Rapport Therapeutics, Inc.

8-K · rapp-20260610.htm iXBRL

0002012593 2026-06-10 2026-06-10

  

  
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
 FORM 8-K
  
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): June 10, 2026

  
  
 Rapport Therapeutics, Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Delaware

 001-42121

 88-0724208

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

  

  

  

  

  

 99 High Street
 Suite 2100

  

 Boston , Massachusetts

  

 02110

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 Registrant’s Telephone Number, Including Area Code: (857) 321-8020

  

 Not Applicable

 (Former Name or Former Address, if Changed Since Last Report)
  
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

 Trading
Symbol(s)

  

Name of each exchange on which registered

 Common Stock, $0.001 par value per share

  

 RAPP

  

 The Nasdaq Global Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☒
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  

  

  

 Item 5.07 Submission of Matters to a Vote of Security Holders.
  
 On June 10, 2026, Rapport Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 14, 2026, the record date for the Annual Meeting, there were 47,807,623 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 23, 2026: (i) to elect James Healy, M.D., Ph.D., Robert J. Perez, and Raymond Sanchez, M.D. as Class II directors of the Company, each to serve until the Company’s 2029 annual meeting of stockholders, and until his respective successor shall have been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal 1”), and (ii) to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”).
  
  
 Proposal 1 - Election of Class I Director Nominees
  
 The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The results of Proposal 1 were as follows:

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 Class II Director Nominee

 For

 Withheld

 Broker
Non-Votes

 James Healy, M.D., Ph.D.

 41,762,713

 587,163

 1,983,035

 Robert J. Perez

 37,592,089

 4,757,787

 1,983,035

 Raymond Sanchez, M.D.

  

 41,754,131

  

 595,745

  

 1,983,035

  
 Proposal 2 - Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm
  
 The Company’s stockholders ratified the selection of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of Proposal 2 were as follows:

  

  

  

  

  

  

  

  

  

  

 For

 Against

 Abstain

 44,255,547

 57,445

 19,919

  
  
 No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
  
  

  

  

 SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

  

  

  

 Rapport Therapeutics, Inc.

  

  

  

  

 Date:

 June 10, 2026

 By:

 /s/ Troy Ignelzi

  

  

  

 Troy Ignelzi
Chief Financial Officer