Rapport Therapeutics, Inc. filed a Form 8-K on October 30, 2026, disclosing the closing of two concurrent underwritten public offerings -- a common stock and pre-funded warrant offering and a convertible senior notes offering -- that together generated an estimated $382.5 million in net proceeds.

Key Highlights

  • Common stock offering: 8,333,334 firm shares plus 1,428,571 option shares (exercised in full on October 28, 2026) were priced at $21.00 per share, according to the filing.
  • Pre-funded warrants: Warrants to purchase up to 1,190,476 shares of common stock were offered at $20.999 each, reflecting the $21.00 offering price less the $0.001 exercise price.
  • Estimated equity net proceeds: The company disclosed estimated net proceeds of approximately $215.7 million from the common stock offering, including proceeds from the option exercise.
  • Convertible notes offering: The company issued $172,500,000 aggregate principal amount of 2.25% convertible senior notes due 2032, including full exercise of the $22,500,000 over-allotment option.
  • Estimated notes net proceeds: Net proceeds from the notes offering were approximately $166.8 million after underwriting discounts, commissions, and estimated offering expenses.
  • Intended use of proceeds: The company stated it currently intends to use the net proceeds primarily to fund clinical trials advancing RAP-219, other research and development, and working capital and general corporate purposes.
  • Runway estimate: The company disclosed it believes the combined net proceeds, together with existing cash, cash equivalents, and short-term investments, "will enable it to fund its operations through the end of 2029."

Rapport Therapeutics Closes Dual Offering of Common Stock and Convertible Notes

Rapport Therapeutics, Inc. (NASDAQ:RAPP) entered into an underwriting agreement on October 28, 2026, with Morgan Stanley & Co. LLC, Leerink Partners LLC, and Evercore Group L.L.C. as representatives of the underwriters for a public offering of common stock and pre-funded warrants. The offering comprised 8,333,334 firm shares of common stock at a public offering price of $21.00 per share, plus pre-funded warrants to purchase up to 1,190,476 shares at $20.999 each. The underwriters exercised their option in full on October 28, 2026, adding 1,428,571 option shares at the same $21.00 price. The common stock offering closed on October 30, 2026, with all shares and warrants sold by the company.

Concurrently, the company entered into a separate underwriting agreement for an offering of 2.25% convertible senior notes due 2032, initially in an aggregate principal amount of $150,000,000. The underwriters exercised their over-allotment option in full, and the notes offering closed on October 30, 2026, with the company issuing $172,500,000 total aggregate principal amount of notes. Net proceeds from the notes offering were approximately $166.8 million after deducting underwriting discounts, commissions, and estimated offering expenses, as disclosed in the filing.

According to the filing, the company currently intends to use the net proceeds from both offerings primarily to fund ongoing and planned clinical trials advancing RAP-219, along with other research and development activities and general corporate purposes. The company also noted it may use a portion of remaining net proceeds to "in-license, acquire or invest in complementary businesses, technologies, products or assets," while adding that it "currently has no agreements or commitments to complete any such transaction." Both offerings were made pursuant to the company's shelf registration statement on Form S-3ASR (File No. 333-294170), filed with the SEC on March 10, 2026.

What Was Disclosed

Rapport Therapeutics disclosed the closing of two concurrent underwritten public offerings on October 30, 2026 -- one for common stock and pre-funded warrants generating approximately $215.7 million in estimated net proceeds, and one for $172,500,000 in convertible senior notes generating approximately $166.8 million in net proceeds.