Rapport Therapeutics, Inc. filed a Free Writing Prospectus on October 28, 2026, announcing the pricing of separate underwritten public offerings of approximately $175.0 million in common stock and $150.0 million in 2.25% convertible senior notes due 2032, alongside a concurrent $30.0 million private placement.

Key Highlights

  • Common stock offering priced at $21.00 per share, with pre-funded warrants offered at $20.999 each, representing the offering price less the $0.001 exercise price per share.
  • Convertible notes total $150.0 million at 2.25% per annum, maturing December 1, 2032, with an initial conversion price of approximately $26.7750 per share, a premium of approximately 27.50% over the common stock offering price.
  • Concurrent private placement of approximately $30.0 million in common stock at the $21.00 offering price, not registered as part of the common stock offering.
  • Expected net proceeds: approximately $187.5 million from the common stock offering, approximately $28.2 million from the private placement, and approximately $145.0 million from the notes offering, each excluding any exercise of underwriters' options.
  • Underwriters received 30-day options to purchase up to an additional approximately $30.0 million of common stock and up to an additional $22.5 million aggregate principal amount of notes to cover over-allotments.
  • Offerings expected to close on or about October 30, 2026, subject to customary closing conditions.
  • Proceeds intended primarily to fund ongoing and planned clinical trials advancing RAP-219, other research and development, and working capital and general corporate purposes.

Offering Structure and Terms for Rapport Therapeutics' October 2026 Capital Raise

According to the filing, NASDAQ:RAPP structured three simultaneous but legally independent transactions. The common stock offering targets approximately $175.0 million, with pre-funded warrants available to investors who choose them in lieu of shares, representing up to approximately $25.0 million of additional common stock exposure. The filing notes that the consummation of the common stock offering is not contingent on the notes offering or the concurrent private placement, and the notes offering is similarly independent. However, the concurrent private placement is contingent upon the consummation of the common stock offering.

The convertible senior notes carry a 2.25% annual interest rate, payable semi-annually beginning June 1, 2027. The filing states that before September 1, 2032, noteholders may convert only upon satisfaction of certain conditions, while on or after that date they may convert at any time until the second scheduled trading day before maturity. Upon conversion, Rapport may settle in cash, shares of common stock, or a combination, at its election. The conversion rate is initially 37.3483 shares per $1,000 principal amount. Rapport may redeem the notes for cash on or after December 6, 2030, subject to conditions including a last reported sale price of at least 130% of the conversion price then in effect for a specified period.

The filing discloses that Rapport believes the net proceeds, together with existing cash, cash equivalents, and short-term investments, "will enable it to fund its operations through the end of 2029," while cautioning that this estimate is based on assumptions that may prove to be wrong. Morgan Stanley, Leerink Partners, and Evercore ISI are acting as joint book-running managers for the underwritten offerings and as placement agents for the concurrent private placement. BTIG and Citizens Capital Markets are acting as joint book-running managers in the common stock offering.

What Was Disclosed

Rapport Therapeutics filed a Free Writing Prospectus disclosing the pricing of approximately $175.0 million in common stock, $150.0 million in convertible senior notes due 2032, and a concurrent $30.0 million private placement, with proceeds directed primarily toward clinical development of RAP-219.