UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 07, 2026 |
Rapport Therapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-42121 |
88-0724208 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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99 High Street Suite 2100 |
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Boston, Massachusetts |
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02110 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (857) 321-8020 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share |
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RAPP |
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The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On January 7, 2026, Rapport Therapeutics, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to the Company’s effective shelf registration statement on Form S-3 (File No. 333-288444) (the “Registration Statement”). The Company filed the Prospectus Supplement for the purpose of registering the offer and sale of shares of its common stock having an aggregate offering price of up to $110,000,000 (the “Shares”) from time to time through or to Leerink Partners LLC (“Leerink”) and Cantor Fitzgerald & Co. (together with Leerink, the “Sales Agents”) acting as sales agents, pursuant to the existing Sales Agreement, dated July 1, 2025, by and among the Company and the Sales Agents. As of the date of this Current Report on Form 8-K, no sales of the Company’s common stock have been made under the Sales Agreement.
The opinion of Goodwin Procter LLP relating to the Shares offered by the Prospectus Supplement is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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5.1 |
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Opinion of Goodwin Procter LLP |
23.1 |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Rapport Therapeutics, Inc. |
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Date: |
January 7, 2026 |
By: |
/s/ Troy Ignelzi |
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Troy Ignelzi
Chief Financial Officer |
