Rapport Announces Closing of Public Offerings of Common Stock and Pre-Funded Warrants and Convertible Notes, Including Full Exercise of Underwriters’ Options to Purchase Additional Shares and Notes, as well as Concurrent Private Placement

Rapport expects the financing and existing resources to fund operations through the end of 2029, although capital could be used sooner.

Rhea-AI Summary

Rapport Therapeutics (RAPP) closed public offerings and a concurrent private placement, raising approximately $410.7 million in aggregate net proceeds. The transactions included 9,761,905 public shares at $21.00 each, pre-funded warrants for up to 1,190,476 shares at $20.999 each, and 1,428,571 private-placement shares at $21.00 each. Underwriters exercised their additional-share and additional-note options in full.

The financing also included $172.5 million of 2.25% convertible senior notes due December 1, 2032. Their initial conversion price is approximately $26.7750 per share, and conversions will be settled in shares. Rapport intends to fund ongoing and planned RAP-219 clinical trials and other research and development. It expects the proceeds, together with existing cash, cash equivalents and short-term investments, to fund operations through the end of 2029, although capital could be used sooner.

3 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 7 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted offerings generated approximately $410.7 million in aggregate net proceeds. 34% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Rapport expects proceeds and existing resources to fund operations through the end of 2029.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proceeds are intended primarily for ongoing and planned RAP-219 trials and other research and development.

Negative

• Major point9,761,905 public shares at $21.00 each dilute holders, including 1,428,571 shares under the fully exercised option.
• Minor point. Forward-looking: it has not happened yet and may not happen.Pre-funded warrants for up to 1,190,476 shares cost $20.999 each, with $0.001-per-share exercise prices, adding potential dilution.
• Minor point1,428,571 private-placement shares at $21.00 each add dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.$172.5 million unsecured notes add 2.25% annual interest and December 1, 2032 maturity obligations, including the $22.5 million option.
• Minor point. Forward-looking: it has not happened yet and may not happen.Share-settled conversions add potential dilution at an initial conversion price of approximately $26.7750 per share.

2 minor points

• Minor pointOptional cash redemption is restricted by timing, clinical-results, share-price and beneficial-ownership conditions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Certain fundamental changes can trigger holder-required cash repurchases at 100% of principal plus accrued and unpaid interest.

News Explained

Rapport has received approximately $410.7 million net and agreed to register resale of private-placement shares not included in the public offering.

The offerings have closed, bringing Rapport approximately $410.7 million net; its newly issued common shares increase the share count, and warrants and notes can add shares if exercised or converted, reducing existing holders’ percentage ownership.

The concurrent private-placement shares were not registered as part of the public stock offering, and Rapport agreed to file a resale registration statement; the release says U.S. resale requires an effective registration statement or an applicable exemption.

Argus 15 min delay 1 alert

+3.19% vs previous close $25.85 last price 404.7x rel. volume Open Argus

Details

Market move: RAPP +3.19% vs previous close. Public offerings closing

$25.05 – $28.35 Day Range

$1.24B Mkt Cap at Last Price

On Nov 2, the day this news came out, the latest delayed price for RAPP is 3.19% above the previous close. The latest delayed price is $25.85. Relative volume is exceptionally heavy at 404.7x what this stock usually trades by this time of day.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Public common shares: 9,761,905 shares Pre-funded warrants: Up to 1,190,476 shares; $20.999 per warrant; $0.001 exercise price Convertible notes: $172.5 million principal; 2.25% annual interest; due 2032 +2 more

Public common shares

9,761,905 shares

Offering closed at $21.00 per share

Pre-funded warrants

Up to 1,190,476 shares; $20.999 per warrant; $0.001 exercise price

Common stock offering

Convertible notes

$172.5 million principal; 2.25% annual interest; due 2032

Notes offering

Concurrent private placement

1,428,571 shares at $21.00 per share

Separately negotiated sale

Initial conversion terms

37.3483 shares per $1,000 principal; $26.7750 initial conversion price

Convertible notes

Previous Private placement,offering Reports

1 past event · Latest: Oct 28

Same Type 1 event

1. Oct 28

   Offering pricing

   24h Move

   -18.3%

   Pricing established the equity, warrant and note terms that this announcement reports as closed.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, convertible senior notes, physical settlement, over-allotment option, +1 more

5 terms

pre-funded warrants financial

"pre-funded warrants to purchase up to 1,190,476 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

convertible senior notes financial

"$172.5 million aggregate principal amount of 2.25% convertible senior notes due 2032"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

physical settlement financial

"irrevocably fix the settlement method to physical settlement"

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

over-allotment option financial

"exercise in full of the underwriters’ over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

shelf registration statement regulatory

"pursuant to an automatically effective shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

BOSTON and SAN DIEGO, Nov. 02, 2026 (GLOBE NEWSWIRE) -- Rapport Therapeutics, Inc. (Nasdaq: RAPP) (“Rapport” or the “Company”), a clinical-stage biotechnology company dedicated to the discovery and development of small molecule precision medicines for patients with neurological or psychiatric disorders, today announced the closing of its previously announced separate underwritten public offerings of 9,761,905 shares of its common stock, which includes the exercise in full of the underwriters’ option to purchase up to 1,428,571 additional shares of its common stock, at a public offering price of $21.00 per share (the “Offering Price”) and, in lieu of common stock to investors that so choose, pre-funded warrants to purchase up to 1,190,476 shares of its common stock at an offering price of $20.999 per pre-funded warrant, which represents the per share Offering Price less the $0.001 per share exercise price for each pre-funded warrant (the “common stock offering”) and $172.5 million aggregate principal amount of 2.25% convertible senior notes due 2032 (the “notes”), which includes the exercise in full of the underwriters’ over-allotment option to purchase up to an additional $22.5 million aggregate principal amount of notes (the “notes offering” and together with the common stock offering, the “underwritten offerings”). Concurrently with the underwritten offerings, Rapport entered into a securities purchase agreement with a certain investor (the “Investor”), in a separately negotiated transaction (the “concurrent private placement” and together with the underwritten offerings, the “offerings”) pursuant to which Rapport sold to the Investor 1,428,571 shares of Rapport’s common stock, at the Offering Price. The sale of shares to the Investor in the concurrent private placement were not registered as part of the common stock offering.

The aggregate net proceeds to Rapport from the offerings, after deducting the underwriting discounts and commissions and estimated offering expenses with respect to the underwritten offerings, and placement agent fees and estimated expenses with respect to the concurrent private placement, are approximately $410.7 million, including the underwriters’ exercise of their option to purchase additional shares in full and their over-allotment option to purchase additional notes in full. All of the securities in the offerings were sold by Rapport.

Morgan Stanley, Leerink Partners and Evercore ISI acted as joint book-running managers for the underwritten offerings and as placement agents for the concurrent private placement. BTIG and Citizens Capital Markets acted as joint book-running managers in the common stock offering.

Rapport currently intends to use the net proceeds from the offerings primarily to fund its ongoing and planned clinical trials advancing RAP-219, for other research and development, and for working capital and general corporate purposes. Rapport also may use a portion of the remaining net proceeds to in-license, acquire or invest in complementary businesses, technologies, products or assets. However, Rapport currently has no agreements or commitments to complete any such transaction. Rapport believes that the net proceeds from the offerings, together with its existing cash, cash equivalents and short-term investments, will enable it to fund its operations through the end of 2029. Rapport has based this estimate on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects.

The notes are general unsecured obligations of Rapport, will accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2027, and will mature on December 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders may convert all or any portion of their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Rapport has elected to irrevocably fix the settlement method to physical settlement in the indenture governing the notes. As a result, Rapport will satisfy any conversion obligation by delivering shares of its common stock, together with cash in lieu of fractional shares, if applicable. The conversion rate for the notes will initially be 37.3483 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $26.7750 per share of common stock). The initial conversion price represents a premium of approximately 27.50% over the Offering Price per share of common stock in the common stock offering. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.

Rapport may redeem for cash all or any portion of the notes (subject to certain limitations), at Rapport’s option, on a redemption date on or after the later of (x) December 6, 2030, and (y) 60 days following (A) the reported topline data results, including the primary endpoint(s), following completion of prespecified analyses of the primary endpoint(s) under the respective protocols and statistical analysis plans of the FOCUS 1 and FOCUS 2 clinical trials of RAP-219 in drug resistant focal onset seizures as well as the two planned pivotal trials of RAP-219 in acute bipolar mania, or (B) in the event one or more of these trials is terminated, the reported results of the remaining trials, if any, that are completed, in each case, if the last reported sale price per share of Rapport’s common stock has been at least 130% of the conversion price then in effect for a specified period of time, and subject to a beneficial ownership limitation set forth in the indenture. The redemption price will be 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the relevant redemption date.

If Rapport undergoes certain corporate events that constitute a “fundamental change,” then, subject to certain conditions and limited exceptions, noteholders may require Rapport to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The securities in the underwritten offerings were offered by Rapport pursuant to an automatically effective shelf registration statement that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2026 (File No. 333-294170). Each of the final prospectus supplements and accompanying prospectuses relating to and describing the terms of the underwritten offerings was filed with the SEC and may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com; or by accessing the SEC’s website at www.sec.gov.

The offer and sale of the shares in the concurrent private placement was made in a transaction not involving a public offering, and such shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities laws, and are being offered and sold in reliance on Section 4(a)(2) of the Securities Act. The shares in the concurrent private placement may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. Rapport has agreed to file a registration statement with the SEC registering the resale of the shares to be sold in the concurrent private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares to be sold in the concurrent private placement, nor shall there be any sale of such shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Rapport Therapeutics
Rapport Therapeutics is a clinical-stage biotechnology company dedicated to discovering and developing small molecule precision medicines for patients with neurological and psychiatric disorders. The Company’s founders made pioneering discoveries related to the function of receptor associated proteins (“RAPs”) in the brain, which form the basis of Rapport’s RAP technology platform. The platform enables a differentiated approach to generate precision small molecule product candidates with the potential to overcome many limitations of conventional neurology drug discovery. Rapport’s precision neuroscience pipeline includes the Company’s lead investigational drug, RAP-219, which is designed to achieve neuroanatomical specificity through selective targeting of a RAP expressed only in discrete regions of the brain. The pipeline is anchored by the Company’s epilepsy portfolio, including FOS and primary generalized tonic-clonic seizures, as well as bipolar mania. The Company is also advancing additional discovery and preclinical programs leveraging its platform, including in chronic pain and migraine and in hearing and vestibular disorders.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, but are not limited to, express or implied statements regarding uncertainties related to the expected amount of net proceeds, the use of proceeds of the offerings and cash runway.

Forward looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect Rapport’s business, operating results, financial condition and stock value. Factors that could cause actual results to differ materially from those currently anticipated include the risks described in “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC and any subsequent filings with the SEC, including those contained or incorporated by reference in each final prospectus supplement and accompanying prospectus related to the underwritten offerings filed with the SEC. Any forward-looking statements represent Rapport’s views only as of today and should not be relied upon as representing its views as of any subsequent date. Rapport expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Contact
Julie DiCarlo
Head of Communications & IR
Rapport Therapeutics
jdicarlo@rapportrx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Rapport Therapeutics raise in its completed offerings?

Rapport received approximately $410.7 million in aggregate net proceeds from the public offerings and concurrent private placement. This amount is after underwriting discounts and commissions, placement agent fees and estimated expenses, and includes the full exercise of both underwriter options.

What are the conversion and interest terms of Rapport's convertible notes?

The notes initially convert at 37.3483 shares per $1,000 principal amount, equivalent to approximately $26.7750 per share and approximately 27.50% above the common-stock offering price. Conversions will be settled in shares, with cash for fractional shares. Interest is payable semi-annually on June 1 and December 1, beginning June 1, 2027.

When can Rapport redeem its convertible notes for cash?

Rapport can redeem the notes only on or after the later of December 6, 2030 and 60 days after specified trial-results reporting. That reporting covers FOCUS 1, FOCUS 2 and two planned pivotal acute bipolar mania trials, or remaining completed trials if any are terminated. Redemption also requires the stock price to meet a 130% of conversion price threshold for a specified period and is subject to a beneficial-ownership limit. The price is 100% of principal plus accrued and unpaid interest.

Can holders require Rapport to repurchase its convertible notes?

Holders may require cash repurchase following certain corporate events constituting a fundamental change, subject to conditions and limited exceptions. The repurchase price is 100% of the principal being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.