Rapport Therapeutics Inc

Item 5. Other Information.

On November 5, 2024 and effective as of November 7, 2024, Jeffrey K. Tong, Ph.D. tendered his resignation as a Class I director of the board of directors (the “Board”) of the Company and all committees thereof. Dr. Tong served as a member of the audit committee and chair of the nominating and corporate governance committee. Dr. Tong’s resignation was not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

Also effective as of November 7, 2024, the Board unanimously appointed Robert J. Perez, M.B.A., Raymond Sanchez, M.D., Paul M. Silva and Wendy B. Young, Ph.D. to the Board as Class II, II, III and I directors, respectively, to fill the vacancy resulting from Dr. Tong’s resignation as well as three newly created vacancies resulting from an increase in the size of the Board from six to nine.

The Board has determined that each of Mr. Perez, Dr. Sanchez, Mr. Silva and Dr. Young qualifies as an independent director, and is qualified to serve under the applicable rules and regulations of the Securities and Exchange Commission and the listing standards, requirements and rules of the Nasdaq Stock Market LLC.

Mr. Perez has been appointed as chair of the Nominating and Corporate Governance Committee and to serve on the Compensation Committee. Dr. Sanchez has been appointed to serve on the Compensation Committee and the Science and Technology Committee. Mr. Silva has been appointed to serve as chair of the Audit Committee and to serve on the Nominating and Corporate Governance Committee. Dr. Young has been appointed as chair of the Science and Technology Committee.

Mr. Perez has over 35 years of experience in the biopharmaceutical industry, and has served as Operating Partner of General Atlantic Service Company, L.P., a global growth equity firm, since January 2019. Prior to joining General Atlantic, Mr. Perez served as Managing Director of Vineyard Sound Advisors, LLC, a biopharmaceutical advisory practice, from March 2015 through January 2019. Mr. Perez also previously held numerous roles of increasing responsibility at Cubist Pharmaceuticals, Inc. (Nasdaq: CBST), a biopharmaceutical company, including most recently serving as Chief Executive Officer, until its acquisition by Merck & Co., Inc. in 2015. Mr. Perez has served as a member of the board of directors of Immunocore Holdings Plc (Nasdaq: IMCR) since September 2019, and previously served as a member of the boards of directors of Third Harmonic Bio, Inc. (Nasdaq: THRD) from December 2021 to June 2024, Vir Biotechnolgy, Inc. (Nasdaq: VIR) from February 2017 to May 2024, AMAG Pharmaceuticals, Inc. (Nasdaq: AMAG) from February 2009 to June 2020, Zafgen Inc. (now Larimar Therapeutics, Inc. (Nasdaq: LRMR)) from September 2015 to May 2020, and Spark Therapeutics (Nasdaq: ONCE) from September 2015 to May 2020. Mr. Perez is also the founder and chairman of Life Science Cares, an organization that provides capital from the life sciences industry to non-profits working to alleviate the impact of poverty, and serves on the board of trustees of The Dana Farber Cancer Institute. Mr. Perez holds a Bachelor of Science degree in business from California State University, Los Angeles, and a Master of Business Administration from the Anderson Graduate School of Management at the University of California, Los Angeles. We believe Mr. Perez is qualified to serve on our board of directors because of his breadth of experience with biopharmaceutical and life sciences companies, and his extensive management experience.

Dr. Sanchez has over 20 years of experience in the life sciences industry, and is currently a Senior Advisor at Bain Capital Life Sciences, a global investment firm. He previously served as Chief Medical Officer of Cerevel Therapeutics Holdings, Inc. (previously Nasdaq: CERE), a biopharmaceutical company, from January 2019 to August 2024 when it was acquired by AbbVie Inc. From

November 2007 to January 2019, Dr. Sanchez held various roles of increasing responsibility at Otsuka Pharmaceutical Development & Commercialization, Inc., a privately-held healthcare company, most recently as Senior Vice President, Global Clinical Development beginning in November 2013. From June 2018 to January 2019, Dr. Sanchez concurrently served as Chief Medical Officer of Avanir Pharmaceuticals, Inc., a pharmaceutical company (later acquired by Otsuka America Pharmaceutical, Inc.). Prior to joining the life sciences industry, Dr. Sanchez trained in psychiatry at the Yale School of Medicine where he where he was Chief Resident as well as a fellow and an instructor. Dr. Sanchez was an executive co-chair of the International Society for CNS Drug Development from November 2017 to January 2022, and has also contributed to other academic and charitable organizations such as the Connecticut Mental Health Center Foundation and Yale School of Medicine. Dr. Sanchez holds two degrees from Northwestern University, a Bachelor of Arts degree in psychology from the Weinberg College of Arts and Sciences and a medical degree from the Feinberg School of Medicine. We believe Dr. Sanchez is qualified to serve on our board of directors because of his extensive experience in the pharmaceutical industry and his background in medicine.

Mr. Silva is an experienced biotechnology executive with over 30 years of financial and operational experience. He held various roles of increasing responsibility at Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX), a biopharmaceutical company, from August 2007 until his retirement in April 2021, including most recently serving as Senior Vice President and Chief Accounting Officer for a decade beginning in April 2011. Prior to joining Vertex, he held positions at Iron Mountain Incorporated (NYSE: IRM), Thermo Electron Corporation (now Thermo Fisher Scientific Inc., NYSE: TMO), and Andersen LLP, a public accounting firm. Mr. Silva has served as a member of the boards of directors of Nurix Therapeutics, Inc. (Nasdaq: NRIX) since October 2021, and New Life Furniture Bank of Massachusetts, a charitable organization, since November 2022. Mr. Silva holds a Bachelor of Arts degree in accounting from Assumption College. We believe Mr. Silva is qualified to serve on our Board of Directors because of his extensive experience as a biotechnology executive.

Dr. Young is a biotechnology, pharma, and life sciences executive and board advisor with more than 30 years of experience in the discovery and development of innovative new medicines for patients. Dr. Young served as a member of our Scientific Advisory Board from August 2023 to November 2024. She has served as the President of BioPharma Discovery, LLC, a scientific advisory company, since July 2021, and a Senior Advisor at Google Ventures, a venture capital firm, since January 2023. Previously, Dr. Young served as an Executive Partner of MPM Capital (now MPM BioImpact), a venture capital firm, and Chief Executive Officer of a stealth company from September 2021 to June 2023. From October 2006 to September 2021, she held several roles of increasing responsibility at Genentech, Inc., a biotechnology company, most recently serving as Senior Vice President of Drug Discovery from January 2018 to September 2021. Dr. Young holds a Bachelor of Arts degree in chemistry and Master of Chemistry degree from Wake Forest University, a Doctor of Chemistry degree from Princeton University and was also a postdoctoral fellow at Memorial Sloan Kettering Cancer Center. We believe that Dr. Young is qualified to serve on our board of directors because of her scientific knowledge and experience advising other biotechnology and drug discovery companies.

In connection with this appointment, the Company granted to each of Mr. Perez, Mr. Silva, Dr. Sanchez and Dr. Young a stock option award to purchase 29,756 shares of the Company’s common stock, which vest over three years subject to such director’s continued service on the Board, in accordance with the Company’s non-employee director compensation policy. Each of Mr. Perez, Mr. Silva, Dr. Sanchez and Dr. Young have also entered into a standard indemnification agreement with the Company.

There are no arrangements or understandings between each of Mr. Perez, Mr. Silva, Dr. Sanchez and Dr. Young and any other persons pursuant to which he or she was selected as a director of the Company. Furthermore, there are no family relationships between each of Mr. Perez, Mr. Silva, Dr. Sanchez and Dr. Young and any director or executive officer of the Company, and he or she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(b) Not applicable.

(c) During the quarter ended September 30, 2024, none of our directors or officers adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K.