Rani Holdings and its consolidated subsidiaries, Rani LLC and RMS are collectively referred to herein as “Rani” or the “Company.” The Company is a clinical stage biotherapeutics company focusing on advancing technologies to enable the administration of biologics and drugs orally, to provide patients, physicians, and healthcare systems with a convenient alternative to painful injections. The Company is advancing a portfolio of oral therapeutics using its proprietary delivery technology, the RaniPill capsule. The Company is headquartered in San Jose, California and operates in one segment. Initial Public Offering and Organizational Transactions In August 2021, the Company closed its IPO and sold 7,666,667 shares of its Class A common stock, including shares issued pursuant to the exercise in full of the underwriters’ option, for cash consideration of $ 11.00 per share and received approximately $ 73.6 million in net proceeds, after deducting underwriting discounts, offering costs and commissions. The Company used the proceeds from the IPO to purchase 7,666,667 newly issued economic nonvoting Class A units (“Class A Units”) of Rani LLC. In connection with the IPO, the Company was party to the following organizational transactions (the “Organizational Transactions”): • Amended and restated Rani LLC’s operating agreement (the “Rani LLC Agreement”) to appoint the Company as the sole managing member of Rani LLC and effectuated an exchange of all outstanding (i) convertible preferred units, automatic or net exercised warrants to purchase preferred units and common units, and common units of Rani LLC, into Class A Units and an equal number of voting noneconomic Class B units (“Class B Units”) and (ii) all Profits Interests into Class A Units. In connection with the closing of the IPO, each LLC interest was exchanged 1 for 0.5282 as determined and predicated on the initial public offering price of the Company’s Class A common stock; • Amended and restated the Company’s certificate of incorporation in July 2021, to provide for the issuance of (i) Class A common stock, each share of which entitles its holders to one vote per share , (ii) Class B common stock, each share of which entitles its holders to 10 votes per share on all matters presented to the Company's stockholders , (iii) Class C common stock, which has no voting rights, except as otherwise required by law and (iv) preferred stock; • Exchanged 12,047,925 shares of Class A common stock for existing Class A Units of Rani LLC held by certain individuals and entities (the “Former LLC Owners”) on a one-for-one basis; • Issued 29,290,391 shares of Class B common stock to certain individuals and entities that continued to hold Class A Units in Rani LLC after the IPO (the “Continuing LLC Owners”) in return for an equal amount of Rani LLC Class B Units; • Entered into a Registration Rights Agreement with certain of the Continuing LLC Owners. The Continuing LLC Owners are entitled to exchange, subject to the terms of the Rani LLC Agreement, the Class A Units they hold in Rani LLC, together with the shares they hold of the Company Class B common stock (together referred to as a "Paired Interest"), in return for shares of the Company’s Class A common stock on a one-for-one basis provided that, at the Company’s election, the Company has the ability to effect a direct exchange of such Class A common stock or make a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Paired Interest redeemed. Any shares of Class B common stock will be cancelled on a one-for-one basis if, at the election of the Continuing LLC Owners, the Company redeems or exchanges such Paired Interest pursuant to the terms of the Rani LLC Agreement. As of September 30, 2022 , certain individuals who continue to own interests in Rani LLC but do not hold shares of the Company’s Class B common stock (“non-corresponding Class A Units”) have the ability to exchange their non-corresponding Class A Units of Rani LLC for 1,387,471 shares of the Company’s Class A common stock. Liquidity The Company has incurred recurring losses since its inception, including net losses of $ 46.0 million for the nine months ended September 30, 2022. As of September 30, 2022 , the Company had an accumulated deficit of $ 30.1 million and for the nine months ended September 30, 2022 had negative cash flows from operations of $ 31.9 million. The Company expects to continue to generate operating losses and negative operating cash flows for the foreseeable future as it continues to develop the RaniPill capsule. The Company expects that its cash, cash equivalents, restricted cash equivalents and marketable securities of $ 98.7 million as of September 30, 2022 will be sufficient to fund its operations through at least twelve months from the date the condensed consolidated financial statements are issued. The Company expects to finance its future operations with its existing cash and through strategic financing opportunities that could include, but are not limited to, future offerings of its equity, such as “at the market offerings ” as defined in Rule 415(a)(4) under the Securities Act, collaboration or licensing agreements, or the incurrence of debt. However, there is no guarantee that any of these strategic or financing opportunities will be executed or realized on favorable terms, if at all, and some could be dilutive to existing stockholders and holders of interests in the Company. The Company will not generate any revenue from product sales unless, and until, it successfully completes clinical development and obtains regulatory approval for the RaniPill capsule. If the Company obtains regulatory approval for the RaniPill capsule, it expects to incur significant expenses related to developing its internal commercialization capability to support manufacturing, product sales, marketing, and distribution. The Company’s ability to raise additional capital through either the issuance of equity or debt, is dependent on a number of factors including, but not limited to, the market interest of the Company, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. Market volatility resulting from the novel coronavirus disease (“COVID-19”) pandemic or other factors could also adversely impact the Company’s ability to access capital when and as needed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company operates and controls all of the business and affairs of Rani LLC, and through Rani LLC and its subsidiary, conducts its business. Because the Company manages and operates the business and controls the strategic decisions and day-to-day operations of Rani LLC and also has a substantial financial interest in Rani LLC, the Company consolidates the financial results of Rani LLC, and a portion of its net loss is allocated to the non-controlling interests in Rani LLC held by the Continuing LLC Owners. All intercompany accounts and transactions have been eliminated in consolidation. The Organizational Transactions were considered transactions between entities under common control. As a result, the condensed consolidated financial statements for periods prior to the IPO and the Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. Unaudited Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to Form 10-Q of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state the financial position and the results of the Company's operations and cash flows for interim periods in accordance with U.S. GAAP. All such adjustments are of a normal, recurring nature except for the adoption of the new lease accounting standard. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any future period. The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the 2021 consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Estimates include, but are not limited to equity-based compensation expense, accrued research and development costs, the measurement of right-of-use assets and lease liabilities and related incremental borrowing rate, the fair value of warrants and, until the occurrence of the Company's IPO, the fair value of Profits Interests and preferred unit warrants. Actual results may differ materially and adversely from these estimates. Significant Accounting Policies A description of the Company’s significant accounting policies is included in the audited consolidated financial statements within its Annual Report on Form 10-K for the year ended December 31, 2021. Except as noted below, there have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2022 . Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains accounts in federally insured financial institutions in excess of federally insured limits. The Company also holds money market funds that are not federally insured. However, management believes the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which these deposits are held and of the money market funds and other entities in which these investments are made. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The extent to which the COVID-19 pandemic will further directly or indirectly impact the Company's results of operation and financial condition has been and will continue to be driven by many factors, most of which are beyond the Company's control and ability to forecast. Because of these uncertainties, the Company cannot estimate how long or to what extent COVID-19 will impact the Company's operations. Cash Equivalents and Restricted Cash Equivalents The Company considers all cash held on deposit and highly liquid investments purchased with original or remaining maturities of less than three months at the date of purchase to be cash equivalents. Restricted cash equivalents consist of cash collateral required by a bank in connection with the Company's commercial credit cards program. The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the condensed consolidated balance sheet which, in aggregate, represents the amount reported in the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021: As of September 30, 2022 2021 End of Period: Cash and cash equivalents $ 27,219 $ 129,743 Restricted cash equivalents 500 — Total cash, cash equivalents and restricted cash equivalents $ 27,719 $ 129,743 Marketable Securities The Company invests its excess cash in marketable securities with high credit ratings including securities issued by U.S. and international governments and their agencies, corporate debt securities and commercial paper. The Company has assessed U.S. government treasuries as Level 1 and all other marketable securities as Level 2 within the fair value hierarchy of Accounting Standard Codification (“ASC”) Topic 820. All the Company's marketable securities have been accounted for as available-for-sale and carried at fair value. The Company classifies all its available-for-sale marketable securities, including those with maturity dates beyond one year, as current assets on the condensed consolidated balance sheets as the Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income and other, net on the condensed consolidated statements of operations and comprehensive loss. Realized gains and losses on marketable securities are included in other income (expense) on the condensed consolidated statements of operations. Gains and losses on sales are recorded based on the trade date and determined using the specific identification method. The Company has adopted Accounting Standard Codification Topic 326. Under Subtopic 326-30, the Company periodically assesses its available-for-sale marketable securities for impairment. For debt securities in an unrealized loss position, this assessment first takes into account the Company's intent to sell, or whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through interest expense and other, net. For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded in other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recorded through an allowance for credit losses is recognized in other comprehensive loss. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of an available-for-sale marketable security is confirmed or when either of the criteria regarding intent or requirement to sell is met. These changes are recorded in other income (expense), net. The Company has made an accounting policy election to not measure an allowance for credit loss for accrued interest receivables and will recognize a credit loss for accrued interest receivables when the loss becomes probable and estimable. As of September 30, 2022 , interest income receivable recorded as a component of prepaid expenses and other current assets on the condensed consolidated balance sheet was de minimis. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of the Company’s cash, cash equivalents, restricted cash equivalents, prepaid expenses, accounts payable, and accruals approximate their fair value due to their short-term nature. Leases Prior to January 1, 2022, the Company had one cancelable operating lease agreement for its corporate headquarters and recognized related rent expense on a straight-line basis over the term of the lease. The Company’s lease agreement contained termination and renewal options. The Company did not assume termination nor renewals options in its determination of the lease term unless they were deemed to be reasonably certain at the renewal of the lease. The Company began recognizing rent expense on the date that it obtained the legal right to use and control the leased space. Subsequent to the adoption of the new leasing standard on January 1, 2022, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. For any arrangement that is considered to be a lease with a term greater than one year, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. Operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in the Company’s condensed consolidated balance sheet as of September 30, 2022. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease contract. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the expected lease term. In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received and impairment charges if the Company determines the ROU asset is impaired. The Company considers a lease term to be the noncancelable period during which it has the right to use the underlying asset, including any periods where it is reasonably certain the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU asset have been recorded on the condensed consolidated balance sheet and amortized as lease expense on a straight-line basis over the lease term. Long-Term Debt with Detachable Warrants Detachable warrants are evaluated for the classification of warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with equity-classified warrants, the proceeds from the issuance of debt are first allocated to the debt and the warrants at their relative estimated fair values. The portion of the proceeds allocated to the warrants are accounted for as paid-in capital and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and beneficial conversion features, are allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument. The Company considers whether there are any embedded features in debt instruments that require bifurcation and separate accounting as derivative financial instruments. Tax Receivable Agreement In August 2021, in connection with the IPO and Organizational Transactions, the Company entered into a tax receivable agreement ("TRA") with certain of the Continuing LLC Owners. The TRA provides that the Company pay to such Continuing LLC Owners, 85 % of the amount of tax benefits, if any, it is deemed to realize (calculated using certain assumptions) as a result of (i) increases in the tax basis of assets of Rani LLC resulting from (a) any future redemptions or exchanges of Paired Interests or non-corresponding Class A Units of Rani LLC and (b) payments under the TRA and (ii) certain other benefits arising from payments under the TRA (collectively the “Tax Attributes”). A liability for the payable to parties subject to the TRA, and a reduction to stockholders’ equity, is accrued when (i) an exchange of a Paired Interest or non-corresponding Class A Units of Rani LLC has occurred and (ii) when it is deemed probable that the Tax Attributes associated with the exchange will be used to reduce the Company’s taxable income based on the contractual percentage of the benefit of Tax Attributes that the Company expects to receive over a period of time (Note 14). Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and/or circumstances from non-owner sources. Other comprehensive loss represents changes in fair value of our available-for-sale marketable securities. Net Loss Per Class A Common Share Attributable to Rani Holdings Basic net loss per Class A common share attributable to Rani Holdings is computed by dividing net loss attributable to the Company by the weighted average number of Class A common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per Class A common share is computed giving effect to all potentially dilutive shares. Diluted net loss per Class A common share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. Non-Controlling Interest Non-controlling interest ("NCI") represents the portion of income or loss, net assets and comprehensive loss of the Company's consolidated subsidiary that is not allocable to Rani Holdings based on the Company's percentage of ownership of Rani LLC. In August 2021, based on the Organizational Transactions, Rani Holdings became the sole managing member of Rani LLC. As of September 30, 2022 , Rani Holdings held approximately 49 % of the Class A Units of Rani LLC, and approximately 51 % of the outstanding Class A Units of Rani LLC are held by the Continuing LLC Owners. Therefore, the Company reports NCI based on the Class A Units of Rani LLC held by the Continuing LLC Owners on its condensed consolidated balance sheet as of September 30, 2022. Income or loss attributed to the NCI in Rani LLC is based on the Class A Units outstanding during the period for which the income or loss is generated and is presented on the condensed consolidated statements of operations and comprehensive loss. Future exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC will result in a change in ownership and reduce or increase the amount recorded as NCI and increase or decrease additional paid-in-capital when Rani LLC has positive or negative net assets, respectively. From the date of the Organizational Transactions to September 30, 2022 , there were 4,650,195 exchanges of Paired Interests and 158,051 exchanges of non-corresponding Class A Units of Rani LLC for an equal number of shares of the Company's Class A common stock. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), as subsequently amended, to improve financial reporting and disclosures about leasing transactions. The Company adopted this standard on January 1, 2022 using the modified retrospective approach and elected the package of practical expedients permitted under transition guidance, which allowed the Company to carry forward its historical assessments of: 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs, where applicable. The Company did not elect the practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. The Company elected the post-transition practical expedient to not separate lease components from non-lease components for all existing lease classes. The Company also elected a policy of not recording leases on its condensed balance sheets when the leases have a term of twelve months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The adoption of this standard resulted in the recognition of a ROU asset and lease liabilities of $ 1.3 million, respectively. The adoption of the standard had no impact on the Company’s condensed consolidated statements of operations and comprehensive loss or to its cash flows from or used in operating, financing, or investing activities on its condensed consolidated statements of cash flows. No cumulative-effect adjustment within accumulated deficit was required to be recorded as a result of adopting this standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), that revises the measurement of credit losses for most financial instruments measured at amortized cost, including trade receivables, from an incurred loss methodology to an expected loss methodology which results in earlier recognition of credit losses. Under the incurred loss model, a loss is not recognized until it is probable that the loss-causing event has already occurred. The standard introduces a forward-looking expected credit loss model that requires an estimate of the expected credit losses over the life of the instrument by considering all relevant information including historical experience, current conditions, and reasonable and supportable forecasts that affect collectability. In addition, the standard also modifies the impairment model for available-for-sale debt securities, which are measured at fair value, by eliminating the consideration for the length of time fair value has been less than amortized cost when assessing credit loss for a debt security and provides for reversals of credit losses through income upon credit improvement. The Company early adopted this standard on July 1, 2022, for the interim period ended September 30, 2022. Based on the composition of the Company's investment portfolio, which reflects the Company's primary investment objective of capital preservation, the adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements or related disclosures. |
Cash, Cash Equivalents, Restric
Cash, Cash Equivalents, Restricted Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents, Restricted Cash Equivalents and Marketable Securities | 3. Cash Equivalents, Restricted Cash Equivalents and Marketable Securities The following tables summarizes the amortized cost and fair value of the Company's cash equivalents, restricted cash equivalents and marketable securities by major investment category: As of September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Current assets: Cash equivalents: Money market funds $ 23,286 $ — $ — $ 23,286 Total cash equivalents 23,286 — — 23,286 Restricted cash equivalents: Money market funds 500 — — 500 Total cash equivalents and restricted cash equivalents 23,786 — — 23,786 Marketable securities: U.S. Treasuries 37,738 — ( 75 ) 37,663 Commercial paper 26,417 — — 26,417 Corporate debt securities 5,434 — ( 38 ) 5,396 International government 1,481 — ( 5 ) 1,476 Total marketable securities 71,070 — ( 118 ) 70,952 Total cash equivalents, restricted cash equivalents and marketable securities $ 94,856 $ — $ ( 118 ) $ 94,738 As of December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Current assets: Cash equivalents: Money market funds $ 115,595 $ — $ — $ 115,595 Total cash equivalents $ 115,595 $ — $ — $ 115,595 As of September 30, 2022, all marketable securities held have maturity dates within one year or less. The Company regularly reviews its available-for-sale marketable securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of September 30, 2022, the aggregate difference between the amortized cost and fair value of each security in an unrealized loss position was de minimis. Since any provision for expected credit losses for a security held is limited to the amount the fair value is less than its amortized cost, no allowance for expected credit loss was deemed necessary at September 30, 2022. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of inputs used in such measurements (in thousands): As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 23,286 $ — $ — $ 23,286 Restricted cash equivalents: Money market funds 500 — — 500 Marketable securities U.S. Treasuries 37,663 — — 37,663 Commercial paper — 26,417 — 26,417 Corporate debt securities — 5,396 — 5,396 International government — 1,476 — 1,476 Total assets $ 61,449 $ 33,289 $ — $ 94,738 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 115,595 $ — $ — $ 115,595 Total assets $ 115,595 $ — $ — $ 115,595 Level 1 and Level 2 financial instruments are comprised of investments in money market funds and fixed-income securities. The Company estimates the fair value of its Level 2 financial instruments by taking into consideration valuations obtained from third-party pricing services. The third-party pricing services utilize industry standard valuation models, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs. There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy for any of the periods presented. For the three and nine months ended September 30, 2022 , as further discussed in Note 13, the Company issued Level 3 equity classified warrants of $ 0.5 million in connection with the loan and security agreement that were estimated on the date of issuance using the Black-Scholes valuation model which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. Such assumptions represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. For the three and nine months ended September 30, 2021, the Company held a Level 3 liability associated with preferred unit warrants that were issued in conjunction with a loan and security agreement. These preferred unit warrants were settled with Class A common stock as part of the IPO and Organizational Transactions. The following tables set forth a summary of the changes in the fair value of the Company’s liability measured using Level 3 inputs (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ — $ 606 $ — $ 320 Change in estimated fair value of Series E warrants — 85 — 371 Settlement of Series E warrants — ( 691 ) — ( 691 ) Balance at end of period $ — $ — $ — $ — |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following (in thousands): September 30, December 31, 2022 2021 Payroll and related $ 2,950 $ 202 Accrued professional fees 471 213 Accrued preclinical and clinical trial costs 422 621 Other 514 398 Total accrued expenses $ 4,357 $ 1,434 |
Evaluation Agreements
Evaluation Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Evaluation Agreements [Abstract] | |
Evaluation Agreements | 6. Evaluation Agreement Takeda Takeda Pharmaceutical Company, Limited ("Takeda") was collaborating with the Company to conduct research on the use of the RaniPill capsule for the oral delivery of factor VIII (“FVIII”) therapy for patients with hemophilia A. The agreement granted Takeda a right of first negotiation to a worldwide, exclusive license under the Company’s intellectual property related to a FVIII-RaniPill therapeutic. Takeda paid the Company up-front payments of $ 5.9 million upon execution of and subsequent modifications to the agreement. Upon the initial evaluation services being completed, Takeda had an option to pay the Company $ 3.0 million to perform later stage evaluation services. Takeda also had the ability to terminate the agreement at any time by providing 30 days written notice after the effective date of the agreement. Unless terminated early, the agreement term ended upon the expiration of the right of first negotiation period which is 120 days after the completion of the evaluation services. The Takeda agreement could be terminated for cause by either party based on uncured material breach by the other party or bankruptcy of the other party. Upon early termination, all ongoing activities under the agreement and all mutual collaboration, development and commercialization licenses and sublicenses would terminate. The Company identified one material promise under the Takeda agreement, the obligation to perform services to evaluate if Takeda’s FVIII therapy can be orally delivered using the RaniPill capsule (“Research and Development Services”), which was concluded to be a single performance obligation. In May 2021, the Company received written notice from Takeda as to their intent to terminate the contract for convenience. Due to the delivery of the termination notice, the Company determined that there were no further enforceable rights and obligations under the agreement beyond May 2021 and the remaining $ 2.0 million of deferred revenue was recognized in 2021 . For the nine months ended September 30, 2022 , no contract revenue related to the Takeda agreement was recognized. For the nine months ended September 30, 2021 , the Company recognized contract revenue related to the Takeda agreement of $ 2.7 million. There was no deferred revenue as of September 30, 2022 nor December 31, 2021 . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions InCube Labs, LLC (“ICL”) is wholly-owned by the Company’s founder and Chairman and his family. The founder and Chairman is the father of the Company’s Chief Executive Officer. The Company’s Chief Scientific Officer is also the brother of the founder and Chairman and thus uncle of the Company’s Chief Executive Officer. Services agreements In June 2021, Rani LLC entered into a service agreement with ICL effective retrospectively to January 1, 2021, and subsequently amended such agreement in March 2022 (as amended, the "Rani LLC-ICL Service Agreement"), pursuant to which Rani LLC and ICL agreed to provide personnel services to the other upon requests. Under the amendment in March 2022, Rani LLC has a right to occupy certain facilities leased by ICL in Milpitas, California and San Antonio, Texas (“Occupancy Services”) for general office, research and development, and light manufacturing. The Rani LLC-ICL Service Agreement has a twelve-month term and will automatically renew for a successive twelve-month periods unless terminated; except that the Occupancy Services in Milpitas, California have an original term until February 2023, with the potential for two annual renewals, subject to approval by the landlord upon a nine months’ notice of renewal prior to the end of the lease term, and the Occupancy Services in San Antonio, Texas continue until either party gives six months’ notice of termination. Except for the Occupancy Services, Rani LLC or ICL may terminate services under the Rani LLC-ICL Service Agreement upon 60 days' notice to the other party. The Rani LLC-ICL Service Agreement specifies the scope of services to be provided as well as the methods for determining the costs of services. Costs are billed or charged on a monthly basis by ICL or Rani LLC, respectively. In July 2022, the Occupancy Services in Milpitas, California were extended for an additional one year lease term through February 2024. In June 2021, RMS entered into a service agreement with ICL (the “RMS-ICL Service Agreement”) effective retrospectively to January 1, 2021, pursuant to which ICL agreed to rent a specified portion of its facility in San Jose, California to RMS. Additionally, RMS and ICL agreed to provide personnel services to the other upon requests based on rates specified in the RMS-ICL Service Agreement. In April 2022, RMS assigned the RMS-ICL Service Agreement to Rani LLC. The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated. Rani LLC or ICL may terminate services under the RMS-ICL Service Agreement upon 60 days' notice to the other party, except for occupancy which requires six months’ notice. The RMS-ICL Service Agreement specifies the scope of services to be provided as well as the methods for determining the costs of services. Costs are billed or charged on a monthly basis by ICL or Rani LLC, respectively, as well as allocations of expenses based upon Rani LLC’s utilization of ICL’s facilities and equipment. The table below details the amounts charged by ICL for services and rent, net of the amount that the Company charged ICL, which is included in the condensed consolidated statements of operations and comprehensive loss (in thousa nds): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 318 $ 222 $ 844 $ 377 General and administrative 54 149 170 516 Total $ 372 $ 371 $ 1,014 $ 893 Prior to April 2022, the Company’s eligible employees were permitted to participate in ICL’s 401(k) Plan (“401(k) Plan”). Participation in the 401(k) Plan was offered for the benefit of the employees, including the Company’s named executive officers, who satisfied certain eligibility requirements. In April 2022, the Company established its own 401(k) Plan, with participation offered for the benefit of the employees, including the Company’s named executive officers, who satisfy certain eligibility requirements. As of September 30, 2022, all of the Company's facilities are owned or leased by an entity affiliated with the Company’s Chairman (Note 8). The Company pays for the use of these facilities through its services agreements with ICL. Financing activity From inception to the first half of 2017, the Company advanced funds to ICL, and ICL made payments directly to certain vendors on behalf of Rani, Rani has reimbursed ICL for all such payments at cost on a monthly basis. In March 2021, an outstanding notes receivable balance totaling $ 1.7 million, including all accrued interest, was fully repaid by ICL. During 2020 and 2021, a related party of the Company, and its affiliates, purchased 2,100,800 common units of Rani LLC and 7,880,120 Series E Preferred Units of Rani LLC. As part of the Organizational Transactions the common units and Series E Preferred Units were exchanged for 5,277,729 shares of the Company's Class A common stock. In connection with the IPO and subsequent thereto, the same related party purchased an additional 6,458,904 shares of the Company’s Class A common stock for total gross proceeds of $ 71.1 million. Exclusive License, Intellectual Property and Common Unit Purchase Agreement The Company, through Rani LLC, and ICL entered into an exclusive license and an intellectual property agreement and common unit purchase agreement in 2012. Pursuant to the common unit purchase agreement, the Company issued 46.0 million common units to ICL in return for rights to exclusive commercialization, development, use and sale of certain products and services related to the RaniPill capsule technology. ICL also granted the Company a fully-paid, royalty-free, sublicensable, exclusive license under the intellectual property made by ICL during the course of providing services to the Company related to the RaniPill capsule technology. Such rights were not recorded on the Company’s condensed consolidated balance sheet as the transaction was considered a common control transaction. In June 2021, ICL and the Company, through Rani LLC, entered into an Amended and Restated Exclusive License Agreement which replaced the 2012 Exclusive License Agreement between ICL and Rani LLC, as amended in 2013, and terminated the 2012 Intellectual Property Agreement between ICL and Rani LLC, as amended in June 2013. Under the Amended and Restated Exclusive License Agreement, the Company has a fully paid, exclusive license under certain scheduled patents related to optional features of the device and certain other scheduled patents to exploit products covered by those patents in the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine. The Company covers patent-related expenses and, after a certain period, the Company will have the right to acquire four specified United States patent families from ICL by making a one-time payment of $ 0.3 million to ICL for each United States patent family that the Company desires to acquire, up to $ 1.0 million in the aggregate. This payment will not become an obligation until the fifth anniversary of the Amended and Restated Exclusive License Agreement. The Amended and Restated Exclusive License Agreement will terminate when there are no remaining valid claims of the patents licensed under the Amended and Restated Exclusive License Agreement. Additionally, the Company may terminate the Amended and Restated Exclusive License Agreement in its entirety or as to any particular licensed patent upon notification to ICL of such intent to terminate. Non-Exclusive License Agreement between Rani and ICL (“Non-Exclusive License Agreement”) In June 2021, the Company, through Rani LLC, entered into the Non-Exclusive License Agreement with ICL, a related party, pursuant to which the Company granted ICL a non-exclusive, fully-paid license under specified patents that were assigned from ICL to the Company. Additionally, the Company agreed not to license these patents to a third party in a specific field outside the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine, if ICL can prove that it or its sublicensee has been in active development of a product covered by such patents in that specific field. ICL may grant sublicenses under this license to third parties only with the Company’s prior approval. The Non-Exclusive License Agreement will continue in perpetuity unless earlier terminated. Intellectual Property Agreement with Mir Imran (the “Mir Agreement”) In June 2021, the Company, through Rani LLC, entered into the Mir Agreement, pursuant to which the Company and Mir Imran agreed that the Company would own all intellectual property conceived (a) using any of the Company’s people, equipment, or facilities or (b) that is within the field of oral delivery of sensors, small molecule drugs or biologic drugs including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine. Neither the Company nor Mir Imran may assign the Mir Agreement to any third party without the prior written consent of the other party. The initial term of the Mir Agreement is three years, which can be extended upon mutual consent of the parties. The Mir Agreement may be terminated by either party for any reason within the initial three year term upon providing three months’ notice to the other party. Secondary Sales Transactions In February 2021, one of the Company's named executive officers and then member of the Board of Managers of Rani LLC, and a current member of the Board of Managers of Rani LLC sold a total of 210,000 common units to a third-party investor at $ 7.1471 per unit. The Company determined that the sales price was above fair value of such units and as a result recorded equity-based compensation expense of $ 0.5 million for which $ 0.2 million was recorded as general and administrative expense and $ 0.3 million was recorded as research and development expense. The $ 0.5 million represents the difference between the sales price and fair value of the common units. Tax Receivable Agreement Certain parties to the TRA, entered into in August 2021 pursuant to the IPO and Organizational Transactions are related parties of the Company. The TRA provides that the Company pay to such entities and individuals 85% of the amount of tax benefits, if any, it is deemed to realize from exchanges of Paired Interests (Note 2). During the nine months ended September 30, 2022 , these parties to the TRA exchanged 2,317,184 Paired Interests that resulted in tax benefits subject to the TRA (Note 14). Registration Rights Agreement In connection with the IPO, the Company entered into a Registration Rights Agreement. ICL and its affiliates are parties to this agreement. The Registration Rights Agreement provides certain registration rights whereby, at any time following the IPO and the expiration of any related lock-up period, ICL and its affiliates can require the Company to register under the Securities Act of 1933, as amended (the “Securities Act”) shares of Class A common stock issuable to ICL and its affiliates upon, at the Company’s election, redemption or exchange of their Paired Interests. The Registration Rights Agreement also provides for piggyback registration rights. In March 2022, certain holders of the Company's Class A common stock considered to be related parties were made parties to the Registration Rights Agreement. Rani LLC Agreement The Company operates its business through Rani LLC and its subsidiary. In connection with the IPO, the Company and the Continuing LLC Owners, including ICL and its affiliates, entered into the Rani LLC Agreement. The governance of Rani LLC, and the rights and obligations of the holders of LLC Interests, are set forth in the Rani LLC Agreement. As Continuing LLC Owners, ICL and its affiliates are entitled to exchange, subject to the terms of the Rani LLC Agreement, Paired Interests for Class A common stock of the Company; provided that, at the Company’s election, the Company may effect a direct exchange of such Class A common stock or make a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Paired Interest redeemed. During the nine months ended September 30, 2022, certain parties to the Rani LLC Agreement exchanged 2,317,184 Paired Interests for an equal number of shares of the Company's Class A common stock. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | . Leases The Company pays for the use of its office, laboratory and manufacturing facility in San Jose, California as part of the RMS-ICL Service Agreement. In April 2022, RMS assigned the RMS-ICL Service Agreement to Rani LLC. The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless Rani LLC or ICL terminate occupancy under the RMS-ICL Service Agreement upon six months’ notice. The Company determined it to be reasonably certain that it would exercise its renewal option for a successive twelve-month period and has considered it in the determination of the right-of-use assets and lease liabilities associated with the RMS-ICL Service Agreement as of September 30, 2022. Under the Rani LLC-ICL Service Agreement amended in March 2022, Rani LLC has a right to occupy certain facilities leased by ICL in Milpitas, California and San Antonio, Texas for general office, research and development, and light manufacturing. The Rani LLC-ICL Service Agreement has a twelve-month term and will automatically renew for a successive twelve-month periods unless terminated; except that the Occupancy Services in Milpitas, California have a term until February 2023, with the potential for two annual renewals, subject to approval by the landlord upon a nine months’ notice of renewal prior to the end of the lease term, and the Occupancy Services in San Antonio, Texas continue until either party gives six months’ notice of termination. In July 2022, the Occupancy Services in Milpitas, California, were extended for an additional one year lease term through February 2024. The Company accounted for the lease extension as a lease modification that did not result in a separate contract and recognized the right-of-use asset and lease liabilities associated with the Rani LLC-ICL Service Agreement in the condensed consolidated balance sheet as of September 30, 2022. As of September 30, 2022, the second renewal option for the facility in Milpitas, California was not deemed reasonably certain to be exercised. The Company's leases are accounted for as operating leases and require certain fixed payments of real estate taxes and insurance in addition to future minimum lease payments, and certain variable payments of common area maintenance costs and building utilities. Variable lease payments are expensed in the period in which the obligation for those payments is incurred. These variable lease costs are payments that vary in amount beyond the commencement date, for reasons other than passage of time. Total operating lease expense incurred with ICL was $ 1.1 million and $ 0.6 million for the nine months ended September 30, 2022 and 2021, respectively. Short term lease expense are included in the total operating lease expense and not immaterial for the periods presented. Variable lease payments are excluded in the total operating lease expense and immaterial for the periods presented. Supplemental information on the Company’s condensed consolidated balance sheet and statements of cash flow as of September 30, 2022 related to leases was as follows (in thousands): September 30, 2022 Balance sheet Operating lease right-of-use assets $ 1,302 Operating lease liability, current portion $ 984 Operating lease liability, less current portion 318 Total operating lease liability $ 1,302 September 30, 2022 Cash flows Cash paid for amounts included in lease liabilities: Operating cash flows used for operating leases $ 574 September 30, 2022 Weighted-average remaining lease term 1.4 years Weighted-average discount rate 6.9 % As of September 30, 2022, minimum annual rental payments under the Company’s operating lease agreements are as follows (in thousands): Year ending December 31, 2022 (remaining three months) $ 258 2023 1,044 2024 59 Total undiscounted future minimum lease payments $ 1,361 Less: Imputed interest ( 59 ) Total operating lease liability $ 1,302 Less: Operating lease liability, current portion 984 Operating lease liability, less current portion $ 318 Operating leases in the table above exclude future minimum lease payments for Occupancy Services in San Antonio, Texas under the Rani LLC-ICL Service Agreement. Future minimum lease payments for Occupancy Services in San Antonio for fiscal years 2022 (remaining three months) and 2023 totaled $ 0.1 million and $ 0.1 million, respectively. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 9. Warrants In August 2022, in conjunction with a loan and security agreement (Note 13), the Company issued warrants to purchase 76,336 shares of the Company's Class A common stock. The warrants are exercisable for a period of five years from the grant date, as may be adjusted for certain anti-dilution adjustments, dividends, stock splits, and reverse stock splits, at an exercise price per share equal to $ 11.79 , which may be net share settled at the option of the holder. As of September 30, 2022 , there were 76,336 warrants outstanding. |
Stockholders' Equity_Members' D
Stockholders' Equity/Members' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity / Members' Deficit | 10. Stockholders’ Equity / Members’ Deficit Prior to the Organizational Transactions, Rani LLC was authorized to issue 101,000,000 common units, of which 10,850,000 had been reserved for issuance as Profits Interests and 32,620,000 were reserved for six separate classes, the Series A convertible preferred units (the “Series A units”), the Series B convertible preferred units (the “Series B units”), the Series C convertible preferred units (the “Series C units”), the Series C-1 convertible preferred units (the “Series C-1 units”), the Series D convertible preferred units (the “Series D units”), and the Series E convertible preferred units (the “Series E units”), collectively the “Preferred Units”. The members of the Rani LLC who held these common and Preferred Units were not liable, solely by reason of being a member, for the debts, obligations, or liabilities of the Company whether arising in contract or tort; under a judgment, decree, or order of a court; or otherwise. The members were also not obligated to make capital contributions to Rani LLC and Rani LLC would have dissolved only upon a written consent of a majority of the members. The Company’s Profits Interests were subject to either a combination of service, market, or performance vesting conditions. Vested Profits Interests were treated as common units for purposes of distributions. For the nine months ended September 30, 2022, certain of the Continuing LLC Owners executed an exchange of 4,650,195 Paired Interests and 158,051 non-corresponding Class A Units of Rani LLC in return for an equal number of shares of the Company’s Class A common stock. The corresponding shares of the Company’s Class B common stock included in the exchange of Paired Interests were subsequently cancelled and retired pursuant to the terms of the Rani LLC Agreement. In August 2022, the Company entered into a Controlled Equity Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (collectively the "Agents"), pursuant to which the Company may offer and sell from time to time through the Agents up to $ 150 million of shares of its Class A common stock, in such share amounts as the Company may specify by notice to the Agents, in accordance with the terms and conditions set forth in the Sales Agreement. The potential proceeds from the Sales Agreement are expected to be used for general corporate purposes. As of September 30, 2022 , the Company has no sales under the Sales Agreement. In connection with the Sales Agreement, the Company recognized deferred offering costs totaling $ 0.3 million as a component of prepaid expenses and other current assets in the condensed consolidated balance sheet as of September 30, 2022 which will be offset against proceeds upon a sale under the Sales Agreement within the condensed consolidated statement of changes in stockholders equity. |
Equity Based Compensation
Equity Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | . Equity-Based Compensation Stock Options A summary of stock option activity during the periods indicated is as follows: Number of Stock Option Awards Weighted Average Exercise Price Weighted Aggregate Intrinsic Value (in thousands) Balance at December 31, 2021 2,300,819 $ 14.12 9.55 $ 976 Granted 1,525,285 $ 12.67 9.52 $ — Cancelled ( 56,135 ) $ 16.04 Balance at September 30, 2022 3,769,969 $ 13.50 9.10 $ 170 Exercisable at September 30, 2022 851,908 $ 13.07 8.88 $ 61 Nonvested at September 30, 2022 2,918,061 $ 13.63 9.16 $ 109 As of September 30, 2022 , there was $ 25.6 million of unrecognized equity-based compensation expense related to stock options which is expected to be recognized over a weighted-average period of approximately 2.7 years. Restricted Stock Units A summary of RSU activity during the periods indicated is as follows: Number of Restricted Stock Units Weighted Average Grant-Date Fair Value per Share Balance at December 31, 2021 596,500 $ 19.56 Granted 443,400 $ 13.21 Vested ( 267,650 ) $ 19.56 Forfeited ( 86,600 ) $ 17.87 Balance at September 30, 2022 685,650 $ 15.67 As of September 30, 2022 , there was $ 9.7 million of unrecognized equity-based compensation expense related to RSUs which is expected to be recognized over a weighted-average period of approximately 2.5 years. Restricted Stock Awards A summary of RSA activity during the periods indicated is as follows: Number of Restricted Stock Awards Weighted Average Grant-Date Fair Value per Share Balance at December 31, 2021 113,173 $ 6.15 Vested ( 33,237 ) $ 6.16 Forfeited ( 4,548 ) $ 6.25 Balance at September 30, 2022 75,388 $ 6.14 As of September 30, 2022 , there was $ 0.2 million of unrecognized equity-based compensation expense related to RSAs which is expected to be recognized over a weighted-average period of approximately 1.2 years. The total fair value of the RSAs that vested in 2022 was approximately $ 0.5 million. 2021 Employee Stock Purchase Plan The Company recognized $ 0.1 million of stock-based compensation expense related to the 2021 Employee Stock Purchase Plan (the “ESPP”) during the nine months ended September 30, 2022 . There was no stock-based compensation expense related to the ESPP recognized during the nine months ended September 30, 2021. As of September 30, 2022 , contributions withheld from employees were $ 0.2 million and recorded as a component of accrued expenses in the condensed consolidated balance sheet. As of September 30, 2022 , total unrecognized compensation costs related to the ESPP were de minimis and will be amortized over a weighted average vesting term of 0.2 years. Equity-Based Compensation Expense The following table summarizes the components of equity-based compensation expense resulting from the grant of stock options, RSUs, RSAs, the ESPP, and a secondary sales transaction entered into in February 2021, recorded in the Company’s condensed consolidated statement of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,700 6,635 $ 4,586 $ 6,922 General and administrative 2,702 12,061 6,697 12,509 Total equity-based compensation $ 4,402 18,696 $ 11,283 $ 19,431 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Legal Proceedings In the ordinary course of business, the Company may be subject to legal proceedings, claims and litigation as the Company operates in an industry susceptible to patent legal claims. The Company accounts for estimated losses with respect to legal proceedings and claims when such losses are probable and estimable. Legal costs associated with these matters are expensed when incurred. The Company is currently involved in several opposition proceedings at the European Patent Office, all of which were asserted against it by Novo Nordisk AS. The ultimate outcome of this matter as a loss is not probable nor is there any amount that is reasonably estimable. However, the outcome of the opposition proceedings could impact the Company’s ability to commercialize its products in Europe. Tax Receivable Agreement The Company is party to a TRA with certain of the Continuing LLC Owners (Note 2). As of September 30, 2022, the Company has not recorded a liability under the TRA related to the income tax benefits originating from the exchanges of Paired Interest or non-corresponding Class A Units of Rani LLC as it is not probable that the Company will realize such tax benefits. To the extent the Company is able to realize the income tax benefits associated with the exchanges of Paired Interest or non-corresponding Class A Units of Rani LLC subject to the TRA , the TRA payable would range from zero to $ 20.8 million at September 30, 2022. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Should the Company determine that the payment of the TRA liability becomes probable at a future date based on new information, any changes will be recorded on the Company's condensed consolidated statement of operations and comprehensive loss at that time. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 13. Long-Term Debt In August 2022, the Company entered into a loan and security agreement and related supplement (the “Loan Agreement”) with Avenue Venture Opportunities Fund, L.P (the “Lender”). The Loan Agreement provides for term loans (the “Loans”) in an aggregate principal amount up to $ 45.0 million. A Loan of $ 30.0 million was committed at closing, with $ 15.0 million funded immediately and $ 15.0 million available to be drawn between October 1, 2022 and December 31, 2022. The remaining $ 15.0 million of Loans (“Tranche 2”) is uncommitted and is subject to certain conditions and approval by the Lender. The purpose of the Loans is for general corporate purposes. In exchange for access to this facility, the Company agreed to issue warrants exercisable into 76,336 shares of the Company's Class A common stock, as may be adjusted for certain anti-dilution adjustments, dividends, stock splits, and reverse stock splits, at an exercise price per share equal to $ 11.79 (Note 9). Pursuant to the Loan Agreement, the maturity date for the Loans is August 1, 2026 (the “Maturity Date”). The Loan principal is repayable in equal monthly installments beginning September 2024 extendable to March 2025 under certain conditions. The Loans bear interest at a variable rate per annum equal to the greater of (A) the prime rate, as published by the Wall Street Journal from time to time plus 5.60 % or (B) 10.35 %. The Loan Agreement is collateralized by substantially all of the Company’s assets, in which the Lender is granted continuing security interests. The Loans includes customary events of default, including instances of a material adverse change in the Company’s operations, which may require prepayment of the outstanding Loans. At September 30, 2022 , the effective interest rate on the Loans was 14.09 % and there were no events of default during the nine months ended September 30, 2022. The Loans contains a contingent interest feature in the event of default that is not clearly and closely related to the underlying note and meets the definition of a derivative. The Company concluded that the fair value of this derivative was insignificant at September 30, 2022. Pursuant to the Loan Agreement, beginning on the first anniversary of the closing, the Company is subject to a financial covenant that requires the Company to have at least two drug products utilizing its oral delivery technology in clinical development at all times. The financial covenant does not apply if the Company has a market capitalization above $ 650.0 million. The Loan Agreement also contains various covenants and restrictive provisions that, among other things, limit the Company’s ability to (i) incur additional debt, guarantees or liens; (ii) pay any dividends; (iii) enter into certain change of control transactions; (iv) sell, transfer, lease, license, or otherwise dispose of certain assets; (v) make certain investments or loans; and (vi) engage in certain transactions with related persons. As of September 30, 2022, the Company was in compliance with all applicable debt covenants under the Loan Agreement. As of September 30, 2022, future principal payments for the Company’s debt are as follows (in thousands): Year ending December 31, 2022 (remaining three months) $ — 2023 — 2024 2,500 2025 7,500 2026 5,000 Total principal payments $ 15,000 Less: amount representing debt discount ( 909 ) Total long-term debt $ 14,091 The fair value of the warrants to purchase the Company's Class A common stock issued in connection with the Loan Agreement were estimated on the date of issuance using the Black-Scholes valuation model and recorded to additional paid-in capital. The fair value of the warrants on the date of issuance as well as the debt issuance costs incurred in connection with the entry into the Loan Agreement are presented as a direct deduction from the carrying amount of the term loan on the condensed consolidated balance sheet and are being amortized utilizing the effective interest method over the term of the loan. The Company recorded interest expense for the amortization of the fair value of the warrants and debt issuance costs that were de minimis for the three and nine months ended September 30, 2022. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company is the managing member of Rani LLC and, as a result, consolidates the financial results of Rani LLC and its taxable subsidiary RMS in the condensed consolidated financial statements. Rani LLC is a pass-through entity for United States federal and most applicable state and local income tax purposes following the IPO and Organizational Transactions. As an entity classified as a partnership for tax purposes, Rani LLC is not subject to United States federal and certain state and local income taxes. Any taxable income or loss generated by Rani LLC is passed through to, and included in the taxable income or loss of, its members, including the Company. The Company is taxed as a corporation and pays corporate federal, state and local taxes with respect to income allocated to it, based on its economic interest in Rani LLC. The Company's tax provision also includes the activity of RMS, which is taxed as a corporation for United States federal and state income tax purposes. The Company’s effective income tax rate was ( 0.24 )% and ( 0.21 )% for the nine months ended September 30, 2022 and 2021, respectively. As a result of the exchanges for the nine months ended September 30, 2022 (Note 10), the Company recorded a $ 18.0 million deferred tax asset related to income tax benefit associated with the basis of the net assets of Rani LLC. Because of the Company’s history of operating losses, the Company believes that recognition of the deferred tax assets arising from such future income tax benefits is currently not more-likely-than-not to be realized and, accordingly, has recognized a full valuation allowance on its deferred tax assets. There were no material changes to uncertain tax positions for the nine months ended September 30, 2022 and 2021, and the Company does not anticipate material changes within the next 12 months. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 15. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per Class A common share attributable to Rani Holdings (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc. $ ( 7,955 ) $ ( 3,142 ) $ ( 21,802 ) $ ( 3,142 ) Denominator: Weighted average Class A common share outstanding—basic and diluted 24,468 19,437 23,449 19,437 Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc.—basic and diluted $ ( 0.33 ) $ ( 0.16 ) $ ( 0.93 ) $ ( 0.16 ) The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per Class A common share attributable to Rani Holdings: As of September 30, 2022 2021 Paired Interests 24,640,196 29,290,391 Stock options 3,769,969 2,119,524 Non-corresponding Class A Units 1,387,471 1,545,811 Restricted stock units 685,650 597,500 Warrants 76,336 — Restricted stock awards 75,388 119,915 Shares issuable pursuant to the ESPP 30,558 — 30,665,568 33,673,141 Shares of Class B common stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been provided. The outstanding shares of Class B common stock were determined to be anti-dilutive for the nine months ended September 30, 2022 . Therefore, they are not included in the computation of net loss per Class A common share attributable to Rani Holdings. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company operates and controls all of the business and affairs of Rani LLC, and through Rani LLC and its subsidiary, conducts its business. Because the Company manages and operates the business and controls the strategic decisions and day-to-day operations of Rani LLC and also has a substantial financial interest in Rani LLC, the Company consolidates the financial results of Rani LLC, and a portion of its net loss is allocated to the non-controlling interests in Rani LLC held by the Continuing LLC Owners. All intercompany accounts and transactions have been eliminated in consolidation. The Organizational Transactions were considered transactions between entities under common control. As a result, the condensed consolidated financial statements for periods prior to the IPO and the Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to Form 10-Q of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments necessary to fairly state the financial position and the results of the Company's operations and cash flows for interim periods in accordance with U.S. GAAP. All such adjustments are of a normal, recurring nature except for the adoption of the new lease accounting standard. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any future period. The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the 2021 consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Estimates include, but are not limited to equity-based compensation expense, accrued research and development costs, the measurement of right-of-use assets and lease liabilities and related incremental borrowing rate, the fair value of warrants and, until the occurrence of the Company's IPO, the fair value of Profits Interests and preferred unit warrants. Actual results may differ materially and adversely from these estimates. |
Significant Accounting Policies | Significant Accounting Policies A description of the Company’s significant accounting policies is included in the audited consolidated financial statements within its Annual Report on Form 10-K for the year ended December 31, 2021. Except as noted below, there have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2022 . |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains accounts in federally insured financial institutions in excess of federally insured limits. The Company also holds money market funds that are not federally insured. However, management believes the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which these deposits are held and of the money market funds and other entities in which these investments are made. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The extent to which the COVID-19 pandemic will further directly or indirectly impact the Company's results of operation and financial condition has been and will continue to be driven by many factors, most of which are beyond the Company's control and ability to forecast. Because of these uncertainties, the Company cannot estimate how long or to what extent COVID-19 will impact the Company's operations. |
Cash Equivalents, Restricted Cash Equivalents and Marketable Securities | Cash Equivalents and Restricted Cash Equivalents The Company considers all cash held on deposit and highly liquid investments purchased with original or remaining maturities of less than three months at the date of purchase to be cash equivalents. Restricted cash equivalents consist of cash collateral required by a bank in connection with the Company's commercial credit cards program. The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the condensed consolidated balance sheet which, in aggregate, represents the amount reported in the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021: As of September 30, 2022 2021 End of Period: Cash and cash equivalents $ 27,219 $ 129,743 Restricted cash equivalents 500 — Total cash, cash equivalents and restricted cash equivalents $ 27,719 $ 129,743 Marketable Securities The Company invests its excess cash in marketable securities with high credit ratings including securities issued by U.S. and international governments and their agencies, corporate debt securities and commercial paper. The Company has assessed U.S. government treasuries as Level 1 and all other marketable securities as Level 2 within the fair value hierarchy of Accounting Standard Codification (“ASC”) Topic 820. All the Company's marketable securities have been accounted for as available-for-sale and carried at fair value. The Company classifies all its available-for-sale marketable securities, including those with maturity dates beyond one year, as current assets on the condensed consolidated balance sheets as the Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income and other, net on the condensed consolidated statements of operations and comprehensive loss. Realized gains and losses on marketable securities are included in other income (expense) on the condensed consolidated statements of operations. Gains and losses on sales are recorded based on the trade date and determined using the specific identification method. The Company has adopted Accounting Standard Codification Topic 326. Under Subtopic 326-30, the Company periodically assesses its available-for-sale marketable securities for impairment. For debt securities in an unrealized loss position, this assessment first takes into account the Company's intent to sell, or whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through interest expense and other, net. For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded in other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recorded through an allowance for credit losses is recognized in other comprehensive loss. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of an available-for-sale marketable security is confirmed or when either of the criteria regarding intent or requirement to sell is met. These changes are recorded in other income (expense), net. The Company has made an accounting policy election to not measure an allowance for credit loss for accrued interest receivables and will recognize a credit loss for accrued interest receivables when the loss becomes probable and estimable. As of September 30, 2022 , interest income receivable recorded as a component of prepaid expenses and other current assets on the condensed consolidated balance sheet was de minimis. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of the Company’s cash, cash equivalents, restricted cash equivalents, prepaid expenses, accounts payable, and accruals approximate their fair value due to their short-term nature. |
Leases | Leases Prior to January 1, 2022, the Company had one cancelable operating lease agreement for its corporate headquarters and recognized related rent expense on a straight-line basis over the term of the lease. The Company’s lease agreement contained termination and renewal options. The Company did not assume termination nor renewals options in its determination of the lease term unless they were deemed to be reasonably certain at the renewal of the lease. The Company began recognizing rent expense on the date that it obtained the legal right to use and control the leased space. Subsequent to the adoption of the new leasing standard on January 1, 2022, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. For any arrangement that is considered to be a lease with a term greater than one year, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. Operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in the Company’s condensed consolidated balance sheet as of September 30, 2022. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease contract. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the expected lease term. In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received and impairment charges if the Company determines the ROU asset is impaired. The Company considers a lease term to be the noncancelable period during which it has the right to use the underlying asset, including any periods where it is reasonably certain the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU asset have been recorded on the condensed consolidated balance sheet and amortized as lease expense on a straight-line basis over the lease term. |
Long-Term Debt with Detachable Warrants | Long-Term Debt with Detachable Warrants Detachable warrants are evaluated for the classification of warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with equity-classified warrants, the proceeds from the issuance of debt are first allocated to the debt and the warrants at their relative estimated fair values. The portion of the proceeds allocated to the warrants are accounted for as paid-in capital and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and beneficial conversion features, are allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument. The Company considers whether there are any embedded features in debt instruments that require bifurcation and separate accounting as derivative financial instruments. |
Tax Receivable Agreement | Tax Receivable Agreement In August 2021, in connection with the IPO and Organizational Transactions, the Company entered into a tax receivable agreement ("TRA") with certain of the Continuing LLC Owners. The TRA provides that the Company pay to such Continuing LLC Owners, 85 % of the amount of tax benefits, if any, it is deemed to realize (calculated using certain assumptions) as a result of (i) increases in the tax basis of assets of Rani LLC resulting from (a) any future redemptions or exchanges of Paired Interests or non-corresponding Class A Units of Rani LLC and (b) payments under the TRA and (ii) certain other benefits arising from payments under the TRA (collectively the “Tax Attributes”). A liability for the payable to parties subject to the TRA, and a reduction to stockholders’ equity, is accrued when (i) an exchange of a Paired Interest or non-corresponding Class A Units of Rani LLC has occurred and (ii) when it is deemed probable that the Tax Attributes associated with the exchange will be used to reduce the Company’s taxable income based on the contractual percentage of the benefit of Tax Attributes that the Company expects to receive over a period of time (Note 14). |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and/or circumstances from non-owner sources. Other comprehensive loss represents changes in fair value of our available-for-sale marketable securities. |
Net Loss Per Class A Common Share Attributable to Rani Holdings | Net Loss Per Class A Common Share Attributable to Rani Holdings Basic net loss per Class A common share attributable to Rani Holdings is computed by dividing net loss attributable to the Company by the weighted average number of Class A common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per Class A common share is computed giving effect to all potentially dilutive shares. Diluted net loss per Class A common share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. |
Non-controlling Interest | Non-Controlling Interest Non-controlling interest ("NCI") represents the portion of income or loss, net assets and comprehensive loss of the Company's consolidated subsidiary that is not allocable to Rani Holdings based on the Company's percentage of ownership of Rani LLC. In August 2021, based on the Organizational Transactions, Rani Holdings became the sole managing member of Rani LLC. As of September 30, 2022 , Rani Holdings held approximately 49 % of the Class A Units of Rani LLC, and approximately 51 % of the outstanding Class A Units of Rani LLC are held by the Continuing LLC Owners. Therefore, the Company reports NCI based on the Class A Units of Rani LLC held by the Continuing LLC Owners on its condensed consolidated balance sheet as of September 30, 2022. Income or loss attributed to the NCI in Rani LLC is based on the Class A Units outstanding during the period for which the income or loss is generated and is presented on the condensed consolidated statements of operations and comprehensive loss. Future exchanges of Paired Interests and non-corresponding Class A Units of Rani LLC will result in a change in ownership and reduce or increase the amount recorded as NCI and increase or decrease additional paid-in-capital when Rani LLC has positive or negative net assets, respectively. From the date of the Organizational Transactions to September 30, 2022 , there were 4,650,195 exchanges of Paired Interests and 158,051 exchanges of non-corresponding Class A Units of Rani LLC for an equal number of shares of the Company's Class A common stock. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), as subsequently amended, to improve financial reporting and disclosures about leasing transactions. The Company adopted this standard on January 1, 2022 using the modified retrospective approach and elected the package of practical expedients permitted under transition guidance, which allowed the Company to carry forward its historical assessments of: 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs, where applicable. The Company did not elect the practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. The Company elected the post-transition practical expedient to not separate lease components from non-lease components for all existing lease classes. The Company also elected a policy of not recording leases on its condensed balance sheets when the leases have a term of twelve months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The adoption of this standard resulted in the recognition of a ROU asset and lease liabilities of $ 1.3 million, respectively. The adoption of the standard had no impact on the Company’s condensed consolidated statements of operations and comprehensive loss or to its cash flows from or used in operating, financing, or investing activities on its condensed consolidated statements of cash flows. No cumulative-effect adjustment within accumulated deficit was required to be recorded as a result of adopting this standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), that revises the measurement of credit losses for most financial instruments measured at amortized cost, including trade receivables, from an incurred loss methodology to an expected loss methodology which results in earlier recognition of credit losses. Under the incurred loss model, a loss is not recognized until it is probable that the loss-causing event has already occurred. The standard introduces a forward-looking expected credit loss model that requires an estimate of the expected credit losses over the life of the instrument by considering all relevant information including historical experience, current conditions, and reasonable and supportable forecasts that affect collectability. In addition, the standard also modifies the impairment model for available-for-sale debt securities, which are measured at fair value, by eliminating the consideration for the length of time fair value has been less than amortized cost when assessing credit loss for a debt security and provides for reversals of credit losses through income upon credit improvement. The Company early adopted this standard on July 1, 2022, for the interim period ended September 30, 2022. Based on the composition of the Company's investment portfolio, which reflects the Company's primary investment objective of capital preservation, the adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements or related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Reconciliation of cash, cash equivalents and restricted cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash equivalents reported within the condensed consolidated balance sheet which, in aggregate, represents the amount reported in the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021: As of September 30, 2022 2021 End of Period: Cash and cash equivalents $ 27,219 $ 129,743 Restricted cash equivalents 500 — Total cash, cash equivalents and restricted cash equivalents $ 27,719 $ 129,743 |
Cash, Cash Equivalents, Restr_2
Cash, Cash Equivalents, Restricted Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Summary of cash, cash equivalents, restricted cash equivalents and marketable securities | The following tables summarizes the amortized cost and fair value of the Company's cash equivalents, restricted cash equivalents and marketable securities by major investment category: As of September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Current assets: Cash equivalents: Money market funds $ 23,286 $ — $ — $ 23,286 Total cash equivalents 23,286 — — 23,286 Restricted cash equivalents: Money market funds 500 — — 500 Total cash equivalents and restricted cash equivalents 23,786 — — 23,786 Marketable securities: U.S. Treasuries 37,738 — ( 75 ) 37,663 Commercial paper 26,417 — — 26,417 Corporate debt securities 5,434 — ( 38 ) 5,396 International government 1,481 — ( 5 ) 1,476 Total marketable securities 71,070 — ( 118 ) 70,952 Total cash equivalents, restricted cash equivalents and marketable securities $ 94,856 $ — $ ( 118 ) $ 94,738 As of December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Current assets: Cash equivalents: Money market funds $ 115,595 $ — $ — $ 115,595 Total cash equivalents $ 115,595 $ — $ — $ 115,595 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Recorded at Fair Value on a Recurring Basis | The following tables presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of inputs used in such measurements (in thousands): As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 23,286 $ — $ — $ 23,286 Restricted cash equivalents: Money market funds 500 — — 500 Marketable securities U.S. Treasuries 37,663 — — 37,663 Commercial paper — 26,417 — 26,417 Corporate debt securities — 5,396 — 5,396 International government — 1,476 — 1,476 Total assets $ 61,449 $ 33,289 $ — $ 94,738 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 115,595 $ — $ — $ 115,595 Total assets $ 115,595 $ — $ — $ 115,595 |
Summary of the Changes in the Fair Value of the Company’s Liability | The following tables set forth a summary of the changes in the fair value of the Company’s liability measured using Level 3 inputs (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ — $ 606 $ — $ 320 Change in estimated fair value of Series E warrants — 85 — 371 Settlement of Series E warrants — ( 691 ) — ( 691 ) Balance at end of period $ — $ — $ — $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): September 30, December 31, 2022 2021 Payroll and related $ 2,950 $ 202 Accrued professional fees 471 213 Accrued preclinical and clinical trial costs 422 621 Other 514 398 Total accrued expenses $ 4,357 $ 1,434 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Charged for Services and Rent | The table below details the amounts charged by ICL for services and rent, net of the amount that the Company charged ICL, which is included in the condensed consolidated statements of operations and comprehensive loss (in thousa nds): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 318 $ 222 $ 844 $ 377 General and administrative 54 149 170 516 Total $ 372 $ 371 $ 1,014 $ 893 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Consolidated Balance Sheets and Statements of Cash Flow related to Leases | Supplemental information on the Company’s condensed consolidated balance sheet and statements of cash flow as of September 30, 2022 related to leases was as follows (in thousands): September 30, 2022 Balance sheet Operating lease right-of-use assets $ 1,302 Operating lease liability, current portion $ 984 Operating lease liability, less current portion 318 Total operating lease liability $ 1,302 September 30, 2022 Cash flows Cash paid for amounts included in lease liabilities: Operating cash flows used for operating leases $ 574 September 30, 2022 Weighted-average remaining lease term 1.4 years Weighted-average discount rate 6.9 % |
Summary of Future Minimum Operating Lease Payments | As of September 30, 2022, minimum annual rental payments under the Company’s operating lease agreements are as follows (in thousands): Year ending December 31, 2022 (remaining three months) $ 258 2023 1,044 2024 59 Total undiscounted future minimum lease payments $ 1,361 Less: Imputed interest ( 59 ) Total operating lease liability $ 1,302 Less: Operating lease liability, current portion 984 Operating lease liability, less current portion $ 318 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Unit and Award Activity | A summary of RSU activity during the periods indicated is as follows: Number of Restricted Stock Units Weighted Average Grant-Date Fair Value per Share Balance at December 31, 2021 596,500 $ 19.56 Granted 443,400 $ 13.21 Vested ( 267,650 ) $ 19.56 Forfeited ( 86,600 ) $ 17.87 Balance at September 30, 2022 685,650 $ 15.67 A summary of RSA activity during the periods indicated is as follows: Number of Restricted Stock Awards Weighted Average Grant-Date Fair Value per Share Balance at December 31, 2021 113,173 $ 6.15 Vested ( 33,237 ) $ 6.16 Forfeited ( 4,548 ) $ 6.25 Balance at September 30, 2022 75,388 $ 6.14 |
Summary of Components of Equity-based Compensation Expense | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,700 6,635 $ 4,586 $ 6,922 General and administrative 2,702 12,061 6,697 12,509 Total equity-based compensation $ 4,402 18,696 $ 11,283 $ 19,431 |
Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options and Options for Common Units Activity | A summary of stock option activity during the periods indicated is as follows: Number of Stock Option Awards Weighted Average Exercise Price Weighted Aggregate Intrinsic Value (in thousands) Balance at December 31, 2021 2,300,819 $ 14.12 9.55 $ 976 Granted 1,525,285 $ 12.67 9.52 $ — Cancelled ( 56,135 ) $ 16.04 Balance at September 30, 2022 3,769,969 $ 13.50 9.10 $ 170 Exercisable at September 30, 2022 851,908 $ 13.07 8.88 $ 61 Nonvested at September 30, 2022 2,918,061 $ 13.63 9.16 $ 109 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Payments for the Company's Debt | As of September 30, 2022, future principal payments for the Company’s debt are as follows (in thousands): Year ending December 31, 2022 (remaining three months) $ — 2023 — 2024 2,500 2025 7,500 2026 5,000 Total principal payments $ 15,000 Less: amount representing debt discount ( 909 ) Total long-term debt $ 14,091 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Class A Common Share | The following table sets forth the computation of basic and diluted net loss per Class A common share attributable to Rani Holdings (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc. $ ( 7,955 ) $ ( 3,142 ) $ ( 21,802 ) $ ( 3,142 ) Denominator: Weighted average Class A common share outstanding—basic and diluted 24,468 19,437 23,449 19,437 Net loss per Class A common share attributable to Rani Therapeutics Holdings, Inc.—basic and diluted $ ( 0.33 ) $ ( 0.16 ) $ ( 0.93 ) $ ( 0.16 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per Class A common share attributable to Rani Holdings: As of September 30, 2022 2021 Paired Interests 24,640,196 29,290,391 Stock options 3,769,969 2,119,524 Non-corresponding Class A Units 1,387,471 1,545,811 Restricted stock units 685,650 597,500 Warrants 76,336 — Restricted stock awards 75,388 119,915 Shares issuable pursuant to the ESPP 30,558 — 30,665,568 33,673,141 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Aug. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Date of incorporation | Apr. 06, 2021 | |||||||||
Proceeds from issuance from initial public offering | $ | $ 73,600 | $ 0 | $ 74,218 | |||||||
Net loss | $ | $ 16,208 | $ 15,966 | $ 13,828 | $ 28,700 | $ 5,485 | $ 5,598 | 46,002 | 39,783 | ||
Comprehensive loss | $ | 16,326 | $ 28,700 | 46,120 | 39,783 | ||||||
Accumulated deficit | $ | (30,133) | (30,133) | $ (8,331) | |||||||
Operating activities, net | $ | 31,886 | $ 20,796 | ||||||||
Cash, cash equivalents, restricted cash equivalents and marketable securities | $ | $ 98,700 | $ 98,700 | ||||||||
Number of operating segment | Segment | 1 | |||||||||
Common Class A [Member] | ||||||||||
Issuance of common stock, shares | 6,458,904 | |||||||||
Parent Company [Member] | ||||||||||
Issuance of common stock, shares | 2,100,800 | |||||||||
Parent Company [Member] | Common Class A [Member] | ||||||||||
Issuance of common stock, shares | 7,666,667 | |||||||||
Common Stock, Voting Rights | Class A common stock, each share of which entitles its holders to one vote per share | |||||||||
Common stock, conversion basis | In connection with the closing of the IPO, each LLC interest was exchanged 1 for 0.5282 as determined and predicated on the initial public offering price of the Company’s Class A common stock; | |||||||||
Exchange Of Common Units | 12,047,925 | |||||||||
Parent Company [Member] | Common Class A [Member] | IPO | ||||||||||
Issuance of common stock, shares | 7,666,667 | |||||||||
Stock offering price per share | $ / shares | $ 11 | |||||||||
Parent Company [Member] | Common Class B [Member] | ||||||||||
Issuance of common stock, shares | 29,290,391 | |||||||||
Common Stock, Voting Rights | Class B common stock, each share of which entitles its holders to 10 votes per share on all matters presented to the Company's stockholders | |||||||||
Parent Company [Member] | Common Class C [Member] | ||||||||||
Common Stock, Voting Rights | Class C common stock, which has no voting rights, except as otherwise required by law | |||||||||
Rani L L C [Member] | ||||||||||
Exchange Of Common Units | 4,650,195 | 4,650,195 | ||||||||
Rani L L C [Member] | Common Class A [Member] | ||||||||||
Issuance of common stock, shares | 1,387,471 | |||||||||
Exchange Of Common Units | 158,051 | 158,051 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 27,219 | $ 117,453 | $ 129,743 |
Restricted cash equivalents | 500 | 0 | |
Total cash, cash equivalents and restricted cash equivalents | $ 27,719 | $ 129,743 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred revenue | $ 0 | $ 0 | |
Operating lease right-of-use assets | 1,302 | $ 0 | |
Lease liability | $ 1,302 | ||
Continuing LLC Owners [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of tax benefit to be transferred | 85% | ||
Rani LLC [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Exchanges of non-corresponding Class A Units of Rani LLC | 4,650,195 | ||
Adoption of Accounting Standards Update 2016-02 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Operating lease right-of-use assets | $ 1,300 | ||
Lease liability | $ 1,300 | ||
Common Class A [Member] | Rani LLC [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Exchanges of non-corresponding Class A Units of Rani LLC | 158,051 | ||
Class A unit Member | Continuing LLC Owners [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
General Partner Ownership Interest | 49% | ||
Outstanding Capital Class A Unit [Member] | Continuing LLC Owners [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
General Partner Ownership Interest | 51% |
Cash, Cash Equivalents, Restr_3
Cash, Cash Equivalents, Restricted Cash Equivalents and Marketable Securities - Summary of ash, cash equivalents, restricted cash equivalents and marketable securities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | $ 94,856 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | (118) | |
Estimated Fair Value | 94,738 | |
Cash Equivalents [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 23,286 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | 0 | |
Estimated Fair Value | 23,286 | |
Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 23,286 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | 0 | |
Estimated Fair Value | 23,286 | |
Cash Equivalents [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | $ 115,595 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | 0 | |
Estimated Fair Value | 115,595 | |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 115,595 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | 0 | |
Estimated Fair Value | $ 115,595 | |
Marketable securities | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 71,070 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | (118) | |
Estimated Fair Value | 70,952 | |
Marketable securities | US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 37,738 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | (75) | |
Estimated Fair Value | 37,663 | |
Marketable securities | Commercial Paper [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 26,417 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | 0 | |
Estimated Fair Value | 26,417 | |
Marketable securities | Corporate Debt Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 5,434 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | (38) | |
Estimated Fair Value | 5,396 | |
Marketable securities | International government | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 1,481 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | (5) | |
Estimated Fair Value | 1,476 | |
Restricted Cash Equivalents [Member] | Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 500 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | 0 | |
Estimated Fair Value | 500 | |
Cash, equivalents and restricted cash equivalents [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost | 23,786 | |
Gross unrealized Gains | 0 | |
Gross Unrealized loss | 0 | |
Estimated Fair Value | $ 23,786 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable Securities | $ 94,738 | |
Fair Value, Recurring | ||
Assets: | ||
Total assets | 94,738 | $ 115,595 |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable Securities | 26,417 | |
Fair Value, Recurring | U.S. Treasuries | ||
Assets: | ||
Marketable Securities | 37,663 | |
Fair Value, Recurring | Corporate debt securities | ||
Assets: | ||
Marketable Securities | 5,396 | |
Fair Value, Recurring | International goverment | ||
Assets: | ||
Marketable Securities | 1,476 | |
Fair Value, Recurring | Money market funds | ||
Assets: | ||
Cash Equivalents | 23,286 | 115,595 |
Restricted Cash Equivalents | 500 | |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 61,449 | 115,595 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable Securities | 0 | |
Level 1 | Fair Value, Recurring | U.S. Treasuries | ||
Assets: | ||
Marketable Securities | 37,663 | |
Level 1 | Fair Value, Recurring | Corporate debt securities | ||
Assets: | ||
Marketable Securities | 0 | |
Level 1 | Fair Value, Recurring | International goverment | ||
Assets: | ||
Marketable Securities | 0 | |
Level 1 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Cash Equivalents | 23,286 | 115,595 |
Restricted Cash Equivalents | 500 | |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 33,289 | 0 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable Securities | 26,417 | |
Level 2 | Fair Value, Recurring | U.S. Treasuries | ||
Assets: | ||
Marketable Securities | 0 | |
Level 2 | Fair Value, Recurring | Corporate debt securities | ||
Assets: | ||
Marketable Securities | 5,396 | |
Level 2 | Fair Value, Recurring | International goverment | ||
Assets: | ||
Marketable Securities | 1,476 | |
Level 2 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Cash Equivalents | 0 | 0 |
Restricted Cash Equivalents | 0 | |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Marketable Securities | 0 | |
Level 3 | Fair Value, Recurring | U.S. Treasuries | ||
Assets: | ||
Marketable Securities | 0 | |
Level 3 | Fair Value, Recurring | Corporate debt securities | ||
Assets: | ||
Marketable Securities | 0 | |
Level 3 | Fair Value, Recurring | International goverment | ||
Assets: | ||
Marketable Securities | 0 | |
Level 3 | Fair Value, Recurring | Money market funds | ||
Assets: | ||
Cash Equivalents | 0 | $ 0 |
Restricted Cash Equivalents | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Issued classified warrants | $ 0.5 | $ 0.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the changes in the fair value of the Liability (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Balance at beginning of period | $ 0 | $ 606 | $ 0 | $ 320 |
Balance at end of period | 0 | 0 | 0 | 0 |
Series E Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Change in estimated fair value | 0 | 85 | 0 | 371 |
Settlement of Series E warrants | $ 0 | $ (691) | $ 0 | $ (691) |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | ||
Payroll and related | $ 2,950 | $ 202 |
Accrued professional fees | 471 | 213 |
Accrued preclinical and clinical trial costs | 422 | 621 |
Other | 514 | 398 |
Total accrued expenses | $ 4,357 | $ 1,434 |
Evaluation Agreements - Additio
Evaluation Agreements - Additional information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |||
Nov. 30, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Deferred revenue | $ 0 | $ 0 | |||
Takeda Agreement [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Upfront payment | $ 5.9 | ||||
Amount payable for evaluation services | $ 3 | ||||
Agreement termination period | 30 days | ||||
Agreement termination negotiation period | 120 days | ||||
Revenue from contract | $ 0 | $ 2.7 | |||
Deferred revenue | $ 2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||
Aug. 31, 2022 | Aug. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||
Lessee, Operating Lease, Description | The Rani LLC-ICL Service Agreement has a twelve-month term and will automatically renew for a successive twelve-month periods unless terminated; except that the Occupancy Services in Milpitas, California have an original term until February 2023, with the potential for two annual renewals, subject to approval by the landlord upon a nine months’ notice of renewal prior to the end of the lease term, and the Occupancy Services in San Antonio, Texas continue until either party gives six months’ notice of termination. | ||||||
Notes receivable repaid | $ 1,700 | ||||||
Aggregate desired patent acquisition | $ 1,000 | ||||||
Proceeds from Issuance of Common Stock | 71,100 | ||||||
Equity-based compensation expense | $ 11,283 | $ 19,431 | |||||
Rani Therapeutics Holdings Inc. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock, shares | 2,100,800 | ||||||
Secondary Sales Transactions | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of common units | 210,000 | ||||||
Common unit, price per share | $ 7.1471 | ||||||
Equity-based compensation expense | $ 500 | ||||||
Sales price and fair value of common units, difference | 500 | ||||||
Tax Receivable Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Exchange of paired interests | 2,317,184 | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of stock, shares | 5,277,729 | ||||||
Issuance of common stock, shares | 6,458,904 | ||||||
Common stock units issued | 24,720,000 | 19,712,000 | |||||
Proceeds from Issuance of Common Stock | $ 150,000 | ||||||
Common Class A [Member] | Rani Therapeutics Holdings Inc. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock, shares | 7,666,667 | ||||||
Exchange Of Common Units | 12,047,925 | ||||||
Series E Preferred Units [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock, shares | 7,880,120 | ||||||
Research and Development Expense | Secondary Sales Transactions | |||||||
Related Party Transaction [Line Items] | |||||||
Equity-based compensation expense | 300 | ||||||
General and Administrative Expense | Secondary Sales Transactions | |||||||
Related Party Transaction [Line Items] | |||||||
Equity-based compensation expense | $ 200 | ||||||
ICL | |||||||
Related Party Transaction [Line Items] | |||||||
One time patent payment to related party | $ 300 | ||||||
Exchange of paired interests | 2,317,184 | ||||||
ICL | Exclusive License Intellectual Property and Common Unit Purchase Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock units issued | 46,000,000 | ||||||
RMS-ICL | |||||||
Related Party Transaction [Line Items] | |||||||
Service agreement term | pursuant to which ICL agreed to rent a specified portion of its facility in San Jose, California to RMS. Additionally, RMS and ICL agreed to provide personnel services to the other upon requests based on rates specified in the RMS-ICL Service Agreement. In April 2022, RMS assigned the RMS-ICL Service Agreement to Rani LLC. The RMS-ICL Service Agreement has a twelve-month term and will automatically renew for successive twelve-month periods unless terminated. Rani LLC or ICL may terminate services under the RMS-ICL Service Agreement upon 60 days' notice to the other party, except for occupancy which requires six months’ notice. The RMS-ICL Service Agreement specifies the scope of services to be provided as well as the methods for determining the costs of services. Costs are billed or charged on a monthly basis by ICL or Rani LLC, respectively, as well as allocations of expenses based upon Rani LLC’s utilization of ICL’s facilities and equipment. |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amounts Charged for Services and Rent (Details) - ICL - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Related party charges | $ 372 | $ 371 | $ 1,014 | $ 893 |
Research and Development Expense | ||||
Related Party Transaction [Line Items] | ||||
Related party charges | 318 | 222 | 844 | 377 |
General and Administrative Expense | ||||
Related Party Transaction [Line Items] | ||||
Related party charges | $ 54 | $ 149 | $ 170 | $ 516 |
Leases - Summary of consolidate
Leases - Summary of consolidated balance sheets and statements of cash flow related to leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Balance sheet | ||
Operating lease right-of-use assets | $ 1,302 | $ 0 |
Operating lease liability, current portion | 984 | 0 |
Operating lease liability, less current portion | 318 | $ 0 |
Total operating lease liability | 1,302 | |
Cash paid for amounts included in lease liabilities: | ||
Operating cash flows used for operating leases | $ 574 | |
Weighted average remaining lease term | 1 year 4 months 24 days | |
Weighted average discount rate | 6.90% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Operating Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2022 (remaining three months) | $ 258 | |
2023 | 1,044 | |
2024 | 59 | |
Total undiscounted future minimum lease payments | 1,361 | |
Less: Imputed interest | (59) | |
Total operating lease liability | 1,302 | |
Less: Operating lease liability, current portion | 984 | $ 0 |
Operating lease liability, less current portion | $ 318 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Service agreement remaining term | 1 year 4 months 24 days | |
2022 (from April to December) | $ 258 | |
2023 (totaled) | 1,044 | |
RMS-ICL Service Agreement [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expenses | 1,100 | $ 600 |
Rani LLC-ICL Service Agreement [Member] | ||
Lessee, Lease, Description [Line Items] | ||
2022 (from April to December) | 100 | |
2023 (totaled) | $ 100 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - $ / shares | Sep. 30, 2022 | Aug. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 11.79 | |
Loan and Security Agreement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercisable period | 5 years | |
Warrant exercise price | $ 11.79 | |
Class of Warrant or Right, Outstanding | 76,336 | |
Loan and Security Agreement [Member] | Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Securities purchase in exchange for warrant | 76,336 |
Stockholders' Equity_Members'_2
Stockholders' Equity/Members' Deficit - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended |
Aug. 31, 2022 | Sep. 30, 2022 | |
Exchange of shares issued | $ 71.1 | |
Rani LLC [Member] | ||
Exchange Of Common Units | 4,650,195 | |
Previously Reported [Member] | ||
Common units, authorized | 101,000,000 | |
Sales Agreement | ||
Component of prepaid expenses | $ 0.3 | |
Convertible Preferred Units | Previously Reported [Member] | ||
Common units reserved for issuance | 32,620,000 | |
Common Class A | ||
Exchange of shares issued | $ 150 | |
Common Class A | Rani LLC [Member] | ||
Exchange Of Common Units | 158,051 | |
Profits Interests | Previously Reported [Member] | ||
Common units reserved for issuance | 10,850,000 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,402 | $ 18,696 | $ 11,283 | $ 19,431 |
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized equity-based compensation expense | 25,600 | $ 25,600 | ||
Recognized over a weighted-average period | 2 years 8 months 12 days | |||
Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized equity-based compensation expense | 9,700 | $ 9,700 | ||
Recognized over a weighted-average period | 2 years 6 months | |||
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized equity-based compensation expense | 200 | $ 200 | ||
Recognized over a weighted-average period | 1 year 2 months 12 days | |||
Fair value of RSAs vested | $ 500 | |||
2021 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 100 | $ 0 | ||
Contributions withheld from employees | $ 200 | $ 200 | ||
Weighted average vesting term | 2 months 12 days |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Outstanding, Beginning balance | 2,300,819 | |
Number of Options, Granted | 1,525,285 | |
Number of options, Forfeited | (56,135) | |
Number of Options, Outstanding, Ending balance | 3,769,969 | 2,300,819 |
Exercisable at June 30, 2022 | 851,908 | |
Nonvested at June 30, 2022 | 2,918,061 | |
Weighted Average Exercise Price per Share, Outstanding, Beginning balance | $ 14.12 | |
Weighted Average Exercise Price per Share, Granted | 12.67 | |
Weighted Average Exercise Price per Share, Forfeited | 16.04 | |
Weighted Average Exercise Price per Share, Outstanding, Ending balance | 13.50 | $ 14.12 |
Weighted Average Exercise Price per Share, Exercisable at June 30, 2022 | 13.07 | |
Weighted Average Exercise Price per Share, Nonvested at June 30, 2022 | $ 13.63 | |
Weighted Average Remaining Contractual Term (in years) | 9 years 1 month 6 days | 9 years 6 months 18 days |
Weighted Average Remaining Contractual Term, Granted (in years) | 9 years 6 months 7 days | |
Weighted Average Remaining Contractual Term, Exercisable at June 30, 2022 (in years) | 8 years 10 months 17 days | |
Weighted Average Remaining Contractual Term, Nonvested at June 30, 2022 (in years) | 9 years 1 month 28 days | |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 976 | |
Aggregate Intrinsic Value, Granted (in thousands) | 0 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 170 | $ 976 |
Aggregate Intrinsic Value, Exercisable at June 30, 2022 (in thousands) | 61 | |
Aggregate Intrinsic Value, Nonvested at June 30, 2022 (in thousands) | $ 109 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Restricted Stock Unit and Award Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, Number of Shares, Beginning Balance | shares | 596,500 |
Granted, Number of Shares | shares | 443,400 |
Vested, Number of Shares | shares | (267,650) |
Forfeited, Number of Shares | shares | (86,600) |
Outstanding, Number of Shares, Ending Balance | shares | 685,650 |
Outstanding, Weighted-Average Grant Date Fair Value | $ / shares | $ 19.56 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | 13.21 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 19.56 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 17.87 |
Outstanding, Weighted-Average Grant Date Fair Value | $ / shares | $ 15.67 |
Restricted Stock Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, Number of Shares, Beginning Balance | shares | 113,173 |
Vested, Number of Shares | shares | (33,237) |
Forfeited, Number of Shares | shares | (4,548) |
Outstanding, Number of Shares, Ending Balance | shares | 75,388 |
Outstanding, Weighted-Average Grant Date Fair Value | $ / shares | $ 6.15 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 6.16 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 6.25 |
Outstanding, Weighted-Average Grant Date Fair Value | $ / shares | $ 6.14 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Components of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total equity-based compensation | $ 4,402 | $ 18,696 | $ 11,283 | $ 19,431 |
Research and Development | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total equity-based compensation | 1,700 | 6,635 | 4,586 | 6,922 |
General and Administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total equity-based compensation | $ 2,702 | $ 12,061 | $ 6,697 | $ 12,509 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Paired Interest $ in Thousands | Sep. 30, 2022 USD ($) |
Maximum | |
Loss Contingencies [Line Items] | |
Income tax payable, amount | $ 20,800 |
Minimum | |
Loss Contingencies [Line Items] | |
Income tax payable, amount | $ 0 |
Long-Term Debt (Additional Info
Long-Term Debt (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended |
Aug. 31, 2022 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Market capitalization amount | $ 650 | |
Debt instrument face amount | $ 15 | |
Warrant exercise price | $ 11.79 | |
Interest Rate On Loan | 14.09% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Interest Rate On Loan | 5.60% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Interest Rate On Loan | 10.35% | |
Loan and Security Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Warrant exercise price | $ 11.79 | |
Debt Instrument Maturity Date | Aug. 01, 2026 | |
Loan and Security Agreement [Member] | Avenue Venture Opportunity Fund L.P Member | ||
Debt Instrument [Line Items] | ||
Maximum Borrowing Capacity | $ 45 | |
Debt instrument face amount | 15 | |
Loan and Security Agreement [Member] | Avenue Venture Opportunity Fund L.P Member | Minimum | ||
Debt Instrument [Line Items] | ||
Proceeds from Issuance of Debt | 15 | |
Loan and Security Agreement [Member] | Avenue Venture Opportunity Fund L.P Member | Maximum | ||
Debt Instrument [Line Items] | ||
Remaining Borrowing Capacity | $ 30 | |
Preferred unit warrant liability | Loan and Security Agreement [Member] | Avenue Venture Opportunity Fund L.P Member | ||
Debt Instrument [Line Items] | ||
Securities purchase in exchange for warrant | 76,336 |
Long-Term Debt - Future princip
Long-Term Debt - Future principal payments for the Company's debt (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Long-Term Debt, Unclassified [Abstract] | |
2022 (remaining three months) | $ 0 |
2023 | 0 |
2024 | 2,500 |
2025 | 7,500 |
2026 | 5,000 |
Total principal payments | 15,000 |
Less: amount representing debt discount | (909) |
Total long-term debt | $ 14,091 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (0.24%) | (0.21%) |
Change in uncertain tax position | $ 0 | $ 0 |
Deferred tax asset | $ 18 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Class A Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (7,955) | $ (3,142) | $ (21,802) | $ (3,142) |
Denominator: | ||||
Weighted-average share outstanding basic | 24,468 | 19,437 | 23,449 | 19,437 |
Weighted-average share outstanding diluted | 24,468 | 19,437 | 23,449 | 19,437 |
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., basic | $ 0.33 | $ 0.16 | $ 0.93 | $ 0.16 |
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., diluted | $ 0.33 | $ 0.16 | $ 0.93 | $ 0.16 |
Common Class A | ||||
Numerator: | ||||
Net loss | $ (7,955) | $ (3,142) | $ (21,802) | $ (3,142) |
Denominator: | ||||
Weighted-average share outstanding basic | 24,468 | 19,437 | 23,449 | 19,437 |
Weighted-average share outstanding diluted | 24,468 | 19,437 | 23,449 | 19,437 |
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., basic | $ 0.33 | $ 0.16 | $ 0.93 | $ 0.16 |
Net loss per Class A common share attributable to Rani Therapeutics Holding, Inc., diluted | $ 0.33 | $ 0.16 | $ 0.93 | $ 0.16 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 30,665,568 | 33,673,141 |
Paired Interest [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 24,640,196 | 29,290,391 |
Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 3,769,969 | 2,119,524 |
Non Corresponding Class A Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 1,387,471 | 1,545,811 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 685,650 | 597,500 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 76,336 | |
Restricted Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 75,388 | 119,915 |
Shares Issuable Pursuant To The ESPP [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 30,558 |