Rapport Therapeutics Inc SEC Filings

Rapport Therapeutics, Inc. (Nasdaq: RAPP) has filed a shelf registration statement on Form S-3 to register 470,589 existing common shares for potential resale by its principal venture investor, Sofinnova Venture Partners XI. The shares were originally issued in a $8 million private placement completed on 6 June 2024 at the IPO price of $17.00 per share. Because the shares are already outstanding, the filing does not create dilution; however, it enables Sofinnova (currently 5.1 % owner) to sell down to 3.8 % if the full allotment is distributed.

The company will receive no proceeds from any sale; it is covering an estimated $80 000 in registration expenses, while the selling shareholder will bear brokerage commissions. Following effectiveness, shares may be sold on Nasdaq, in block or negotiated trades, or via Rule 144.

Rapport is a clinical-stage biotech that applies its receptor-associated-protein (RAP) platform to neurological and psychiatric disorders. Lead asset RAP-219—an AMPA receptor negative allosteric modulator targeting TARPγ8—has completed four Phase 1 studies and is in a Phase 2a proof-of-concept trial for refractory focal epilepsy with topline data expected Q3 2025. Additional Phase 2a studies in bipolar mania (Q3 2025 start) and diabetic peripheral neuropathic pain (IND on hold) are planned. Discovery programs in α6 and α9α10 nicotinic acetylcholine receptors address chronic pain and hearing disorders. As an emerging growth and smaller reporting company, Rapport utilizes reduced SEC reporting requirements.

Overall, the filing is largely administrative, aimed at increasing float and fulfilling contractual obligations, with minimal direct financial impact on Rapport’s operations or cash runway.

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.