Rapport Therapeutics, Inc. filed a free writing prospectus on October 27, 2026, announcing separate underwritten public offerings of $200.0 million in common stock and $150.0 million in convertible senior notes due 2032, along with a concurrent private placement of common stock.

Key Highlights

  • Common stock offering: Rapport commenced an underwritten public offering of $200.0 million of shares of its common stock.
  • Convertible notes offering: A separate underwritten offering of $150.0 million aggregate principal amount of convertible senior notes due December 1, 2032 was announced concurrently.
  • Over-allotment options: Underwriters received a 30-day option to purchase up to an additional $30.0 million in common shares and up to an additional $22.5 million in notes to cover over-allotments.
  • Concurrent private placement: Rapport intends to sell additional common stock to a single unnamed investor at the same price per share as the public common stock offering, contingent on the consummation of that offering.
  • Intended use of proceeds: The company disclosed plans to use net proceeds to fund clinical trials advancing RAP-219, for other research and development, and for working capital and general corporate purposes.
  • Notes redemption feature: Rapport may redeem the notes on or after December 6, 2030 if its common stock price has been at least 130% of the conversion price then in effect for a specified period.
  • Registration basis: The underwritten offerings are being made pursuant to a shelf registration statement filed with the SEC on March 10, 2026, File No. 333-294170.

Rapport Therapeutics Details Terms and Structure of Triple Capital Raise

According to the filing, Rapport Therapeutics (NASDAQ:RAPP) announced three simultaneous but legally independent capital-raising transactions on October 27, 2026. The two underwritten public offerings - one for common stock and one for convertible senior notes - are each independent of the other, meaning neither is contingent on the other closing. The private placement, however, is contingent on the common stock offering closing. Morgan Stanley, Leerink Partners, and Evercore ISI are serving as joint book-running managers for both underwritten offerings and as placement agents for the private placement; BTIG and Citizens Capital Markets are also acting as joint book-running managers in the common stock offering.

The convertible senior notes, the filing states, will be general unsecured obligations of Rapport, will accrue interest payable semi-annually in arrears, and will mature on December 1, 2032, unless earlier converted, redeemed, or repurchased. Upon conversion, Rapport disclosed it will pay or deliver cash, shares of common stock, or a combination, at its election. If Rapport undergoes certain corporate events constituting a "fundamental change," noteholders may require Rapport to repurchase their notes at 100% of the principal amount plus accrued and unpaid interest. The filing noted that the interest rate, initial conversion rate, and other terms of the notes will be determined at pricing.

The company stated it intends to use the net proceeds to fund ongoing and planned clinical trials for its lead investigational drug, RAP-219, for other research and development activities, and for working capital and general corporate purposes. The filing also noted Rapport may use a portion of remaining proceeds to in-license, acquire, or invest in complementary businesses, technologies, products, or assets, but disclosed it currently has no agreements or commitments to complete any such transaction. All shares and notes to be sold in the underwritten offerings are being sold by Rapport itself.

What Was Disclosed

Rapport Therapeutics filed a free writing prospectus disclosing the launch of a $200.0 million common stock offering, a $150.0 million convertible notes offering maturing in 2032, and a concurrent private placement of common stock to a single investor, all announced October 27, 2026.