RAPT Therapeutics, Inc. has a Schedule 13G disclosure showing Nantahala Capital Management, LLC and its managing members, Wilmot B. Harkey and Daniel Mack, beneficially own 951,613 shares of RAPT common stock, representing 5.75% of the outstanding class. The filing states these shares are held by funds and separately managed accounts under Nantahala's control and that none of the Reporting Persons possess sole voting or dispositive power; all voting and dispositive power is shared. The statement affirms the position was acquired and is held in the ordinary course of business and not for the purpose of influencing control of the issuer.
Positive
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Negative
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Insights
TL;DR: A passive, disclosed 5.75% stake creates ownership visibility without signalling an activist intent.
The Schedule 13G reports a meaningful minority stake—951,613 shares equal to 5.75%—held through Nantahala-managed funds and accounts. Classification as a Schedule 13G filing and the explicit certification that the position is held in the ordinary course and not to influence control indicate a passive investment posture, which typically reduces near-term governance or strategic activism risk. No sole voting or dispositive power is claimed, which limits unilateral influence on corporate decisions.
The filing clearly attributes shared voting and dispositive power to Nantahala and its principals, with each Reporting Person reported as beneficial owner of the same 951,613 shares. Filing under Schedule 13G and the accompanying certification signals compliance with passive-investor treatment under SEC rules. From a governance viewpoint, the reported ownership size is material enough to warrant attention by management and investors but, given the declared passive intent and lack of sole control, it does not by itself indicate impending governance action.
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)
75382E208
(CUSIP Number)
06/30/2025
(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.
75382E208
1
Names of Reporting Persons
Nantahala Capital Management, 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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
951,613.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
951,613.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
951,613.00
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)
5.75 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
75382E208
1
Names of Reporting Persons
Wilmot B. Harkey
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
951,613.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
951,613.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
951,613.00
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)
5.75 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
75382E208
1
Names of Reporting Persons
Daniel Mack
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
951,613.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
951,613.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
951,613.00
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)
5.75 %
12
Type of Reporting Person (See Instructions)
HC
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:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock $0.0001 par value per share
(e)
CUSIP No.:
75382E208
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:
As of June 30, 2025, Nantahala may be deemed to be the beneficial owner of 951,613 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 5.75%
(2) Wilmot B. Harkey: 5.75%
(3) Daniel Mack: 5.75%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 951,613 Shares.
(2) Wilmot B. Harkey: 951,613 Shares.
(3) Daniel Mack: 951,613 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 951,613 Shares.
(2) Wilmot B. Harkey: 951,613 Shares.
(3) Daniel Mack: 951,613 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
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 acquired and are held in the ordinary course of business and 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.
