RAPP Rapport Therapeutics Inc

As filed with the Securities and Exchange Commission on March 11, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Rapport Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	88-0724208
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Rapport Therapeutics, Inc.

1325 Boylston Street, Suite 401

Boston, MA 02215

(857) 321-8020

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Rapport Therapeutics, Inc. 2024 Stock Option and Incentive Plan
Rapport Therapeutics, Inc. 2024 Employee Stock Purchase Plan
(Full title of the plans)

Abraham N. Ceesay, M.B.A.
Chief Executive Officer
1325 Boylston Street, Suite 401

Boston, MA 02215

(857) 321-8020

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Kingsley L. Taft
Stephanie A. Richards

Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Rapport Therapeutics, Inc. (the “Registrant”) for the purpose of registering (i) 1,829,010 additional shares of common stock, par value $0.001 per share (“Common Stock”), under the Registrant’s 2024 Stock Option and Incentive Plan (the “2024 Plan”), which were added on January 1, 2025 as a result of an automatic annual increase provision therein, and (ii) 365,802 additional shares of Common Stock under the Registrant’s 2024 Employee Stock Purchase Plan (the “ESPP”), which were added on January 1, 2025 as a result of an automatic annual increase provision therein.

These additional shares are of the same class as other securities relating to the 2024 Plan and the ESPP for which the Registrant’s Registration Statement on Form S-8 (File No. 333-280058), filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2024 is effective (the “Earlier Registration Statement”).

Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the contents of the Earlier Registration Statement, except for “Item 8. Exhibits”, are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Earlier Registration Statement are presented herein.

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

 

EXHIBIT INDEX

Exhibit No.		Description
4.1		Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42121) filed on June 10, 2024).
4.2		Form of Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42121) filed on June 10, 2024).
4.3		Amended and Restated Investors’ Rights Agreement, by and between the Registrant and certain of its stockholders, dated as of August 7, 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-279486), filed on May 17, 2024).
5.1*		Opinion of Goodwin Procter LLP.
23.1*		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2*		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page).
99.1		Rapport Therapeutics, Inc. 2024 Stock Option and Incentive Plan and form of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-279486) filed on June 3, 2024).
99.2		Rapport Therapeutics, Inc. 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-279486), filed on June 3, 2024).
107*		Filing Fee Table.

 

* Filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on this 11th day of March, 2025.

 

 

		RAPPORT THERAPEUTICS, INC.
		By:	/s/ Abraham N. Ceesay
			Name: Abraham N. Ceesay, M.B.A.
			Title: Chief Executive Officer and Director

 

POWER OF ATTORNEY AND SIGNATURES

Each individual whose signature appears below hereby constitutes and appoints each of Abraham N. Ceesay, M.B.A. and Troy Ignelzi as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title	Date
/s/ Abraham N. Ceesay		Chief Executive Officer and Director	March 11, 2025
Abraham N. Ceesay, M.B.A.		(Principal Executive Officer)
/s/ Troy Ignelzi		Chief Financial Officer	March 11, 2025
Troy Ignelzi		(Principal Financial Officer and Principal Accounting Officer)
/s/ Steven M. Paul		Director and Chairman	March 11, 2025
Steven M. Paul, M.D.
/s/ James I. Healy		Director	March 11, 2025
James I. Healy, M.D., Ph.D.
/s/ John Maraganore		Director	March 11, 2025
John Maraganore, Ph.D.
/s/ Paul Silva		Director	March 11, 2025
Paul Silva
/s/ Raymond Sanchez		Director	March 11, 2025
Raymond Sanchez, M.D.
/s/ Robert J. Perez		Director	March 11, 2025
Robert J. Perez
/s/ Reid Huber		Director	March 11, 2025
Reid Huber, Ph.D.
/s/ Wendy B. Young		Director	March 11, 2025
Wendy B. Young, Ph.D.

 

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March 11, 2025

 

Rapport Therapeutics, Inc.

1325 Boylston Street, Suite 401

Boston, Massachusetts 02215

 

Re: Securities Being Registered under Registration Statement on Form S-8

 

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 2,194,812 shares (the “Shares”) of Common Stock, par value $0.001 per share (“Common Stock”), of Rapport Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2024 Stock Option and Incentive Plan and 2024 Employee Stock Purchase Plan (collectively, the “Plans”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

 

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

 

Very truly yours,

 

/s/ Goodwin Procter LLP

 

GOODWIN PROCTER LLP

 

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Rapport Therapeutics, Inc. of our report dated March 11, 2025, relating to the financial statements, which appears in Rapport Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ PricewaterhouseCoopers LLP

Boston, MA
March 11, 2025

 

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Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Rapport Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.001 per share	457(h) and 457(c)	1,829,010 shares(2)	$ 8.21 (3)	$15,016,172.10	0.00015310	$2,298.98
Equity	Common Stock, par value $0.001 per share	457(h) and 457(c)	365,802 shares(4)	$ 6.98 (5)	$2,553,297.96	0.00015310	$390.91
Total Offering Amounts					$17,569,470.06		$2,689.89
Total Fee Offsets
Net Fee Due							$2,689.89

 

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on the average of the high and low prices of the Common Stock reported on the Nasdaq Global Market on March 7, 2025.

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v3.25.0.1

Submission	Mar. 11, 2025
Submission [Line Items]
Central Index Key	0002012593
Registrant Name	Rapport Therapeutics, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES
Securities 424I N/A	N/A

v3.25.0.1

Offerings	Mar. 11, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.001 per share
Amount Registered | shares	1,829,010
Proposed Maximum Offering Price per Unit	8.21
Maximum Aggregate Offering Price	$ 15,016,172.1
Fee Rate	0.01531%
Amount of Registration Fee	$ 2,298.98
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock , par value $0.001 per share (“Common Stock”), that become issuable under the Registrant’s 2024 Stock Option and Incentive Plan (the “2024 Plan”) and 2024 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. (2) Represents an automatic increase to the number of shares of Common Stock available for issuance under the 2024 Plan, in accordance with the automatic annual increase provision therein, which was effective as of January 1, 2025. Shares available for issuance under the 2024 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on June 7, 2024 (File No. 333-280058). (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on the average of the high and low prices of the Common Stock reported on the Nasdaq Global Market on March 7, 2025.
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.001 per share
Amount Registered | shares	365,802
Proposed Maximum Offering Price per Unit	6.98
Maximum Aggregate Offering Price	$ 2,553,297.96
Fee Rate	0.01531%
Amount of Registration Fee	$ 390.91
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock , par value $0.001 per share (“Common Stock”), that become issuable under the Registrant’s 2024 Stock Option and Incentive Plan (the “2024 Plan”) and 2024 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. (4) Represents an automatic increase to the number of shares of Common Stock available for issuance under the ESPP, in accordance with the automatic annual increase provision therein, which was effective as of January 1, 2025. Shares available for issuance under the ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on June 7, 2024 (File No. 333-280058). (5) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on 85% of the average of the high and low prices of the Common Stock reported on the Nasdaq Global Market on March 7, 2025, as these shares of Common Stock do not have a fixed price. Pursuant to the 2024 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value of a share of Common Stock on the first trading day of the offering period or on the exercise date, whichever is less.

v3.25.0.1

Fees Summary	Mar. 11, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 17,569,470.06
Total Fee Amount	2,689.89
Net Fee	$ 2,689.89

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