Concurrently with the underwritten offerings, Rapport entered into a share purchase agreement with a certain investor (the "Investor"), in a separately negotiated transaction (the "concurrent private placement" and together with the underwritten offerings, the "offerings") pursuant to which Rapport agreed to offer and sell, and the Investor agreed to purchase, approximately $30.0 million of shares of Rapport’s common stock, at the Offering Price. The sale of shares to the Investor in the concurrent private placement will not be registered as part of the common stock offering.
All of the shares, pre-funded warrants and notes to be sold in the offerings are being sold by Rapport. In addition, Rapport has granted the underwriters of the common stock offering a 30-day option to purchase up to an additional approximately $30.0 million of shares of its common stock at the Offering Price, less underwriting discounts and commissions and has granted the underwriters of the notes offering a 30-day option to purchase up to an additional $22.5 million aggregate principal amount of notes, solely to cover over-allotments, if any. The net proceeds from the common stock offering are expected to be approximately $187.5 million, the net proceeds from the concurrent private placement are expected to be approximately $28.2 million and the net proceeds from the notes offering are expected to be approximately $145.0 million, in each case, excluding any exercise of the underwriters’ options and excluding the exercise of any pre-funded warrants, after deducting the underwriting discounts and commissions and estimated offering expenses with respect to the underwritten offerings, and placement agent fees and expenses with respect to the concurrent private placement. The offerings are expected to close on or about October 30, 2026, subject to the satisfaction of customary closing conditions. The consummation of the common stock offering is not contingent on the consummation of the notes offering or the concurrent private placement and the consummation of the notes offering is not contingent on the consummation of the common stock offering or the concurrent private placement. However, the consummation of the concurrent private placement is contingent upon the consummation of the common stock offering.
Rapport currently intends to use the net proceeds from the common stock offering, and, if it is consummated, the concurrent private placement, and if it is consummated, the concurrent convertible notes offering, primarily to fund its ongoing and planned clinical trials advancing RAP-219, for other research and development, and for working capital and general corporate purposes. Rapport also may use a portion of the remaining net proceeds to in-license, acquire or invest in complementary businesses, technologies, products or assets. However, Rapport currently has no agreements or commitments to complete any such transaction. Rapport believes that the net proceeds from the offerings, together with its existing cash, cash equivalents and short-term investments, will enable it to fund its operations through the end of 2029. Rapport has based this estimate on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects.