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    SEC Form 8-K filed by Rapport Therapeutics Inc.

    9/8/25 4:02:39 PM ET
    $RAPP
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $RAPP alert in real time by email
    8-K
    false 0002012593 0002012593 2025-09-08 2025-09-08
     
     

    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

    Date of Report (Date of earliest event reported): September 8, 2025

     

     

    Rapport Therapeutics, Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

     

    Delaware   001-42121   88-0724208
    (State or Other Jurisdiction
    of Incorporation)
     

    (Commission

    File Number)

      (IRS Employer
    Identification No.)

     

    99 High Street  
    Suite 2100  
    Boston, Massachusetts   02210
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s Telephone Number, Including Area Code: (857) 321-8020

    Not Applicable

    (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:

     


    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange
    on which registered

    Common Stock, $0.001 par value per share   RAPP   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.

    Effective September 8, 2025, the Company terminated the sales agreement prospectus (the “ATM Prospectus”) filed with the Company’s registration statement on Form S-3 (File No. 333-288444) (the “Registration Statement”) and related to the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable pursuant to the Sales Agreement, dated July 1, 2025, by and among the Company, Leerink Partners LLC and Cantor Fitzgerald & Co. (the “Sales Agreement”). As a result, the Company will not make any sales of Common Stock pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed. Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect. As of September 8, 2025, the Company had not issued and sold any shares of Common Stock under the Sales Agreement.

    A copy of the Sales Agreement was filed as Exhibit 1.2 to Registration Statement.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit

    No.

      

    Description

    104    Cover Page Interactive Data File (embedded within Inline XBRL document)

     


    SIGNATURE

    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.

     

          Rapport Therapeutics, Inc.
    Date: September 8, 2025     By:  

    /s/ Troy Ignelzi

          Troy Ignelzi
    Chief Financial Officer
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