Rapport Therapeutics, Inc.

Notes to Condensed Cons olidated Financial Statements

1. Nature of the Business and Basis of Presentation

Rapport Therapeutics, Inc., together with its consolidated subsidiary (the “Company”) is a clinical-stage biotechnology company dedicated to discovering and developing small molecule precision medicines for patients with neurological or psychiatric disorders. The Company was incorporated in the state of Delaware in February 2022 as Precision Neuroscience NewCo, Inc. In October 2022, the Company changed its name to Rapport Therapeutics, Inc. The Company is located in Boston, Massachusetts and San Diego, California.

The Company is subject to risks and uncertainties common to early stage companies in the biotechnology industry, including, but not limited to, completing preclinical studies and clinical trials, obtaining regulatory approval for product candidates, market acceptance of products, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, and the ability to raise additional capital to fund operations. The Company’s product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Liquidity

The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since its inception, including net losses of$19.9 million and$24.1 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had an accumulated deficit of$255.1 million. The Company had cash and cash equivalents and short-term investments, excluding restricted cash, of$476.8 million as of March 31, 2026.

In September 2025, the Company completed an underwritten follow-on public offering of its common stock which resulted in net proceeds of$269.4 million (the “September 2025 Offering”).

The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash and cash equivalents and short-term investments will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the issuance of these condensed consolidated financial statements.

The Company will need additional financing to support its continuing operations and pursue its growth strategy. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through equity offerings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain funding on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.

The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and its ability to pursue its business strategy. The company will need to generate significant revenue to achieve profitability, and it may never do so.

If the Company is unable to obtain funding, it could be forced to delay, reduce or eliminate some or all of its research and development programs, which could adversely affect its business prospects, or it may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. The accompanying unaudited condensed consolidated financial statements reflect the operations of the Company. Intercompany balances and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of March 31, 2026 and the results of operations for the three months ended March 31, 2026 and 2025. The condensed consolidated balance sheet as of December 31, 2025 was derived from audited annual financial statements but does not include all disclosures required by GAAP. The results of operations for the interim periods are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods, or any future year or period.

2. Summary of Significant Accounting Policies

There have been no significant changes from the significant accounting policies and estimates disclosed in Note 2 of the “Notes to Consolidated Financial Statements” in the audited consolidated financial statements for the year ended December 31, 2025 and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 10, 2026.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected within these condensed consolidated financial statements include, but are not limited to, research and development expenses and accruals, and the valuation of the Company’s stock-based awards. The Company bases its estimates on known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ materially from those estimates or assumptions.

Concentrations of Credit Risk and of Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company maintains its cash and cash equivalents at high-quality and accredited financial institutions in amounts that could exceed federally insured limits. Cash equivalents are invested in money market funds. However, the Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s short-term investments consist of U.S. Treasury bills, government securities, and government agency securities and as a result, the Company believes represent minimal credit risk.

The Company is dependent on third-party vendors for its product candidates. In particular, the Company relies, and expects to continue to rely, on a small number of vendors and collaborations with third parties to manufacture supplies and process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process.

Restricted Cash

Restricted cash as of March 31, 2026 and December 31, 2025 was restricted as cash collateral for the Company’s business credit card program.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments, with original maturities of three months or less, to be cash equivalents. As of March 31, 2026 and December 31, 2025 , cash equivalents includes$40.1 million and$47.9 million held in money market funds, respectively.

Short-Term Investments

The Company’s short-term investments consist of investments in debt securities, including U.S. Treasury bills, government securities, and government agency securities with remaining maturities beyond three months at the date of purchase that are available to be converted into cash to fund its current operations. As of March 31, 2026 and December 31, 2025, all of the Company’s debt securities were classified as available-for-sale and were carried at fair market value (see Note 3). The unrealized gains and losses on the Company’s available-for-sale debt securities are recorded in other comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive loss. Realized gains and losses are included in other income in the consolidated statements of operations and comprehensive loss and are determined using the specific identification method with transactions recorded on a trade date basis.

Debt securities in an unrealized loss position are evaluated for impairment at least quarterly. For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether or not it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the investment security’s amortized cost basis is written down to fair value through net loss.

For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In conducting this assessment for debt securities in an unrealized loss position, management evaluates the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors.

If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the investment security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income (loss). As of March 31, 2026 and December 31, 2025, there wasno allowance for credit losses recorded on the Company’s condensed consolidated balance sheet.

The Company’s interest income consists of interest earned from cash, cash equivalents, and short-term investments.

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of the convertible preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss. In connection with the 2026 Registration Statement (as defined below), there were$0.4 million of deferred offering costs recorded.

As of March 31, 2026 and December 31, 2025, the Company recorded deferred offering costs of$0.4 million and$35 thousand, respectively, on its condensed consolidated balance sheet.

Collaboration Arrangements

The Company analyzes its license agreements at contract inception to assess whether they are collaborative arrangements as defined by ASC No. 808, Collaborative Arrangements (ASC 808). Such determination is made based on whether the arrangements involve a joint operating activity in which both parties are active participants and exposed to significant risks and rewards that are dependent on the commercial success of the activity. To the extent an arrangement is within the scope of ASC 808, the Company evaluates whether any aspect of the arrangement between the Company and its partner is subject to other accounting literature. Transactions in a collaborative arrangement associated with vendor-customer exchanges between the parties are accounted for in accordance with ASC No. 606, Revenue from Contracts with Customers(ASC 606). Any aspect of a collaborative arrangement that is within the scope of other literature is accounted for pursuant to the applicable guidance. Transactions between collaborative partners that are outside the scope of other guidance are accounted for based on an analogy to authoritative accounting literature, or a reasonable, rational and consistently applied accounting policy election if there is no appropriate analogy. The Company considers the nature of the arrangement, nature of its business operations and contractual terms of the arrangement in determining the treatment of transactions not addressed within other accounting literature. Payments or reimbursements from collaborators related to shared research and development costs are recorded as a reduction to research and development expense, as such amounts represent cost‑sharing in the context of a collaborative arrangement rather than consideration for goods or services provided to a customer.

Revenue Recognition

Revenue recognized to-date has been generated exclusively from the Company’s license arrangement with Tenacia Biotechnology (Hong Kong) Co., Ltd. (“Tenacia”) pursuant to which it licensed the rights to certain named compounds for exploitation in specified territories (the “Tenacia License Agreement”). Through March 31, 2026, the Company has no products approved for commercial use and has not generated any revenue from product sales. Accordingly, the Company’s revenue has been presented as collaboration revenue within the accompanying condensed consolidated statement of operations and comprehensive loss.

For transactions and contracts in which the counterparty is a customer, the Company recognizes revenue in accordance with ASC 606. Under ASC 606, the Company recognizes revenue when its customer obtains control of the promised goods and/or services in an amount that reflects the consideration it expects to receive in exchange for those goods and/or services. To determine the appropriate amount of revenue to be recognized for agreements and elements of contracts determined to be within the scope of ASC 606, the Company performs the following steps: (i) Identify the contract(s) with the customer, (ii) Identify the promised goods and/or services in the contract and determine which promised goods and/or services represent performance obligations, (iii) Measure the transaction price, (iv) Allocate the transaction price to the performance obligations in the contract and (v) Recognize revenue when (or as) each performance obligation is satisfied.

Pursuant to the guidance in ASC 606, the Company accounts for a contract or elements of a contract with a customer that is within the scope of ASC 606, when all of the following criteria are met: (i) The arrangement has been approved by the parties and the parties are committed to perform their respective obligations, (ii) Each party’s rights regarding the goods and/or services to be transferred can be identified, (iii) The payment terms for the goods and/or services to be transferred can be identified, (iv) The arrangement has commercial substance and (v) Collection of substantially all of the consideration to which the Company will be entitled in exchange for the goods and/or services that will be transferred to the customer is probable.

The Company assesses the goods and/or services promised within a contract or elements of a contract that contains multiple promises to evaluate which promises are distinct. Promises are considered to be distinct and therefore, accounted for as separate performance obligations, provided that: (i) The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) The promise to transfer the good or service to the customer is separately identifiable from the other promises in the contract or elements of a contract. The Company determines that a customer can benefit from a good or service if it could be used, consumed, sold or otherwise held in a way that generates economic benefits. Factors that are considered in determining whether or not two or more promises are not separately identifiable include, but are not limited to, the following: (i) The Company provides a significant service of integrating goods and/or services with other goods and/or services promised, (ii) One or more of the goods and/or services significantly modifies or customizes, or are significantly modified or customized by, one or more of the other goods and/or services promised and (iii) The goods and/or services are highly interdependent or highly interrelated. In assessing whether promised goods and/or services are distinct from the other promises, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the collaborative partner and the availability of the associated expertise in the marketplace. The Company also considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promises and whether the value of a promise is dependent on the unsatisfied promises. Individual goods or services (or bundles of goods and/or services) that meet both criteria for being distinct are accounted for as separate performance obligations. Promises that are not distinct at contract inception are combined into a single performance obligation. Significant judgments made in accounting for contracts with customers primarily relate to the identification of performance obligations in the arrangement.

The Company considers a customer’s right to elect to obtain additional goods and/or services at such customer’s discretion to be an option if it is not presently obligated to provide the goods and/or services and it is not entitled to compensation in exchange for the associated goods and/or services. Options to acquire additional goods and/or services are evaluated to determine if the option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which would be accounted for as a separate contract upon the customer’s exercise. Situations in which a customer has an ability to acquire additional goods and/or services for free or at significantly discounted rates would be considered to provide the customer with a material right. Options to purchase goods and/or services at prices that reflect the standalone selling prices of the associated goods and/or services are accounted for as marketing offers.

The Company measures the transaction price in reference to the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. Accordingly, the transaction price at inception is comprised entirely of a fixed fee due a specified number of days from contract execution. With respect to royalties, including milestone payments triggered upon the first commercial sale of a licensed product or based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) When the related sales occur or (ii) When the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). Amounts to be received with respect to customer options will be included in the transaction price for the associated contract upon exercise.

The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. The Company’s contract with Tenacia is comprised of a single performance obligation. Therefore, the transaction price has been allocated in its entirety to the sole performance obligation identified in the arrangement. Option exercise fees are allocated to the goods and/or services underlying the associated option.

Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when control of the goods and/or services are transferred to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. With respect to promises related to licenses to intellectual property that are determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

The Company receives payments from its licensee based on billing schedules established in the contract. Upfront payments are recorded as contract liabilities within deferred revenue until the Company performs its obligations under the associated agreement. No portion of any upfront payments remains deferred as of March 31, 2026. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to the consideration is unconditional.

Net Loss Per Share

The Company only has one class of shares outstanding, and basic net loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock awards. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. As per the statements of operations and comprehensive loss for the three months ended March 31, 2026, comprehensive loss includes unrealized loss on short-term investments. For the three months ended March 31, 2025, comprehensive loss was partially offset by unrealized gains on short-term investments.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures.

3. Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands):

Money market funds are highly liquid and actively traded marketable securities that generally transact at a stable $1.00 net asset value representing its estimated fair value. During thethree months ended March 31, 2026 and the year ended December 31, 2025, there were no transfers between Level 1, Level 2 and Level 3.

The Company classifies its marketable securities as short-term because they are available to be converted into cash to fund current operations. The fair value of the Company’s U.S. Treasury bills, government securities, and government agency securities are classified as Level 2 because they are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.

The underlying securities held in the money market funds held by the Company are all government backed securities.

Short-term investments consisted of the following (in thousands):

The contractual maturities of the Company’s short-term investments in available-for-sale debt securities held were as follows (in thousands):

As of March 31, 2026, all investments in an unrealized loss position were in this position for less than 12 months. The Company evaluated its securities for potential other-than-temporary impairment and considered the decline in market value to be primarily attributable to current economic and market conditions. Additionally, the Company does not intend to sell the securities in an unrealized loss position and does not expect it will be required to sell the securities before recovery of the unamortized cost basis. Given the Company’s intent and ability to hold such securities until recovery, and the lack of a significant change in credit risk for these investments, the Company does not consider these investments to be impaired as of March 31, 2026. The Company did not recognize any credit losses during the three months ended March 31, 2026.

4. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

Depreciation expense of property and equipment for the three months ended March 31, 2026 and 2025 was$0.2 million and$0.2 million, respectively.

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

6. Preferred Stock

On May 30, 2024, the Company’s stockholders approved the third amended and restated certificate of incorporation, which was filed upon the closing of the IPO on June 10, 2024, and which, among other things, created 10,000,000 undesignated shares of authorized preferred stock, $0.001 par value per share.

7. Common Stock

Each share of common stock entitles the holder to one voteon all matters submitted to the stockholders for a vote. The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s board of directors, subject to the preferential dividend rights of convertible preferred stock. To-date, no dividends have been declared or paid.

In July 2025, the Company filed a shelf registration statement on Form S-3 (the “2025 Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) with an offering amount of up to $400.0 million in common stock, preferred stock, debt securities, warrants and/or units. Concurrent with the filing of the 2025 Registration Statement, the Company entered into a common stock sales agreement (the “Sales Agreement”), dated July 1, 2025, by and between the Company and Leerink Partners LLC and Cantor Fitzgerald & Co., acting as sales agents, which established an at-the-market offering program pursuant to which the Company may offer and sell shares of its common stock from time to time (the “ATM Program”). In connection with the ATM Program, the Company also filed a prospectus with the Registration Statement for the offer and sale of up to $150.0 million of shares of common stock from time to time through the sales agents (the “July 2025 ATM Prospectus”). In September 2025, the Company terminated the July 2025 ATM Prospectus.

In September 2025, the Company completed an underwritten public offering of 11,057,692 shares of common stock (inclusive of 1,442,307 shares of common stock sold pursuant to the underwriters’ full exercise of their option to purchase additional shares) at a public offering price of$26.00 per share (the “September 2025 Offering”) pursuant to an effective shelf registration statement (File No. 333-288444) and a related prospectus supplement filed with the SEC. The net proceeds from the September 2025 Offering were approximately$269.4 million, after deducting underwriter discounts, commissions, and other offering costs of$18.1 million.

In connection with the ATM Program, the Company filed a prospectus supplement with the SEC in January 2026, for the offer and sale of up to $110.0 million of shares of common stock from time to time through the sales agents, to be issued pursuant to the Sales Agreement (the “January 2026 ATM Prospectus”).

In March 2026, the Company filed an automatic shelf registration statement on Form S-3ASR (the “2026 Registration Statement”), containing (i) a base prospectus, which covers the offering, issuance and sale from time to time in one or more offerings of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units; and (ii) a sales agreement prospectus for the offering and issuance and sale of up to a maximum aggregate offering price of $150.0 million of common stock, to be issued pursuant to the Sales Agreement. The 2025 Registration Statement was terminated automatically upon the filing of the 2026 Registration Statement. To date, the Company has not sold any shares pursuant to the Sales Agreement.

As of March 31, 2026, the Company had reserved 11,179,735 shares of common stock, of which 2,428,124 shares were reserved for issuance under the 2022 Plan,8,061,566 shares under the 2024 Stock Option and Grant Plan (the “2024 Plan”) and 690,045 shares under the 2024 Employee Stock Purchase Plan (the “2024 ESPP”) (see Note 8).

8. Stock-Based Compensation

2022 Plan

The 2022 Plan provides for the Company to grant incentive stock options (“ISO”) or non-qualified stock options, unrestricted stock awards, restricted stock awards and restricted stock units (collectively, the “Awards”) to the employees, directors, and consultants of the Company. The 2022 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated.

The remaining shares reserved for issuance under the 2022 Plan ceased to be available for issuance at the time that the 2024 Plan became effective. There will beno further awards granted under the 2022 Plan, but all outstanding awards under the 2022 Plan will continue to be governed by their existing terms.

Subsequent to the effectiveness of the 2024 Plan, the shares of common stock underlying any awards under the 2022 Plan that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) and shares withheld upon exercise of an option or settlement of an award to cover the exercise price or tax withholding will be added to the shares of common stock available for issuance under the 2024 Plan.

2024 Plan

In May 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 Plan, which became effective in June 2024. The 2024 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants. The 2024 plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. In addition, the number of shares reserved and available for issuance under the 2024 Plan will automatically increase on each January 1, byfive percent of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the compensation committee. On January 1, 2026, the annual increase resulted in an additional 2,388,628 shares being added to the 2024 Plan. As of March 31, 2026, there have been 115,936 stock-based awards cancelled under the 2022 Plan from which the underlying shares were added to the shares reserved under the 2024 Plan. As of March 31, 2026, the Company had 2,407,533 shares remaining available for future grants.

The shares of common stock underlying any awards under the 2024 Plan and the 2022 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2024 Plan.

2024 ESPP

In May 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 ESPP, which became effective in June 2024. The 2024 ESPP initially reserved and authorized the issuance of up to a total of 324,243 shares of the Company’s common stock to participating employees. The 2024 ESPP provides that the number of shares reserved and available for issuance will automatically increase on each January 1 thereafter through January 1, 2034, by the lesser of (i)648,486 shares of common stock, (ii)one percent of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the administrator of the 2024 ESPP. On January 1, 2026, the administrator determined that no additional shares would be reserved and authorized pursuant to the 2024 ESPP. The number of shares reserved under the 2024 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. As of March 31, 2026, the Company had 690,045 shares reserved for the 2024 ESPP.

No shares were issued during thethree months ended March 31, 2026 relating to the 2024 ESPP.

Stock Options

The Company has granted stock options with service-based vesting conditions. Stock options generally vest over four years and have a maximum term often years. The Company typically grants stock options to employees and non-employees at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant. The following table summarizes the Company’s stock option activity for thethree months ended March 31, 2026:

The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2026 and 2025 was$19.59 and$11.98 per share, respectively. As of March 31, 2026, there was$72.6 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a remaining weighted average period of 2.7 years.

Restricted Stock Awards (“RSA”)

The Company has awarded RSAs both under the 2022 Plan as well as outside of the 2022 Plan. To date, the Company hasnot awarded any RSAs under the 2024 Plan.

Service-Based RSAs

The majority of the RSAs have service-based vesting conditions and vest over a period from immediately tofour years. Compensation expense is recognized on a straight-line basis over the requisite service period.

The following table summarizes the Company’s service-based RSA grant activity for thethree months ended March 31, 2026:

The aggregate intrinsic fair value of service-based RSAs that vested during the three months ended March 31, 2026 and 2025, was$2.5 million and$1.9 million, respectively. As of March 31, 2026, there was$1.1 million of total unrecognized compensation cost related to unvested service-based RSAs, which is expected to be recognized over a remaining weighted average period of 1.0 years.

Performance-Based RSAs

The Company has also granted performance-based RSAs to certain employees and directors with a vesting commencement date contingent upon the subsequent closing of the Company’s Series A convertible preferred stock financing. The Company has determined that it has met all the conditions to establish the grant date for these performance-based RSAs at the original issuance date. Therefore, these awards are deemed to contain an implied performance condition. The vesting of the performance-based RSAs is also subject to grantees’ continued service until the 4th anniversary date of the closing of a subsequent financing.

Share-based compensation expense associated with the performance-based RSAs is recognized if the performance condition is considered probable of achievement. In February 2023, the existing Series A convertible preferred stock investors waived the second and third tranche milestones and the Company closed on the sale of its second and third tranches of Series A convertible preferred stock. As a result, the performance condition was deemed to be met.

The following table summarizes the Company’s performance-based RSA grant activity for thethree months ended March 31, 2026:

The aggregate intrinsic fair value of performance-based RSAs that vested during the three months ended March 31, 2026 and 2025 was$1.2 million and$0.7 million, respectively. As of March 31, 2026, there was$0.1 million of total unrecognized compensation cost related to unvested performance-based restricted common stock, which is expected to be recognized over a remaining weighted average period of 0.6 years.

Restricted Stock Units (“RSUs”)

In March 2025, the Company awarded 13,987 restricted stock units under the 2024 Plan to an employee. Each RSU represents a right to receive one share of the Company’s Common Stock when it becomes vested. The RSUs vest in two equal tranches over atwo year period starting on the grant date subject to the satisfaction of a service relationship with the Company. During thethree months ended March 31, 2026,6,994 RSUs vested, with 6,993 shares unvested as of March 31, 2026.

As of March 31, 2026, the unrecognized compensation expenses associated with the RSUs were immaterial. The Company didnot award any RSUs in thethree months ended March 31, 2026.

Performance-Based Restricted Stock Units (“PSUs”)

In December 2024, the Company granted 95,500 performance-based restricted stock units (“PSUs”) to certain employees. Each PSU represents a right to receive one share of the Company’s Common Stock when it becomes vested.

The PSUs vest in two equal tranches over two performance periods starting on the grant date and ending, respectively, on December 31, 2025, and December 31, 2026, subject to the satisfaction of both service and performance conditions specifically defined for each performance period and each PSU award. The performance conditions are related to the achievement of certain program milestones in the Company’s drug discovery and development process.

In December 2025, the Compensation Committee confirmed the achievement of certain performance milestones for the first tranche of the PSUs related to the achievement of certain drug discovery and development milestones in 2025, with 34,750 PSU shares vesting on December 31, 2025, and also confirmed there were certain milestones for the first tranche that were not achieved, resulting in the forfeiture of 13,000 PSU awards. In connection with the December 31, 2025 PSU vesting tranche, the Company recognized$0.9 million compensation expense.

During the three months ended March 31, 2026, the Company didnot recognize any additional compensation expense for the PSUs, as no additional performance conditions were considered probable of being met.

There were no PSUs granted in the three months ended March 31, 2026 and 2025. As of both March 31, 2026 and December 31, 2025, the unrecognized compensation expenses associated with the PSUs were$1.0 million, with 47,750 shares unvested as of March 31, 2026.

Stock-Based Compensation

The Company recorded stock-based compensation expense for stock options of$6.6 million and$3.3 million in the three months ended March 31, 2026 and 2025, respectively. The Company recorded stock-based compensation expense for RSAs of$0.3 million and$0.7 million in the three months ended March 31, 2026 and 2025, respectively. The following table below summarizes the classification of the Company’s stock-based compensation expense related to stock options and restricted common stock awards in the condensed consolidated statements of operations and comprehensive loss (in thousands):

9. Leases

Operating Lease

In June 2023, the Company entered into a lease in Boston, Massachusetts commencing August 31, 2023 with an initial term of 40 months. The monthly lease payments are $66 thousand for the first 12 months, with 2% escalation each year. In conjunction with the lease, the Company paid a security deposit of $0.1 million that is recorded on the Company’s condensed consolidated balance sheet in prepaid expenses and other current assets as of March 31, 2026.

In February 2024, the Company entered into a lease in San Diego, California to lease a total of 20,626 square feet for laboratory and office space. The lease commenced January 11, 2025 with an initial term of 60 months with no option to extend for an additional term. The lease provides for annual base rent for the premises of approximately $1.9 million for the first year of the lease. Thereafter, the annual base rent will increase at an adjustment rate of 3.0% each year until the end of the term. The Company is also obligated to pay the landlord certain fees, taxes, and operating expenses, subject to certain exclusions.

In November 2024, the Company entered into a sublease for a new corporate headquarters space in Boston, Massachusetts for 15,275 square feet of office space. The lease commenced June 1, 2025 with a lease term of 6.5 years withno option to extend for an additional term. The lease provides for annual base rent for the premise of approximately $0.8 million for the first year of the lease. Thereafter, the annual base rent will increase at an adjustment of 2.0% each year until the end of the term. The Company is also obligated to pay the landlord certain fees, taxes, and operating expenses, subject to certain exclusions. In conjunction with the lease commencement, the Company paid a security deposit of $0.4 million that is recorded on the Company’s condensed consolidated balance sheet in other assets as of March 31, 2026.

10. Commitments and Contingencies

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scopes and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with the board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of March 31, 2026 and December 31, 2025.

Legal Proceedings

From time to time, the Company may become involved in legal proceedings or other litigation relating to claims arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and estimated exposure amount. Legal fees and other costs associated with such proceedings are expensed as incurred. As of March 31, 2026 and December 31, 2025, the Company was not a party to any material legal proceedings or claims.

NeuroPace Master Services Agreement and Statement of Work

In November 2023, the Company entered into a master services agreement (the “NeuroPace Agreement”) with NeuroPace Inc. (“NeuroPace”), the manufacturer and distributor of the RNS system. Pursuant to the NeuroPace Agreement and in accordance with statement of work agreements entered into from time to time, NeuroPace provides the Company with certain services with respect to data from the RNS systems used in the Company’s clinical trials of RAP-219 in drug-resistant focal onset seizures (“FOS”). The NeuroPace Agreement also grants the Company a royalty-free, worldwide, exclusive, non-transferable license to all data collected by the RNS systems in its RAP-219 clinical trials in drug-resistant FOS and the outcomes of algorithms that are applied to such data, as well as the ability to publish the outcomes of algorithms, subject to certain conditions. The consideration the Company will pay to NeuroPace for such services is set out in each statement of work agreement.

Concurrently with the execution of the NeuroPace Agreement, the parties also entered into an initial statement of work, as amended in March 2024, and a second statement of work, as amended in February 2026, (collectively, the “NeuroPace SOWs”) under the NeuroPace Agreement, pursuant to which NeuroPace agreed to provide services related to the RAP-219 Phase 2a clinical trial and planned open-label long term safety trial in RAP-219 for FOS, including, among other things, clinical trial readiness support, identification of potential patients satisfying the enrollment criteria and RNS system data reporting and data analysis. Pursuant to the payment schedule set out in the NeuroPace SOWs, the Company will pay NeuroPace an aggregate of up to$5.8 million over a period of approximately four years in connection with NeuroPace’s provision of services and achievement of certain patient enrollment and deliverable milestones. As of March 31, 2026, the Company had incurred cumulative expenses of$4.5 million on both NeuroPace SOWs.

11. License and Collaboration Agreement

Tenacia License Agreement

Agreement Summary

On March 6, 2026, the Company entered into the Tenacia License Agreement. The arrangement provides Tenacia with the exclusive rights to develop and commercialize the Company’s product candidate, RAP-219, in mainland China, Hong Kong, Macau and Taiwan (each, a “Market” and collectively, the “Tenacia Territory”). The Company retains exclusive rights to RAP-219 outside the Tenacia Territory.

Under the terms of the Tenacia License Agreement, the Company granted to Tenacia a license to use certain intellectual property for the development and commercialization of RAP-219 and products containing RAP-219 across indications, including FOS and bipolar mania. The license conveyed by the Company also provides Tenacia with the ability to use the covered intellectual property on a non-exclusive basis for manufacturing and supply purposes.

Pursuant to the terms of the Tenacia License Agreement, Tenacia is responsible for conducting all development and commercialization activities with respect to the Tenacia Territory, with the exception of the associated manufacturing. The Tenacia License Agreement requires Tenacia to participate in the Company’s planned global clinical trials for RAP-219 and products containing RAP-219 for the FOS and bipolar mania indications, including long-acting injectable formulations, by conducting the part of the global clinical trials in the Tenacia Territory. Tenacia will cover development costs for the Territory and share the corresponding global trial costs at the percentage specified in the Agreement. The Company will provide manufacturing and supply for clinical and commercial purposes at agreed upon pricing pursuant to definitive agreements to be executed in the future until such time Tenacia takes over manufacturing responsibilities.

Under the terms of the Tenacia License Agreement, the Company received a $20.0 million non-refundable upfront payment. Additionally, to the extent Tenacia commercializes any licensed products containing RAP-219, the Company is eligible to receive up to $308.0 million in contingent sales-based milestone payments and tiered royalty payments ranging from the mid-single digits to the mid-teens based on a percentage of net sales, subject to certain customary reductions and offsets.

Unless earlier terminated, the Tenacia License Agreement will expire on a Market-by-Market basis at the end of the applicable royalty term. The Tenacia License Agreement contains customary termination rights, including for uncured material breach, insolvency and certain other specified circumstances. Any expiration or termination of the Tenacia License Agreement does not affect the rights and obligations of the parties that accrued prior to the expiration or termination date.

Accounting Analysis

The Company determined that the Tenacia License Agreement is a collaborative arrangement as defined by ASC 808 because it involves a joint operating activity comprised of the development of RAP-219 and products containing RAP-219 wherein both parties are: (i) Active participants via participation in the global clinical trials for their respective territory and (ii) Exposed to significant risks and rewards dependent on the commercial success of the development efforts since recovery of costs incurred is contingent upon receipt of regulatory approval. The Company further determined that the contract is partially within the scope of ASC 606 since it contains transactions in which Tenacia is a customer for a good or service that is a distinct unit of account. More specifically, the Company concluded that the Tenacia License Agreement is composed of the following components: (i) License granted to Tenacia to exploit RAP-219 and products containing RAP-219, including manufacturing rights and (ii) Parties’ participation in the global development of RAP-219 and products containing RAP-219. For each of these components, the Company determined the following: (i) Unit of account associated with license granted to Tenacia is within the scope of ASC 606 since the transaction is in the context of a vendor-customer exchange and (ii) Parties’ conduct of development activities related to the global clinical trials is outside the scope of ASC 606 since the parties are operating in the capacity of collaborative partners.

The Company’s obligations under the Tenacia License Agreement comprise a single promise related to the exclusive license that was granted to Tenacia to use certain intellectual property in the development and commercialization of RAP-219 and products containing RAP-219, including manufacturing rights. Accordingly, the Company determined that the Tenacia License Agreement has only one performance obligation consisting of the sole promise in the contract. As it relates to Tenacia’s option to purchase clinical and commercial supply from the Company, the Tenacia License Agreement does not obligate Tenacia to purchase any minimum amount or quantities. As such, the Company concluded that the provision of manufacturing activities related to clinical and commercial supply represents customer options. Such options do not give rise to any performance obligations because the applicable terms, including the anticipated pricing, do not incorporate a material right. Instead, the options were determined to be marketing offers as their pricing is indicative of the standalone selling prices of the underlying goods and/or services. Therefore, the manufacturing activities were excluded as a performance obligation at the outset of the arrangement. Any purchases will be accounted for as a separate arrangement. No customer options had been exercised as of March 31, 2026.

The Company’s license arrangement with Tenacia provides for the payment of the following: (i) Non-refundable upfront fee, (ii) First commercial sale milestones, (iii) Sales-based milestones and (iv) Royalties on net sales of licensed products. As of March 31, 2026, the Company has measured the transaction price solely in reference to the $20.0 million upfront payment. None of the variable consideration payable under the arrangement has been included in the transaction price as of March 31, 2026. All potential milestone and royalty payments are subject to the royalty recognition constraint whereby such amounts will be recognized as revenue upon the later of: (i) When the related sales occur or (ii) When the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied) because the exclusive license is deemed to be the sole or predominant item to which the payments relate. Because the payments wholly relate to the exclusive license which was conveyed at inception of the arrangement, the Company will recognize revenue associated with the milestones and royalties from the sales of licensed products when the respective triggering event or related sales occur, as applicable. Through March 31, 2026, no milestones have been achieved and no royalties have been earned.

The Company allocated the transaction price of $20.0 million to the sole identified performance obligation in its entirety. Amounts allocated to the performance obligation comprised entirely of the exclusive license promise are recognized as revenue at a point in time since the underlying license represents functional intellectual property. Control of the license which granted the right to use the Company’s intellectual property was transferred to Tenacia simultaneously with contract effectiveness on March 6, 2026 consistent with when the intellectual property was made available for Tenacia’s use and benefit. As a result, the Company recognized $20.0 million of collaboration revenue during thethree months ended March 31, 2026 upon satisfaction of the associated performance obligation.

Conversely, the global development activities under the Tenacia License Agreement do not represent a transaction with a customer. Accordingly, payments received by the Company resulting from reimbursements for Tenacia’s share of development costs will be accounted for as a reduction to the associated expense in the period the costs are incurred in the condensed consolidated statement of operations and comprehensive loss.

As of March 31, 2026, the Company didnot have any deferred revenue related to the Tenacia License Agreement. The Company incurred approximately $2.0 million of incremental costs for financial advisory fees to obtain the arrangement with Tenacia. Such amount was expensed in full during thethree months ended March 31, 2026 consistent with the timing of the transfer of associated performance obligation. Amount is classified as selling, general and administrative expense in the accompanying condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2026. No contract assets related to costs to obtain a contract with a customer or costs to fulfill a contract with a customer are capitalized at March 31, 2026.

12. Segment

The Company is currently developing medicines for patients with neurological or psychiatric disorders in the United States. The Company does not have any revenue generating products, and revenue will not be generated from any other current or future product candidates until regulatory approval is obtained and products are commercialized.

For three months ended March 31, 2026 and 2025, the Company had identifiedone operating and reportable segment. The Company defines its operating segments based on internally reported financial information that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) to analyze financial performance, make decisions, and allocate resources. The Company’s Chief Executive Officer is the CODM.

The CODM reviews the segment’s profit or loss based on net (loss) income reported on the condensed consolidated statement of operations and comprehensive (loss) income and considers forecast-to-actuals variances on a quarterly basis for expenses that are deemed significant. Further, the CODM reviews the segment’s assets based on total assets reported on the condensed consolidated balance sheet. In addition, the CODM is regularly provided information on total cash, which is inclusive of cash, cash equivalents and short-term investments, as a measure of segment assets. As of March 31, 2026, the Company’s cash, cash equivalents and short-term investments were$476.8 million. All long-lived assets are held in the United States.

The Company’s CODM views specific categories within research and development expenses and general and administrative expenses as significant given the direct correlation between cash burn and profitability as a pre-revenue company. The following table reconciles reported revenues to net (loss) income under the significant expense principle for thethree months ended March 31, 2026 and 2025 (in thousands):

Accordingly, the Company consists of asingle operating and reportable segment and the condensed consolidated financial statements and notes thereto are presented as asingle reportable segment.

13. Net Loss per Share

Basic and diluted net loss per common share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

For purposes of this calculation, the Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share available to common shareholders for the periods indicated because including them would have had an anti-dilutive effect: