aibioRapport Therapeutics launches stock offering and convertible notes due 2032
Tickers RAPP
Rapport Therapeutics filed preliminary terms on October 27, 2026 for a stock offering and convertible notes due 2032. Both deal sizes are blank in the filings, and the company's cash was about $395.0 million at September 30, a figure it calls preliminary.
Key facts
- Company
- Rapport Therapeutics, Inc. (NASDAQ: RAPP)
- News type
- Financings
- Primary source
- Rapport Therapeutics (SEC Form 424B5, common stock)
The two deals
Rapport Therapeutics, Inc. launched a stock offering and a convertible senior notes offering on October 27, 2026. The preliminary prospectus supplement for the stock leaves the number of shares and the price blank. The notes supplement leaves the principal amount and the interest rate blank. The last reported sale price of the common stock on Nasdaq was $25.33 on October 26, 2026.
The stock supplement lists Morgan Stanley, Leerink Partners, Evercore ISI, BTIG and Citizens Capital Markets as underwriters. The notes cover lists Morgan Stanley, Leerink Partners and Evercore ISI, with a 30-day over-allotment option for additional notes. Goodwin Procter LLP of Boston passes on the validity of the shares and the notes for Rapport, and Cooley LLP of New York is counsel for the underwriters. Neither the stock offering nor the notes offering depends on the other, and the stock offering does not depend on the private placement described below.
The concurrent private placement
A separate investor has indicated an intent to buy common stock in a concurrent private placement at the public offering price. The placement is conditioned on the stock offering closing. The filing says no binding agreement exists, and it gives no assurance on the size or terms. Morgan Stanley & Co. LLC, Leerink Partners LLC and Evercore Group L.L.C. act as placement agents for that placement. They receive a fee equal to 6% of the total purchase price of the private placement shares.
The convertible notes
The notes mature on December 1, 2032, unless they are converted, redeemed or repurchased earlier. Interest is payable each June 1 and December 1, starting June 1, 2027. Holders can convert before September 1, 2032 only if a condition is met. One condition is a stock price at or above 130% of the conversion price on at least 20 of 30 consecutive trading days. The company may redeem the notes on or after December 6, 2030 if the stock has traded at or above 130% of the conversion price for at least 20 trading days.
The notes are general unsecured obligations, effectively junior to any future secured debt. Holders can require repurchase for cash at 100% of principal plus accrued interest after a fundamental change. The terms give no coupon, principal amount or conversion price, so conversion dilution cannot be sized.
The cash position
At June 30, 2026, the company held $436.1 million in cash, cash equivalents and short-term investments, excluding restricted cash. It says that sum will fund operations into the second half of 2029.
The preliminary estimate at September 30, 2026 is about $395.0 million on the same basis. The company calls that figure preliminary. PricewaterhouseCoopers LLP has not audited it.
The annual report for 2025 shows a net loss of $111.5 million, against $78.3 million for 2024. Cash used in operations was $87.5 million in 2025, up from $64.8 million. Research and development expense rose to $94.8 million from $60.9 million.
The clinical record
RAP-219 has a Phase 2a proof-of-concept trial in drug-resistant focal onset seizures, which the company announced as positive in September 2025. The company says the FDA's end-of-phase 2 feedback supports two Phase 3 trials, and it is enrolling now. It plans a Phase 3 trial in PGTCS, a type of generalized seizure, in the first half of 2027.
In October 2026 the company reported positive topline results from a Phase 2 trial in adults with acute mania associated with bipolar I disorder. The trial met its primary endpoint, with a 3.1-point placebo-adjusted improvement on the Young Mania Rating Scale at week three. The mean reduction from baseline was 15.4 points on RAP-219 against 12.3 points on placebo, with a p value of 0.045. That is one trial with a p value of 0.045.
The FDA removed the clinical hold on the diabetic peripheral neuropathic pain program in December 2025. The company now says it is deferring further investment in that program to focus on another program in chronic pain and migraine.
What comes next
The stock offering and the notes offering both depend on market conditions and on terms the company has not yet set. Interest is first payable on June 1, 2027. The Phase 3 program in focal onset seizures is still enrolling, and the company says its cash will last into the second half of 2029.