Rapport Therapeutics Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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

Rapport Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.

On January 7, 2026, Rapport Therapeutics, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to the Company’s effective shelf registration statement on Form S-3 (File No. 333-288444) (the “Registration Statement”). The Company filed the Prospectus Supplement for the purpose of registering the offer and sale of shares of its common stock having an aggregate offering price of up to $110,000,000 (the “Shares”) from time to time through or to Leerink Partners LLC (“Leerink”) and Cantor Fitzgerald & Co. (together with Leerink, the “Sales Agents”) acting as sales agents, pursuant to the existing Sales Agreement, dated July 1, 2025, by and among the Company and the Sales Agents. As of the date of this Current Report on Form 8-K, no sales of the Company’s common stock have been made under the Sales Agreement.

The opinion of Goodwin Procter LLP relating to the Shares offered by the Prospectus Supplement is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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.