Rapport Therapeutics Inc

Item 2. Unregi stered Sales of Equity Securities and Use of Proceeds.

(a) Recent Sales of Unregistered Equity Securities

None.

(b) Use of Proceeds from Initial Public Offering and Concurrent Private Placement

On June 6, 2024, our Registration Statement on Form S-1 (No. 333-279486) for our IPO was declared effective by the SEC, pursuant to which we issued and sold an aggregate of 9,200,000 shares of common stock (inclusive of 1,200,000 shares of common stock sold pursuant to the underwriters' exercise of their option to purchase additional shares) at a public offering price of $17.00 per share for aggregate gross proceeds of $156.4 million and aggregate net cash proceeds of $140.9 million, after deducting approximately $10.9 million in underwriting discounts and commissions and approximately $4.6 million in other offering costs. Concurrently with the IPO, we also completed a private placement, in which we issued and sold an aggregate of 1,058,824 shares of our common stock at the IPO price to Sofinnova Venture Partners, XI, L.P. and affiliates of Goldman Sachs & Co. LLC, including certain investment funds managed by Goldman Sachs & Co. LLC. The aggregate cash purchase price of the private placement shares was $18.0 million, resulting in aggregate net cash proceeds of $16.7 million, after deducting approximately $1.3 million in placement agent fees and other private placement costs.

Our IPO and concurrent private placement closed on June 10, 2024. Goldman Sachs & Co. LLC, Jefferies LLC, TD Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated acted as joint book-running managers for the offering and placement agents for the concurrent private placement.

In connection with our IPO and concurrent private placement, no payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

There has been no material change in the planned use of proceeds from our initial public offering and concurrent private placement as described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on June 7, 2024.

(c) Issuer Repurchases of Securities

None.