Rapport Announces Proposed Public Offerings of Common Stock and Convertible Notes as well as Concurrent Private Placement

Proposed financing would support RAP-219 trials while adding common shares and unsecured convertible debt.

Rhea-AI Summary

Rapport Therapeutics (Nasdaq: RAPP) has commenced a proposed public offering of $200.0 million in common stock alongside a separate convertible notes offering.

The notes offering comprises $150.0 million in principal due December 1, 2032. Rapport intends to grant 30-day underwriter options for up to $30.0 million of additional stock and up to $22.5 million of additional notes, the latter solely for over-allotments. It also plans a concurrent private placement at the public stock offering’s per-share price.

Rapport intends to use net proceeds to advance ongoing and planned RAP-219 clinical trials, support other research and development, and fund working capital and general corporate purposes. The public offerings are independent of each other; the private placement depends on completion of the public stock offering. The notes would be unsecured, pay interest semi-annually and be convertible into cash, shares or both at Rapport’s election.

4 points · 2 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

2 major · 5 points

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

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed common stock offering would raise $200.0 million, with a 30-day option for up to $30.0 million more. 16% of market cap
• Major point. Forward-looking: it has not happened yet and may not happen.Proposed notes offering would raise $150.0 million, with a 30-day over-allotment option for up to $22.5 million more. 12% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned concurrent private placement would provide additional funding at the public stock offering’s per-share price.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds would fund ongoing and planned RAP-219 clinical trials and other research and development.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed common stock offering and private placement would issue additional shares, diluting existing shareholders.
• Major point. Forward-looking: it has not happened yet and may not happen.Proposed unsecured notes would add debt maturing December 1, 2032, with interest payable semi-annually in arrears.
• Minor point. Forward-looking: it has not happened yet and may not happen.Note conversions could deliver common shares, creating additional dilution, or require cash at Rapport’s election.
• Minor pointConcurrent private placement is contingent on completion of the public common stock offering.
• Minor point. Forward-looking: it has not happened yet and may not happen.Certain fundamental changes would give noteholders conditional rights to cash repurchase at 100% of principal plus accrued unpaid interest.

News Explained

If completed, the common-stock sale would reduce existing holders’ ownership percentages; the offerings have not yet closed.

Rapport Therapeutics has commenced separate proposed common-stock and convertible-note offerings, neither reported as completed; if the stock sale closes, added shares would reduce existing holders’ percentage ownership.

The proposed $200.0 million gross common-stock amount equals 439 days of the last reported operating cash use, while cash and short-term investments at June 30, 2026, equaled 957.3 days at that same historical rate.

The notes’ interest rate and initial conversion rate remain unset until pricing, which the company identifies as when those terms will be determined.

Sources and calculations

• Rapport Therapeutics proposed offerings press release (2026-10-27)
• Dilution definition (undated)
• Rapport Therapeutics second-quarter 2026 financial data (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $200,000,000 / ($41,455,000 / 91) = 439 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($63,612,000 + $372,465,000) / ($41,455,000 / 91) = 957.3 days

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Details

Market Reaction – RAPP

$21.40 – $28.31 Day Range

$1.06B Mkt Cap at Last Price

On Oct 27, the day this news came out, the latest delayed price for RAPP is 19.57% below the previous close. Our momentum scanner has recorded 52 alerts for this stock so far that day. The latest delayed price is $22.15. Relative volume is elevated at 2.1x the average.

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Key Figures

Common stock offering: $200.0 million Convertible notes offering: $150.0 million aggregate principal amount Common stock over-allotment option: Up to $30.0 million; 30-day option +4 more

Common stock offering

$200.0 million

Proposed underwritten offering

Convertible notes offering

$150.0 million aggregate principal amount

Proposed notes due 2032

Common stock over-allotment option

Up to $30.0 million; 30-day option

Additional shares under the same terms and conditions

Notes over-allotment option

Up to $22.5 million; 30-day option

Solely to cover over-allotments, if any

Notes maturity

December 1, 2032

Unless earlier converted, redeemed or repurchased

Redemption trigger

130% of the conversion price

Stock sale price condition for optional redemption on or after December 6, 2030

Fundamental-change repurchase price

100% of principal amount

Plus accrued and unpaid interest

Historical Context

1 past event · Latest: Oct 20

1 event

1. Oct 20

   Phase 2 trial results

   24h Move

   +2.7%

   Phase 2 RAP-219 bipolar mania trial met both endpoints; proceeds target further RAP-219 trials.

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

Key Terms

convertible senior notes, over-allotments, private placement, shelf registration statement, +1 more

5 terms

convertible senior notes financial

"aggregate principal amount of 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.

over-allotments financial

"solely to cover over-allotments, if any"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

private placement financial

"the concurrent private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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.

fundamental change financial

"events that constitute a “fundamental change,”"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

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

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BOSTON and SAN DIEGO, Oct. 27, 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 that it has commenced separate underwritten public offerings of $200.0 million of shares of its common stock (the “common stock offering”) and $150.0 million aggregate principal amount of convertible senior notes due 2032 (the “notes offering” and together with the common stock offering, the “underwritten offerings”). In addition, Rapport intends to grant the underwriters in the common stock offering a 30-day option to purchase up to an additional $30.0 million of shares of its common stock under the same terms and conditions and intends to grant the underwriters a 30-day option to purchase up to an additional $22.5 million aggregate principal amount of notes solely to cover over-allotments, if any. Concurrently with the underwritten offerings, Rapport intends to enter into a share purchase agreement with a certain investor named therein (the “Investor”), in a separately negotiated transaction (the “concurrent private placement” and together with the underwritten offerings, the “offerings”) pursuant to which Rapport intends to offer and sell, and the Investor intends to purchase shares of Rapport’s common stock at the price per share of common stock in the common stock offering. The sale of shares to the Investor in the proposed concurrent private placement will not be registered as part of the common stock offering. The proposed offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.

All of the shares and notes to be sold in the offerings are being sold by Rapport. The consummation of the proposed common stock offering will not be contingent on the consummation of the proposed notes offering or the proposed concurrent private placement, and the consummation of the proposed notes offering will not be contingent on the consummation of the proposed common stock offering or the proposed concurrent private placement. However, the consummation of the proposed concurrent private placement is contingent upon the consummation of the proposed common stock offering.

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

Rapport currently intends to use the net proceeds from the common stock offering, and, if it is consummated, the concurrent private placement, and if it is consummated, the concurrent convertible notes offering, 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.

The notes will be general unsecured obligations of Rapport, will accrue interest payable semi-annually in arrears and will mature on December 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Upon conversion, Rapport will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at Rapport’s election.

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 December 6, 2030, 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. 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 interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the notes offering.

The securities in the proposed underwritten offerings are being 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). Preliminary prospectus supplements and accompanying prospectuses relating to and describing the terms of the proposed underwritten offerings will be filed with the SEC and may be obtained, when available, 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 proposed concurrent private placement has been 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 proposed 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, each 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 market conditions; the anticipated terms of the common stock and notes being offered in the offerings; the grant to the underwriters of an option to purchase additional shares in the common stock offering; the grant to the underwriters of an option to purchase additional notes in the notes offering; the timing, size and expected use of proceeds of the offerings; and Rapport’s ability to complete the offerings.

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 preliminary prospectus supplement and accompanying prospectus related to each proposed underwritten offering to be 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 does Rapport Therapeutics plan to raise through its public offerings?

Rapport proposes to offer $200.0 million of common stock and $150.0 million principal amount of convertible senior notes. Planned 30-day underwriter options cover up to $30.0 million of additional stock and up to $22.5 million of additional notes, with the notes option solely covering over-allotments.

Are Rapport Therapeutics’ proposed offerings dependent on each other?

The public stock and notes offerings are independent: neither depends on completion of the other or the private placement. The concurrent private placement, however, depends on completion of the public common stock offering.

When can Rapport Therapeutics redeem the proposed convertible notes?

Rapport may redeem all or part of the notes for cash on or after December 6, 2030, subject to limitations, if its stock’s last reported sale price has been at least 130% of the applicable conversion price for a specified period. The redemption price would be 100% of principal plus accrued unpaid interest, excluding the redemption date.

What other uses is Rapport Therapeutics considering for the offering proceeds?

Rapport may use a portion of remaining net proceeds to in-license, acquire or invest in complementary businesses, technologies, products or assets. It currently has no agreements or commitments to complete any such transaction.