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Rapport Therapeutics, Inc.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

RAPP$24.44+3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001193125-26-333862

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001193125-26-446217

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 155 previous paragraphs and 160 current paragraphs.

100 unchanged; 45 reworded; 14 added; 9 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

We believe RAP-219 also has therapeutic potential in bipolar disorder. In October 2026, we announced positive topline results from our Phase 2 trial of RAP-219 in adults experiencing acute mania associated with bipolar I disorder (“BD”). The trial met its primary endpoint, with RAP-219 achieving a statistically significant 3.1-point least squares mean improvement over placebo in the Young Mania Rating Scale total score at Week 3 (mean reduction from baseline of 15.4 points with RAP-219 versus 12.3 points with placebo (p=0.045)), and RAP-219 was generally well-tolerated. All treatment emergent adverse events (during the treatment period) were mild or moderate in severity, and there were no serious adverse events. These results establish clinical proof-of-concept for RAP-219 and its novel TARPγ8-selective mechanism in bipolar mania. We plan to have a meeting with the FDA in the first quarter of 2027 to discuss the Phase 2 data and registrational trial design for RAP-219 in adults experiencing acute mania associated with BD. Initiation of two Phase 3 trials of RAP-219 in acute mania is expected in the second half of 2027. Additional data from the Phase 2 trial will be presented at a future medical meeting.

Current report

Additionally, in October 2026, we issued and sold in separate underwritten offerings with Morgan Stanley & Co. LLC, Leerink Partners LLC and Evercore Group L.L.C. (the “Underwriters”): (i) 9,761,905 shares of common stock at a public offering price of $21.00 per share (the “Offering Price”), and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,190,476 shares of common stock at a public offering price of $20.999 per share, which represents the Offering Price for the common stock less the $0.001 per share exercise price for each pre-funded warrant, which included the Underwriters’ exercise of their option to purchase additional shares of common stock in full (the “2026 Equity Offering”) and (ii) $172.5 million aggregate principal amount of 2.25% convertible senior notes due 2032, which included the Underwriters’ exercise of their option to purchase additional Notes in full (the “Notes”) (the “2026 Notes Offering” and together with the 2026 Equity Offering, the “2026 Underwritten Offerings”).

Current report

Concurrently with the 2026 Underwritten Offerings, we issued 1,428,571 shares of our common stock (the “PIPE Shares”) at a price per share equal to the Offering Price to certain investors in a private placement (the “2026 Private Placement” and together with the 2026 Underwritten Offerings, the “October 2026 Offerings”). The October 2026 Offerings closed on October 30, 2026, subject to customary closing conditions.

Current report

The net proceeds from the 2026 Equity Offering are approximately $215.7 million, after deducting underwriting discounts and commissions and estimated offering expenses. The net proceeds from the 2026 Notes Offering are approximately $166.8 million, after deducting underwriting discounts and commissions and estimated offering expenses. The net proceeds from the 2026 Private Placement are approximately $28.2 million, after deducting placement agent discounts and commissions and estimated offering expenses.

Current report

The Notes will be our senior, unsecured obligations, will bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on June 1 and December 1 of each year beginning June 1, 2027, and will mature on December 1, 2032, unless earlier repurchased, redeemed or converted. The initial conversion rate is 37.3483 shares of common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $26.7750 per share, a premium of approximately 27.50% over the Offering Price per share of the common stock in the 2026 Equity Offering. Upon conversion, we will pay or deliver cash, shares of common stock or a combination, at our election.

Current report

Subsequent to September 30, 2026, we sold 399,201 shares of common stock under the ATM Program (as defined below) for gross proceeds of approximately $10 million.

Current report

Research and development expenses were $34.3 million for the three months ended September 30, 2026, as compared to $22.3 million for the three months ended September 30, 2025. The increase of $12.0 million consisted of the following:

Current report

Selling, general and administrative expenses were $9.8 million for the three months ended September 30, 2026, as compared to $7.7 million for the three months ended September 30, 2025. The increase of $2.1 million consisted of the following:

Current report

Comparison of the nine months ended September 30, 2026 and 2025

Current report

Research and development expenses were $118.4 million for the nine months ended September 30, 2026, as compared to $64.5 million for the nine months ended September 30, 2025. The increase of $53.9 million consisted of the following:

Current report

Selling, general and administrative expenses were $30.7 million for the nine months ended September 30, 2026, as compared to $22.1 million for the nine months ended September 30, 2025. The increase of $8.6 million consisted of the following:

Current report

In October 2026, we completed the October 2026 Offerings in which we issued and sold (i) 9,761,905 shares of common stock at the Offering Price and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,190,476 shares of common stock at a public offering price of $20.999 per share, (ii) $172.5 million Notes and (iii) 1,428,571 PIPE Shares. The net proceeds from the October 2026 Offerings are approximately $410.7 million, after deducting underwriting discounts and commissions and estimated offering expenses.

Current report

During the nine months ended September 30, 2025, net cash provided by financing activities was $270.5 million, primarily consisting of net proceeds from the September 2025 Offering in the aggregate amount of $269.8 million and proceeds from exercise of stock options of $0.6 million.
Removed paragraphs (9)

Previous report

We believe RAP-219 also has therapeutic potential in bipolar disorder. Our Phase 2 proof-of-concept trial in bipolar mania is progressing well and topline results are expected in October 2026. Additionally, we have modified the trial's statistical analysis plan and increased target enrollment, enabling the trial to potentially be considered as confirmatory evidence of effectiveness. Following completion of the Phase 2 trial, and subject to the results, we plan to engage with the FDA in an end-of-Phase 2 meeting to align on the design of a potential Phase 3 program to support a New Drug Application for the treatment of bipolar mania.

Previous report

On July 4, 2025, new U.S tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”) which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The impacts of OBBBA are not expected to be material to the 2026 consolidated balance sheet or statements of operations and comprehensive loss.

Previous report

Research and development expenses were $51.4 million for the three months ended June 30, 2026, as compared to $22.7 million for the three months ended June 30, 2025. The increase of $28.7 million consisted of the following:

Previous report

Selling, general and administrative expenses were $9.4 million for the three months ended June 30, 2026, as compared to $6.8 million for the three months ended June 30, 2025. The increase of $2.6 million consisted of the following:

Previous report

Research and development expenses were $84.1 million for the six months ended June 30, 2026, as compared to $42.3 million for the six months ended June 30, 2025. The increase of $41.9 million consisted of the following:

Previous report

Selling, general and administrative expenses were $20.9 million for the six months ended June 30, 2026, as compared to $14.4 million for the six months ended June 30, 2025. The increase of $6.5 million consisted of the following:

Previous report

During the six months ended June 30, 2025, net cash used in financing activities was $0.1 million, primarily consisting of deferred offering costs in connection with the preparation and filing of the Registration Statement and the ATM Program.
Reworded paragraphs (45)

Previous wording

Several Phase 1 trials in RAP-219 have been conducted in healthy adult volunteers, including a single ascending dose (“SAD”) trial; a multiple ascending dose (“MAD”) trial; a second MAD trial (“MAD-2”), to assess alternative dosing regimens that may accelerate time to reach therapeutic exposure; a positron emission tomography (“PET”) trial, which utilized a companion PET radiotracer to confirm brain target receptor occupancy (“RO”) and brain region specificity across a range of dosing and exposure levels.

Current wording

Several Phase 1 trials in RAP-219 have been conducted in healthy adult volunteers, including a single ascending dose (“SAD”) trial; a multiple ascending dose (“MAD”) trial; a second MAD trial (“MAD-2”), to assess alternative dosing regimens that may accelerate time to reach therapeutic exposure; and a positron emission tomography (“PET”) trial, which utilized a companion PET radiotracer to confirm brain target receptor occupancy (“RO”) and brain region specificity across a range of dosing and exposure levels.

Previous wording

In late 2025, we initiated an open-label long term safety trial to allow patients enrolled in our Phase 2a proof-of-concept trial in drug-resistant FOS to resume taking RAP-219. Data from the open-label trial is expected in the fourth quarter of 2026. In December 2025, we received U.S. Food and Drug Administration (“FDA”) feedback from an end-of-Phase 2 meeting supporting advancement into two Phase 3 trials of RAP-219 in patients with drug-resistant FOS. We initiated the Phase 3 program in the second quarter of 2026.

Current wording

In late 2025, we initiated an open-label long term safety trial to allow patients enrolled in our Phase 2a proof-of-concept trial in drug-resistant FOS to resume taking RAP-219. Initial data from the open-label trial are expected in the fourth quarter of 2026. In December 2025, we received U.S. Food and Drug Administration (“FDA”) feedback from an end-of-Phase 2 meeting supporting advancement into two Phase 3 trials of RAP-219 in patients with drug-resistant FOS. We initiated the Phase 3 program in the second quarter of 2026, with two parallel pivotal trials, FOCUS 1 and FOCUS 2, currently enrolling patients.

Previous wording

Additionally, we continue to develop a long-acting injectable (“LAI”) formulation of RAP-219. We believe an LAI formulation has the potential to improve patient adherence and expand the potential clinical utility across all of the RAP-219 indications. IND-enabling activities are underway and initial Phase 1 PK data is expected in 2027.

Current wording

Additionally, we continue to develop a long-acting injectable (“LAI”) formulation of RAP-219. We believe an LAI formulation has the potential to improve patient adherence and expand the potential clinical utility across all of the RAP-219 indications. We expect to initiate a Phase 1 study, with initial 1 PK data from the study expected in the third quarter of 2027.

Previous wording

We also have two advanced discovery-stage nicotinic acetylcholine receptor (“nAChR”) programs stemming from our RAP technology platform. nAChRs have been clinically validated in patient-reported neuropathic pain and our first advanced discovery-stage nAChR program comprises agonists of the α6ß4 nAChR. α6ß4 nAChRs are selectively expressed in sensory neurons, and the α6 subunit has human genetic validation in chronic pain. We have initiated IND-enabling activities for our α6ß4 nAChR agonist development candidate, RAP-641, directed at a genetically validated precision target that we are pursuing as a potential novel non-opiate, non-CNS approach for chronic pain and migraine. The second advanced discovery-stage nAChR program comprises modulators of the α9α10 nAChR. Third-party preclinical genetic data suggest that this nAChR could be an attractive target in treating hearing and vestibular disorders. We continue to leverage our RAP technology platform to discover additional product candidates that we believe have the potential to provide transformative benefits for large patient populations with neurological or psychiatric diseases.

Current wording

We also have two advanced discovery-stage nicotinic acetylcholine receptor (“nAChR”) programs stemming from our RAP technology platform. nAChRs have been clinically validated in patient-reported neuropathic pain and our first advanced discovery-stage nAChR program comprises agonists of the α6ß4 nAChR. α6ß4 nAChRs are selectively expressed in sensory neurons, and the α6 subunit has human genetic validation in chronic pain. Our α6ß4 nAChR agonist development candidate, RAP-641, is directed at a genetically validated precision target that we are pursuing as a potential novel non-opiate, non-CNS approach for chronic pain and migraine. We expect to initiate a Phase 1 study, with preliminary results expected in the second half of 2027.

Previous wording

We have incurred significant operating losses in each year since our inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of any product candidates we may develop. Our net losses were $56.6 million and $26.7 million for the three months ended June 30, 2026 and 2025, respectively, and $76.5 million and $50.8 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $311.7 million. We expect our expenses and operating losses will increase substantially as we:

Current wording

We have incurred significant operating losses in each year since our inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of any product candidates we may develop. Our net losses were $40.2 million and $26.9 million for the three months ended September 30, 2026 and 2025, respectively, and $116.7 million and $77.7 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, we had an accumulated deficit of $351.9 million. We expect our expenses and operating losses will increase substantially as we:

Previous wording

conduct our ongoing preclinical studies and ongoing and planned clinical trials;

Current wording

conduct our ongoing nonclinical studies and ongoing and planned clinical trials;

Previous wording

In addition, we have several preclinical and clinical development, regulatory, and commercial milestone payment obligations under our licensing arrangements. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our preclinical studies, clinical trials and our expenditures on other research and development activities.

Current wording

In addition, we have several preclinical and clinical development, regulatory, and commercial milestone payment obligations under our licensing arrangements. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our nonclinical studies, clinical trials and our expenditures on other research and development activities.

Previous wording

We believe that our existing cash, cash equivalents, and short-term investments will enable us to fund our operating expenses and capital expenditure requirements into the second half of 2029. See the sections titled “—Liquidity and Capital Resources” and “Risk Factors—Risks Related to Our Limited Operating History, Financial Condition and Need for Additional Capital” included elsewhere in this Quarterly Report.

Current wording

We believe that our existing cash, cash equivalents, and short-term investments will enable us to fund our operating expenses and capital expenditure requirements through the end of 2029. See the sections titled “—Liquidity and Capital Resources” and “Risk Factors—Risks Related to Our Limited Operating History, Financial Condition and Need for Additional Capital” included elsewhere in this Quarterly Report.

Previous wording

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 our RAP-219 Phase 2a clinical trial and 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, we 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 June 30, 2026, we have incurred cumulative expenses of $4.7 million on both NeuroPace SOWs.

Current wording

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 our RAP-219 Phase 2a clinical trial and 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, we 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 September 30, 2026, we have incurred cumulative expenses of $4.9 million on both NeuroPace SOWs.

Previous wording

We have not generated any revenue from the sale of products since inception and do not expect to generate any revenue from the sale of products for several years, if ever. As discussed above and in Note 11 -License and Collaboration Agreement to our condensed consolidated financial statements, we entered into the Tenacia License Agreement in March 2026. We recognized $20.0 million of collaboration revenue from the Tenacia License Agreement during the six months ended June 30, 2026.

Current wording

We have not generated any revenue from the sale of products since inception and do not expect to generate any revenue from the sale of products for several years, if ever. As discussed above and in Note 11 -License and Collaboration Agreement to our condensed consolidated financial statements, we entered into the Tenacia License Agreement in March 2026. We recognized $20.0 million of collaboration revenue from the Tenacia License Agreement during the nine months ended September 30, 2026.

Previous wording

the cost of developing and validating our outsourced manufacturing process for use in our preclinical studies and future clinical trials;

Current wording

the cost of developing and validating our outsourced manufacturing process for use in our nonclinical studies and future clinical trials;

Previous wording

Our primary focus since inception has been the development of RAP-219. Our research and development costs consist primarily of personnel-related costs and external costs, such as fees paid to Contract Manufacturing Organizations (“CMOs”), Contract Research Organizations (“CROs”) and consultants in connection with our non-clinical studies, preclinical studies and clinical trials. We expense all research and development costs in the periods in which they are incurred. Because we are working on multiple research and development programs at one time, we track many of our external expenses on a program-by-program basis. We do not allocate personnel-related costs or other indirect costs to specific product development programs because these costs are deployed across multiple programs and, as such, are not separately classified.

Current wording

Our primary focus since inception has been the development of RAP-219. Our research and development costs consist primarily of personnel-related costs and external costs, such as fees paid to Contract Manufacturing Organizations (“CMOs”), Contract Research Organizations (“CROs”) and consultants in connection with our nonclinical studies and clinical trials. We expense all research and development costs in the periods in which they are incurred. Because we are working on multiple research and development programs at one time, we track many of our external expenses on a program-by-program basis. We do not allocate personnel-related costs or other indirect costs to specific product development programs because these costs are deployed across multiple programs and, as such, are not separately classified.

Previous wording

timely and successful completion of preclinical studies, including toxicology studies, biodistribution studies and minimally efficacious dose studies in animals, where applicable;

Current wording

timely and successful completion of nonclinical studies, including toxicology studies, biodistribution studies and minimally efficacious dose studies in animals, where applicable;

Previous wording

We anticipate that our selling, general and administrative expenses will increase for the foreseeable future to support development of product candidates and our continued research activities. These increases will likely include additional costs related to the hiring of additional personnel and fees paid to outside consultants, among other expenses. We also anticipate increased expenses related to audit, accounting, legal, regulatory, and tax-related services associated with maintaining compliance with The Nasdaq Global Market (“Nasdaq”) and SEC requirements, director and officer insurance premiums, and investor relations costs associated with operating as a public company.

Current wording

We anticipate that our selling, general and administrative expenses will increase for the foreseeable future to support development of product candidates and our continued research activities. These increases will likely include additional costs related to the hiring of additional personnel and fees paid to outside consultants, among other expenses. We also anticipate increased expenses related to audit, accounting, legal, regulatory, and tax-related services associated with maintaining compliance with The Nasdaq Global Market and SEC requirements, director and officer insurance premiums, and investor relations costs associated with operating as a public company.

Previous wording

For the three and six months ended June 30, 2026 and 2025, we recorded no income tax provision. As of June 30, 2026 and December 31, 2025, we recorded a full valuation allowance of our net deferred tax assets, as we believed it was more likely than not we would not be able to utilize our deferred tax assets prior to their expiration.

Current wording

For the three and nine months ended September 30, 2026 and 2025, we recorded no income tax provision. As of September 30, 2026 and December 31, 2025, we recorded a full valuation allowance of our net deferred tax assets, as we believed it was more likely than not we would not be able to utilize our deferred tax assets prior to their expiration.

Previous wording

a $32.3 million increase in RAP-219 program costs, which consisted primarily of an increase of $29.1 million in clinical trial costs primarily driven by start-up costs for our Phase 3 trials in drug-resistant FOS, costs for our open-label long term safety trial for RAP-219 in FOS, costs for our Phase 2 proof-of-concept trial in bipolar mania, costs for IND-enabling activities for our LAI program, a $2.8 million increase in contract manufacturing costs related to the production of clinical supply, and a $0.3 million increase in consulting costs;

Current wording

a $8.7 million increase in RAP-219 program costs, which consisted primarily of a $5.8 million increase in clinical trial costs, primarily driven by our Phase 3 pivotal programs in drug-resistant FOS, costs for our Phase 2 proof-of-concept trial in bipolar mania, IND-enabling costs for our LAI program, and start-up costs for our Phase 3 trial in PGTCS, a $2.3 million increase in contract manufacturing costs related to the production of clinical supply, a $0.1 million increase in nonclinical toxicology studies related to long-term toxicology work, a $0.4 million increase in medical affairs costs, and a $0.1 million increase in IT costs related to clinical software;

Previous wording

a $4.0 million increase in personnel-related costs due to an increase in headcount, which consisted primarily of salaries, bonuses, and other compensation-related costs of $2.7 million and stock-based compensation of $1.3 million;

Current wording

a $3.2 million increase in personnel-related costs due to an increase in headcount, which consisted primarily of salaries, bonuses, and other compensation-related costs of $1.9 million and stock-based compensation of $1.3 million; and

Previous wording

a $0.6 million increase in other costs, consisting of research and development facility costs and information technology costs related to increased headcount and continued expansion of our Boston and San Diego sites.

Current wording

a $0.1 million increase in other costs, consisting of research and development facility costs and information technology costs related to increased headcount and continued expansion of our Boston and San Diego sites.

Previous wording

a $2.0 million increase in workforce expense due to an increase in headcount, consisting primarily of salaries, bonuses, and other compensation-related costs of $0.5 million and stock-based compensation of $1.5 million; and

Current wording

a $2.0 million increase in workforce expense due to an increase in headcount, consisting primarily of salaries, bonuses, and other compensation-related costs of $0.4 million and stock-based compensation of $1.6 million; and

Previous wording

a $0.5 million increase in professional and consulting costs primarily associated with increases of $0.3 million in consulting costs and $0.2 million in legal costs.

Current wording

a $0.1 million increase in professional and consulting costs primarily associated with an increase in legal costs.

Previous wording

Other income was $4.2 million for the three months ended June 30, 2026, as compared to $2.8 million for the three months ended June 30, 2025. The $1.4 million increase was driven by increased interest income due to the increased cash, cash equivalent and short-term investments balances for most of the three months ended June 30, 2026 due to proceeds from the September 2025 Offering.

Current wording

Other income was $3.9 million for the three months ended September 30, 2026, as compared to $3.1 million for the three months ended September 30, 2025. The $0.8 million increase was driven by increased interest income due to the increased cash, cash equivalent and short-term investment balances for the three months ended September 30, 2026 due to proceeds from the September 2025 Offering.

Previous wording

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025:

Previous wording

Collaboration revenue was $20.0 million for the six months ended June 30, 2026 as a result of revenue recognized related to the non-refundable upfront fee received pursuant to the Tenacia License Agreement. Through June 30, 2026, no milestones have been achieved and no royalties have been earned.

Current wording

Collaboration revenue was $20.0 million for the nine months ended September 30, 2026 as a result of revenue recognized related to the non-refundable upfront fee received pursuant to the Tenacia License Agreement. Through September 30, 2026, no milestones have been achieved and no royalties have been earned.

Previous wording

a $24.4 million increase in RAP-219 program costs, which consisted primarily of an increase of $22.3 million in clinical trial costs primarily driven by start-up costs for our Phase 3 trials in drug-resistant FOS, costs for our open-label long term safety trial for RAP-219 in FOS, costs for our Phase 2 proof-of-concept trial in bipolar mania, IND-enabling costs for our LAI program, a $1.7 million increase in contract manufacturing costs related to the production of clinical supply, a $0.3 million increase in RAP-219 consulting costs, and a $0.2 million increase in preclinical toxicology studies related to long-term toxicology work;

Current wording

a $41.0 million increase in RAP-219 program costs, which consisted primarily of a $34.9 million increase in clinical trial costs, primarily driven by start-up costs for our Phase 3 trials in drug-resistant FOS, costs for our open-label long term safety trial for RAP-219 in FOS, costs for our Phase 2 proof-of-concept trial in bipolar mania, costs for IND-enabling activities for our LAI program, start-up costs for our Phase 3 trial in PGTCS, a $5.1 million increase in contract manufacturing costs related to the production of clinical supply, a $0.4 million increase in consulting costs, a $0.4 million increase in medical affairs costs, and a $0.1 million increase in nonclinical toxicology studies related to long-term toxicology work;

Previous wording

a $7.8 million increase in personnel-related costs due to an increase in headcount, which consisted primarily of salaries, bonuses, and other compensation-related costs of $5.1 million, and stock-based compensation of $2.8 million;

Current wording

an $11.0 million increase in personnel-related costs due to an increase in headcount, which consisted primarily of salaries, bonuses, and other compensation-related costs of $7.0 million, and stock-based compensation of $4.0 million;

Previous wording

a $1.2 million increase in preclinical program costs, which consisted primarily of a $1.5 million increase in toxicology and animal studies related to our discovery programs, offset by a $0.2 million decrease in external chemistry efforts; and

Current wording

a $1.2 million increase in preclinical program costs, which consisted primarily of a $1.4 million increase in toxicology and animal studies related to our discovery programs, and a $0.1 million increase in external chemistry efforts. These increases were offset by a $0.4 million decrease in lab supplies costs;

Previous wording

a $0.2 million increase in other costs, consisting of research and development facility costs and information technology costs related to increased headcount and continued expansion of our Boston and San Diego sites; and

Current wording

a $0.7 million increase in other costs, consisting of research and development facility costs and information technology costs related to increased headcount and continued expansion of our Boston and San Diego sites.

Previous wording

a $4.1 million increase in workforce expense due to an increase in headcount, consisting primarily of salaries, bonuses, and other compensation-related costs of $1.2 million and stock-based compensation of $3.0 million; and

Current wording

a $6.1 million increase in workforce expense due to an increase in headcount, consisting primarily of salaries, bonuses, and other compensation-related costs of $1.5 million and stock-based compensation of $4.6 million; and

Previous wording

a $2.6 million increase in professional and consulting costs primarily associated with increases of $2.4 million in consulting costs and $0.5 million in legal costs primarily due to the execution of the Tenacia License Agreement, offset by a $0.4 million decrease in accounting consulting costs.

Current wording

a $2.7 million increase in professional and consulting costs primarily associated with increases of $2.8 million in consulting costs and $0.7 million in legal costs primarily due to the execution of the Tenacia License Agreement, offset by a $0.8 million decrease in accounting consulting costs.

Previous wording

Other income was $8.5 million for the six months ended June 30, 2026, as compared to $5.8 million for the six months ended June 30, 2025. The $2.7 million increase in interest income was due to the increased cash, cash equivalent and short-term investments balances for most of the six months ended June 30, 2026 due to proceeds from the September 2025 Offering.

Current wording

Other income was $12.4 million for the nine months ended September 30, 2026, as compared to $8.9 million for the nine months ended September 30, 2025. The $3.5 million increase in interest income was due to the increased cash, cash equivalent and short-term investment balances for the nine months ended September 30, 2026 due to proceeds from the September 2025 Offering.

Previous wording

For each of the six months ended June 30, 2026 and 2025, we recorded an income tax provision of zero.

Current wording

For each of the nine months ended September 30, 2026 and 2025, we recorded an income tax provision of zero.

Previous wording

Since our inception in February 2022, our revenue has been generated from payments received pursuant to collaboration agreements and we have incurred significant operating losses and negative cash flows from operations. We expect to incur significant expenses and operating losses for the foreseeable future as we advance the clinical development of our product candidates and pipeline. Further, we expect to continue to incur additional costs associated with operating as a public company. Historically, we have funded our operations with proceeds from the sale of convertible notes, convertible preferred stock, and the issuance of common stock in our IPO, concurrent private placement, September 2025 Offering, and collaboration agreements. As of June 30, 2026, we had cash, cash equivalents and short-term investments of $436.1 million, excluding our restricted cash.

Current wording

Since our inception in February 2022, our revenue has been generated from payments received pursuant to collaboration agreements and we have incurred significant operating losses and negative cash flows from operations. We expect to incur significant expenses and operating losses for the foreseeable future as we advance the clinical development of our product candidates and pipeline. Further, we expect to continue to incur additional costs associated with operating as a public company. We have funded our operations with proceeds from the sale of convertible notes, convertible preferred stock, the issuance of common stock in our IPO, concurrent private placement, September 2025 Offering, and October 2026 Offerings, and collaboration agreements. As of September 30, 2026, we had cash, cash equivalents and short-term investments of $395.0 million, excluding our restricted cash.

Previous wording

During the six months ended June 30, 2026, operating activities used $54.5 million of cash, resulting primarily from our net loss of $76.5 million, partially offset by $14.2 million of non-cash stock-based compensation expense, changes in operating assets and liabilities of $6.0 million, $0.4 million of non-cash depreciation expense, and $1.2 million of non-cash lease expense. The $6.0 million change in operating assets and liabilities is primarily driven by a $1.4 million decrease in operating lease liabilities, a decrease in other assets of $0.3 million due to the movement of an upfront long-term prepaid clinical trial payment from long-term to short term, and a decrease in accounts payable of $1.4 million due to timing of payments to vendors, partially offset by increases in accrued expenses of $11.1 million due to increased clinical trial costs, an increase in prepaid expenses and other current assets of $2.3 million, primarily due to recognition of advanced payments on contracts related to our clinical trials, and an increase to accounts receivable of $0.3 million for reimbursable costs related to the Tenacia License Agreement.

Current wording

During the nine months ended September 30, 2026, operating activities used $96.1 million of cash, resulting primarily from our net loss of $116.7 million and changes in operating assets and liabilities of $3.4 million, partially offset by $21.8 million of non-cash stock-based compensation expense, $1.8 million of non-cash lease expense, $0.6 million of non-cash depreciation expense, and non-cash accretion of investments in marketable securities of $0.4 million. The $3.4 million change in operating assets and liabilities is primarily driven by a $2.1 million decrease in operating lease liabilities, a decrease in accounts payable of $2.5 million due to timing of payments to vendors, an increase in prepaid expenses and other current assets of $3.2 million primarily due to recognition of advanced payments on contracts related to our clinical trials and an increase to accounts receivable of $0.2 million for reimbursable costs related to the Tenacia License Agreement, partially offset by increases in accrued expenses of $4.2 million due to increased clinical trial costs and a decrease in other assets of $0.3 million due to the movement of an upfront long-term prepaid clinical trial payment from long-term to short term.

Previous wording

During the six months ended June 30, 2025, operating activities used $45.3 million of cash, resulting primarily from our net loss of $50.8 million, non-cash accretion of investments in marketable securities of $0.5 million, and changes in operating assets and liabilities of $3.8 million, partially offset by $8.4 million of non-cash stock-based compensation expense, $0.5 million of non-cash depreciation expense, and $0.9 million of non-cash lease expense. The $3.8 million change in operating assets and liabilities is primarily driven by an increase in prepaid expenses and other current assets of $5.1 million, primarily due to advanced payments on new contracts related to our clinical trials, a $0.1 million decrease in operating lease liabilities, partially offset by increases in accounts payable of $1.2 million and accrued expenses of $0.8 million due to timing of payments to vendors, and an increase in other assets of $0.5 million primarily due to the payment of the security deposit for our new corporate headquarters lease.

Current wording

During the nine months ended September 30, 2025, operating activities used $62.8 million of cash, resulting primarily from our net loss of $77.7 million, non-cash accretion of investments in marketable securities of $0.3 million, and changes in operating assets and liabilities of $0.1 million, partially offset by $13.2 million of non-cash stock-based compensation expense, $0.8 million of non-cash depreciation expense, and $1.5 million of non-cash lease expense. The $0.1 million change in operating assets and liabilities is primarily driven by an increase in prepaid expenses and other current assets of $2.6 million, primarily due to advanced payments on new contracts related to our clinical trials, a $0.1 million decrease in operating lease liabilities, and an increase in other assets of $0.9 million due to the payment of the security deposit for our new corporate headquarters lease and an up-front long-term clinical trial payment, partially offset by increases in accounts payable of $1.0 million and accrued expenses of $2.5 million due to increased expenditures and timing of payments to vendors.

Previous wording

During the six months ended June 30, 2026, net cash provided by investing activities was $63.5 million, primarily consisting of maturities of short-term investments of $123.5 million and sales of short-term investments of $10.1 million, partially offset by purchases of short-term investments of $70.0 million.

Current wording

During the nine months ended September 30, 2026, net cash provided by investing activities was $114.6 million, primarily consisting of maturities of short-term investments of $188.7 million, sales of short-term investments of $10.1 million, and proceeds from sales of equipment of $0.4 million, partially offset by purchases of short-term investments of $84.4 million and purchases of property and equipment of $0.2 million.

Previous wording

During the six months ended June 30, 2025, net cash provided by investing activities was $43.6 million, primarily consisting of maturities of short-term investments of $100.0 million, partially offset by purchases of short-term investments of $56.1 million and purchases of property and equipment of $0.3 million.

Current wording

During the nine months ended September 30, 2025, net cash used in investing activities was $13.1 million, primarily consisting of maturities of short-term investments of $145.0 million, partially offset by purchases of short-term investments of $157.7 million and purchases of property and equipment of $0.4 million.

Previous wording

During the six months ended June 30, 2026, net cash provided by financing activities was $1.9 million, primarily consisting of proceeds from exercise of stock options of $2.4 million, offset by payment of deferred offering costs of $0.5 million in connection with the preparation and filing of the 2026 Registration Statement.

Current wording

During the nine months ended September 30, 2026, net cash provided by financing activities was $3.7 million, primarily consisting of proceeds from exercise of stock options of $4.1 million, offset by payment of deferred offering costs of $0.5 million in connection with the preparation and filing of the 2026 Registration Statement.

Previous wording

As of June 30, 2026, we had cash, cash equivalents and short-term investments of $436.1 million, excluding our restricted cash. As of the issuance date of the condensed consolidated financial statements for the six months ended June 30, 2026, we expect that our cash, cash equivalents and short-term investments will be sufficient to fund our operating expenses and capital expenditure requirements through at least 12 months from the issuance of the condensed consolidated financial statements. We believe that our existing cash, cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements into the second half of 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. However, our forecast for the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. Additionally, the process of conducting preclinical studies and testing potential future product candidates in clinical trials is costly, and the timing of progress and expenses in these studies and trials is uncertain. We will need to raise substantial additional capital in the future.

Current wording

As of September 30, 2026, we had cash, cash equivalents and short-term investments of $395.0 million, excluding our restricted cash. As of the issuance date of the condensed consolidated financial statements for the nine months ended September 30, 2026, we expect that our cash, cash equivalents and short-term investments will be sufficient to fund our operating expenses and capital expenditure requirements through at least 12 months from the issuance of the condensed consolidated financial statements. We believe that our existing cash, cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements through the end of, 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. However, our forecast for the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. Additionally, the process of conducting nonclinical studies and testing potential future product candidates in clinical trials is costly, and the timing of progress and expenses in these studies and trials is uncertain. We will need to raise substantial additional capital in the future.

Previous wording

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our preclinical studies and the current and future clinical trials of our product candidates. Our funding requirements and timing and amount of our operating expenditures will depend on many factors, including:

Current wording

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our nonclinical studies and the current and future clinical trials of our product candidates. Our funding requirements and timing and amount of our operating expenditures will depend on many factors, including:

Previous wording

the type, number, scope, progress, expansions, results, costs, and timing of, discovery efforts, preclinical studies and clinical trials of RAP-219 and potential future product candidates;

Current wording

the type, number, scope, progress, expansions, results, costs, and timing of, discovery efforts, nonclinical studies and clinical trials of RAP-219 and potential future product candidates;

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Current report — wording carried from elsewhere

The second advanced discovery-stage nAChR program comprises modulators of the α9α10 nAChR. Third-party nonclinical genetic data suggest that this nAChR could be an attractive target in treating hearing and vestibular disorders. We continue to leverage our RAP technology platform to discover additional product candidates that we believe have the potential to provide transformative benefits for large patient populations with neurological or psychiatric diseases.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

a $0.1 million increase in preclinical program costs, which consisted primarily of a $0.3 million increase in toxicology and animal studies related to our discovery programs, offset by a $0.2 million decrease in laboratory supplies.