Glazer Capital, LLC and Paul J. Glazer reported beneficial ownership of 1,486,094 shares of RAPT Therapeutics, Inc. common stock, representing 5.36% of the outstanding class.
The shares are held by funds and managed accounts advised by Glazer Capital, with shared voting and dispositive power over all reported shares and no sole authority. The filers state the position is not held to change or influence control of RAPT Therapeutics and is reported on a passive Schedule 13G basis.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RAPT Therapeutics, Inc.
(Name of Issuer)
Common Stock $0.0001 par value per share
(Title of Class of Securities)
75382E109
(CUSIP Number)
02/02/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
75382E109
1
Names of Reporting Persons
Glazer Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,486,094.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,486,094.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,486,094.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.36 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
75382E109
1
Names of Reporting Persons
Paul J. Glazer
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,486,094.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,486,094.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,486,094.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.36 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RAPT Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
561 Eccles Avenue, South San Francisco, California 94080
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"); and
(ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.
(c)
Citizenship:
Glazer Capital is a Delaware limited liability company. Mr. Glazer is a United States citizen.
(d)
Title of class of securities:
Common Stock $0.0001 par value per share
(e)
CUSIP No.:
75382E109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1486094
(b)
Percent of class:
5.36%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1486094
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1486094
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. Glazer Capital Enhanced Master Fund, Ltd., a Glazer Fund, has the right to receive or the power to direct the receipt of the proceeds from the sale of more than 5% of the shares of Common Stock outstanding.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How large is Glazer Capital’s stake in RAPT Therapeutics (RAPT)?
Glazer Capital and Paul J. Glazer report beneficial ownership of 1,486,094 RAPT Therapeutics common shares, equal to 5.36% of the class. The shares are held through certain funds and managed accounts advised by Glazer Capital, making them a 5%-plus institutional shareholder.
Who are the reporting persons in this RAPT Therapeutics Schedule 13G?
The reporting persons are Glazer Capital, LLC and its Managing Member, Paul J. Glazer. Glazer Capital acts as investment manager to certain funds and managed accounts that hold the RAPT Therapeutics shares, while Paul J. Glazer is reported because of his control position at Glazer Capital.
What voting and dispositive powers do the filers report over RAPT (RAPT) shares?
The filers report no sole voting or dispositive power and shared authority over all 1,486,094 shares. Specifically, they disclose shared power to vote and shared power to dispose of the RAPT Therapeutics common stock held by the Glazer Funds, with zero sole power reported.
Is Glazer Capital’s RAPT Therapeutics stake intended to influence control of the company?
The filing states the securities were not acquired and are not held to change or influence control of RAPT Therapeutics. It is a passive Schedule 13G filing, with the filers certifying they are not participating in any transaction having a control-related purpose or effect.
Which Glazer fund may receive proceeds from more than 5% of RAPT shares?
Glazer Capital Enhanced Master Fund, Ltd., one of the Glazer Funds, has the right to receive or direct the receipt of proceeds from more than 5% of RAPT Therapeutics common stock. This reflects its economic interest in a significant portion of the reported 1,486,094 shares.
What type of security in RAPT Therapeutics (RAPT) is reported in this Schedule 13G?
The filing covers RAPT Therapeutics, Inc. common stock with a par value of $0.0001 per share. All 1,486,094 shares reported as beneficially owned are this class of common stock, identified by CUSIP number 75382E109 in the ownership disclosure.