Rapport Therapeutics Inc SEC Filings

Rapport Therapeutics (Nasdaq: RAPP) has filed a Form S-3 shelf registration allowing it to issue up to $400 million of common stock, preferred stock, debt, warrants and/or units. The shelf also contains an at-the-market (ATM) facility that permits the company, through Leerink Partners and Cantor Fitzgerald, to sell up to $150 million of common shares from time to time. Any unsold ATM capacity rolls into the broader $400 million shelf authorization.

The filing provides maximum capital flexibility; securities can be offered in multiple tranches, sizes and structures, enabling management to match financing to clinical milestones or market windows. Proceeds are earmarked for general corporate purposes, including R&D and working capital, but no specific timeline or tranche schedule is set—management retains broad discretion over timing and structure. As of June 27 2025, the stock closed at $11.43 and the company had 36.5 million shares outstanding; full use of the shelf (particularly the ATM) could therefore be meaningfully dilutive.

Rapport is an emerging growth and smaller reporting company, affording reduced disclosure and SOX compliance obligations. Its lead candidate, RAP-219, is in a Phase 2a trial for refractory focal epilepsy with top-line data expected Q3 2025; the program also faces an FDA clinical hold for diabetic peripheral neuropathic pain. Two discovery-stage nicotinic receptor programs are in pre-clinical development. Continued clinical progress will determine the pace at which capital is required.

Key investor considerations:

• The shelf signals an intention to raise substantial funds over the next three years, reflecting the high burn typical of clinical-stage biotech.
• The ATM component allows low-friction, opportunistic issuance but can create steady selling pressure.
• The company’s early-stage pipeline means value inflection is tied to clinical readouts; financing risk and execution risk coexist.

Overall, the filing strengthens liquidity options but introduces potential dilution; investors should monitor issuance cadence against trial progress and cash burn.

Rapport Therapeutics, Inc. (Nasdaq: RAPP) filed a Form 8-K to report the voting results of its 2025 Annual Meeting of Stockholders held on June 17 2025. Of the 36,497,555 shares outstanding on the record date, a quorum was present.

Proposal 1 – Election of three Class I directors (terms expiring 2028)

• Reid Huber, Ph.D.: 31,146,580 for, 776,312 withheld, 1,016,695 broker non-votes
• John Maraganore, Ph.D.: 31,222,571 for, 700,321 withheld, 1,016,695 broker non-votes
• Wendy B. Young, Ph.D.: 31,783,990 for, 138,902 withheld, 1,016,695 broker non-votes

All nominees received a clear majority of votes cast and were duly elected.

Proposal 2 – Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025

• 32,804,657 for, 112,489 against, 22,441 abstain

The appointment of PwC was ratified by 99.4 % of votes cast.

No additional matters were brought to a vote. The filing is routine in nature, dealing solely with corporate governance decisions without disclosing any operational or financial performance data.

Form 4 Overview: Rapport Therapeutics (RAPP) reported an insider transaction for director Ramiro Sanchez on 17 June 2025.

• Type of security: Non-qualified stock option (right to buy).
• Quantity: 10,925 options granted.
• Exercise price: $10.95 per share.
• Vesting: Options vest on the earlier of 17 June 2026 or the date of the next annual meeting, contingent on continued board service.
• Expiration: 17 June 2035.
• Ownership impact: Following the grant, the director now beneficially owns 10,925 derivative securities; no common shares were bought or sold.

The filing indicates a routine equity incentive award to a board member, with no immediate cash outlay or sale of shares. The transaction does not alter the company’s share count or indicate changes in strategic direction but modestly aligns the director’s compensation with long-term shareholder value.

Rapport Therapeutics, Inc. (RAPP) – Form 4 filing

Director Wendy B. Young reported the grant of 10,925 stock options on 17 June 2025 at an exercise price of $10.95. No common shares were bought or sold. The options vest on the earlier of 17 June 2026 or the company’s next annual meeting, contingent on her continued board service, and expire on 17 June 2035. Following the grant, Young beneficially owns 10,925 derivative securities; there is no change to her direct common-stock holdings.

This appears to be a routine equity-incentive award meant to align the director’s interests with shareholders, with no immediate cash impact or dilution event disclosed.

Form 4 Overview – Rapport Therapeutics (RAPP)

• Reporting person: Director John Maraganore.
• Transaction date: 06/17/2025.
• Security: Stock Option (right to buy common shares).
• Quantity granted: 21,850 options.
• Exercise price: $10.95 per share.
• Expiration: 06/17/2035.
• Vesting: Earliest of 06/17/2026 or the next annual shareholder meeting, contingent on continued board service.
• Post-transaction holdings: 21,850 derivative securities; no change reported in directly held common shares.

The filing details a routine director compensation grant rather than an open-market purchase or sale. No shares were disposed of, and the grant does not immediately affect cash flow. Potential dilution is minor—approximately 21.9 k shares—well below thresholds likely to influence valuation for most development-stage biotechs. Because the option strike price sits at $10.95, any future value to the director (and any dilution to existing investors) materialises only if RAPP’s share price exceeds that level. Overall, the disclosure neither signals bullish insider sentiment nor raises governance concerns; it simply aligns the director’s incentives with long-term shareholder value.

Director James Healy of Rapport Therapeutics (RAPP) received a stock option grant for 21,850 shares of common stock on June 17, 2025. The options were granted with the following key terms:

• Exercise price set at $10.95 per share
• Expiration date of June 17, 2035
• Vesting occurs at earlier of June 17, 2026 or next Annual Meeting of Stockholders
• Vesting conditional on continued service as director

The transaction was reported via Form 4 filing and executed under standard compensation arrangements for non-employee directors. The filing was signed by Troy Ignelzi as attorney-in-fact on June 18, 2025. This equity grant aligns the director's interests with shareholders through long-term stock ownership potential.

The pricing supplement describes a new offering of digital S&P 500 Index-Linked Notes (Series H) from The Toronto-Dominion Bank (TD). The notes have a term of approximately 48-51 months, are issued in $1,000 denominations and pay no periodic interest. At maturity investors receive:

• Threshold Settlement Amount: between $1,302.80 and $1,355.20 per $1,000 note (a 30-35.5% fixed gain) if the S&P 500 final level is at least 80% of the initial level.
• Loss of Principal: if the index falls more than 20% from the pricing date, principal is reduced 1% for every 1% decline; a drop of 100% would erase the entire investment.

The initial estimated value is $929-$959, materially below the $1,000 public offering price, reflecting TD’s internal funding rate, dealer compensation (underwriting discount of $33.10 per note) and hedging costs. TD Securities (USA) LLC will act as agent and may engage in market-making but is not required to provide secondary liquidity. The notes are unsecured senior debt of TD, not insured by any government agency, and are subject to TD’s credit risk.

Key structural features include a 20% downside buffer, a digital (all-or-nothing) positive payoff, and no interim coupons. Minimum investment is $1,000. U.S. holders are expected to treat the notes as prepaid derivative contracts for tax purposes, although alternative treatments are possible. The product will not be exchange-listed, and transfer value may differ from initial estimates, particularly after the temporary three-month period during which TD may reimburse a portion of hedging costs.

Director Steven M. Paul of Rapport Therapeutics received a stock option grant on June 17, 2025. The derivative securities transaction details include:

• Granted 21,850 stock options to purchase common stock
• Exercise price set at $10.95 per share
• Options expire on June 17, 2035
• Vesting occurs at earlier of:
  • June 17, 2026
  • Next Annual Meeting of Stockholders

The options are subject to continued service requirements and represent a standard director compensation grant. The transaction was reported via Form 4 filing executed by Troy Ignelzi as attorney-in-fact on June 18, 2025.