SEC Form S-8 filed by Rapport Therapeutics Inc.

As filed with the Securities and Exchange Commission on March 11, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Rapport Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Rapport Therapeutics, Inc.

1325 Boylston Street, Suite 401

Boston, MA 02215

(857) 321-8020

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Rapport Therapeutics, Inc. 2024 Stock Option and Incentive Plan
Rapport Therapeutics, Inc. 2024 Employee Stock Purchase Plan
(Full title of the plans)

Abraham N. Ceesay, M.B.A.
Chief Executive Officer
1325 Boylston Street, Suite 401

Boston, MA 02215

(857) 321-8020

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Kingsley L. Taft
Stephanie A. Richards

Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Rapport Therapeutics, Inc. (the “Registrant”) for the purpose of registering (i) 1,829,010 additional shares of common stock, par value $0.001 per share (“Common Stock”), under the Registrant’s 2024 Stock Option and Incentive Plan (the “2024 Plan”), which were added on January 1, 2025 as a result of an automatic annual increase provision therein, and (ii) 365,802 additional shares of Common Stock under the Registrant’s 2024 Employee Stock Purchase Plan (the “ESPP”), which were added on January 1, 2025 as a result of an automatic annual increase provision therein.

These additional shares are of the same class as other securities relating to the 2024 Plan and the ESPP for which the Registrant’s Registration Statement on Form S-8 (File No. 333-280058), filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2024 is effective (the “Earlier Registration Statement”).

Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the contents of the Earlier Registration Statement, except for “Item 8. Exhibits”, are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Earlier Registration Statement are presented herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

EXHIBIT INDEX

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on this 11th day of March, 2025.

POWER OF ATTORNEY AND SIGNATURES

Each individual whose signature appears below hereby constitutes and appoints each of Abraham N. Ceesay, M.B.A. and Troy Ignelzi as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.