Rapport Therapeutics, Inc. filed a Free Writing Prospectus on October 28, 2026, setting final pricing terms for a concurrent common stock offering of approximately $200.0 million and a $150,000,000 aggregate principal amount convertible senior notes offering.

Key Highlights

  • Common stock priced at $21.00 per share, with 8,333,334 shares offered publicly and pre-funded warrants to purchase 1,190,476 additional shares at $20.999 each, according to the filing.
  • Concurrent private placement of 1,428,571 shares at $21.00 per share to a certain investor, exempt from Securities Act registration requirements, the filing disclosed.
  • Convertible senior notes carry a 2.25% annual interest rate, mature December 1, 2032, and were offered at 100% of principal amount, per the term sheet.
  • Initial conversion rate set at 37.3483 shares per $1,000 principal, implying an initial conversion price of approximately $26.7750 per share, representing approximately 27.50% above the common stock public offering price.
  • Combined net proceeds estimated at approximately $215.7 million from the common stock offering and concurrent private placement, or approximately $243.9 million if the underwriters' overallotment option is fully exercised, the filing stated.
  • Proceeds intended primarily to fund clinical trials for RAP-219, other research and development, and working capital, with the company stating it believes funds will support operations through the end of 2029.
  • Settlement date for both offerings is October 30, 2026 (T+2), with trade and pricing dates both October 28, 2026.

Rapport Therapeutics Sets Terms for Dual Capital Raise: Equity and Convertible Debt

According to the filing, Rapport Therapeutics, Inc. (NASDAQ:RAPP) priced two simultaneous capital markets transactions on October 28, 2026. The common stock offering consists of 8,333,334 shares at $21.00 per share, alongside pre-funded warrants at $20.999 each for 1,190,476 shares. The last reported sale price of the common stock on October 27, 2026 was $27.54, as stated in the term sheet. Underwriting discounts total $1.26 per share or per pre-funded warrant, amounting to approximately $12.0 million in aggregate, or approximately $13.8 million if the overallotment option is exercised in full.

The filing disclosed a concurrent private placement in which a certain investor agreed to purchase 1,428,571 shares at $21.00 per share. Morgan Stanley and Co. LLC, Leerink Partners LLC, and Evercore Group L.L.C. are acting as placement agents for that transaction and will receive a placement agent fee equal to 6.0% of the total purchase price of the private placement shares. The concurrent private placement's consummation is conditioned on the common stock offering closing, though the common stock and convertible notes offerings are not conditioned on the private placement.

The $150,000,000 convertible senior notes are senior unsecured obligations maturing December 1, 2032, bearing interest at 2.25% per year accruing from October 30, 2026, payable semiannually on June 1 and December 1 beginning June 1, 2027. The filing noted that the settlement method was irrevocably fixed to physical settlement and that a beneficial ownership blocker was added. Underwriters hold an option to purchase up to an additional $22,500,000 aggregate principal amount of notes. The company stated it intends to use proceeds primarily to advance RAP-219 clinical trials and for general corporate purposes, while noting it has no current agreements or commitments for acquisitions.

What Was Disclosed

Rapport Therapeutics disclosed final pricing terms for a common stock offering at $21.00 per share, a concurrent private placement at the same price, and a $150,000,000 convertible notes offering at 2.25% due 2032, all priced and traded October 28, 2026 with settlement October 30, 2026.