RAPT Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

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

RAPT Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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 (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.

On May 29, 2025, RAPT Therapeutics, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved (i) the RAPT Therapeutics, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) and (ii) the amendment and restatement of the RAPT Therapeutics, Inc. 2019 Employee Stock Purchase Plan (the “ESPP” and as amended and restated, the “A&R ESPP” and together with the 2025 Plan, the “Plans”), each of which were adopted by the Company’s Board of Directors, subject to stockholder approval, on March 25, 2025. The 2025 Plan and the A&R ESPP became effective immediately upon stockholder approval at the Annual Meeting.

The material features of the Plans are described in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission on April 14, 2025 (the “Proxy Statement”), which descriptions are incorporated by reference herein. Additionally, the full text of each of the 2025 Plan and A&R ESPP are appended as Appendix B Appendix C, respectively, to the Proxy Statement and incorporated by reference herein. The description of the Plans in the Proxy Statement and the foregoing disclosure under Item 5.02(e) of this Current Report on Form 8-K are qualified in their entirety by reference to the full text of the 2025 Plan and A&R ESPP.

Item 5.07 Submission of Matters to a Vote of Holders.

The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is contained in the Proxy Statement.

Dr. Giordano, the Class III director nominee was elected to hold office until the Company’s 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The Company’s stockholders passed the advisory vote on the compensation of the Company’s named executive officers.

The Company’s stockholders voted one year for the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. Consistent with these results, the Company’s Board of Directors determined that future stockholder advisory votes on named executive officer compensation will be held every year until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

The Company’s stockholders approved the Reverse Stock Split Proposal.

The Company’s stockholders approved the 2025 Plan.

The Company’s stockholders approved the amendment and restatement of the ESPP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.