Roivant Sciences to Acquire Rapport Therapeutics for $180M

TL;DR

Roivant buying Rapport for $180M cash, $10/share. Deal expected H1 2025.

AI Summary

Rapport Therapeutics, Inc. announced on January 9, 2025, that it has entered into a definitive agreement to be acquired by an affiliate of Roivant Sciences. The transaction is valued at approximately $180 million, with Rapport shareholders to receive $10.00 per share in cash. The acquisition is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by Roivant Sciences could lead to the advancement of Rapport's drug pipeline, potentially impacting the availability of new treatments for patients.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and there's a risk that these conditions may not be met, or regulatory approvals could be delayed.

Key Numbers

• $180.0M — Acquisition Value (Total cash consideration for Rapport Therapeutics)
• $10.00 — Price Per Share (Cash amount to be received by Rapport shareholders)

Key Players & Entities

• Rapport Therapeutics, Inc. (company) — Company filing the report and being acquired
• Roivant Sciences (company) — Acquiring company
• $180 million (dollar_amount) — Total value of the acquisition
• $10.00 per share (dollar_amount) — Cash price per share for Rapport shareholders
• January 9, 2025 (date) — Date of the definitive agreement
• first half of 2025 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share RAPP The Nasdaq

Filing Documents

• d925938d8k.htm (8-K) — 31KB
• d925938dex991.htm (EX-99.1) — 23KB
• g925938g98k99.jpg (GRAPHIC) — 6KB
• 0001193125-25-004045.txt ( ) — 195KB
• rapp-20250109.xsd (EX-101.SCH) — 3KB
• rapp-20250109_lab.xml (EX-101.LAB) — 18KB
• rapp-20250109_pre.xml (EX-101.PRE) — 11KB
• d925938d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): January 9, 2025 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.) 1325 Boylston Street Suite 401 Boston , Massachusetts 02215 (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. Item7.01 Regulation FD Disclosure. On January 9, 2025, Rapport Therapeutics, Inc. (the "Company") announced new data from its positron emission tomography ("PET") trial and second multiple ascending dose ("MAD-2") trial for RAP-219. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Item8.01 Other Events. On January 9, 2025, the Company announced the following results from its recent PET and MAD-2 trials for RAP-219, based on preliminary analysis of the data: The PET trial (RAP-219-103) was an open label trial in healthy volunteers designed to confirm neuroanatomical expression of TARP g 8 and establish the relationship between pharmacokinetics ("PK") and brain target receptor occupancy ("RO") with RAP-219. The trial included three cohorts: Cohort 1 was given the same dosing regimen currently being used in the Phase 2a trial in focal epilepsy (0.75 mg daily for 5 days, followed by 1.25 mg daily for 9 days), and lower doses were used in the other two cohorts to better characterize the plasma concentration versus RO relationship. Cohort 2 was given 0.25 mg daily for 14 days and Cohort 3 was given 0.25 mg daily for 7 days, followed by 0.5 mg daily for 7 days. PET trial results are summarized below: The PET data demonstrated that Cohort 1 (the dosing regimen utilized in the ongoing Phase 2a trial in focal epilepsy) exceeded the target RO range associated with maximal efficacy in prior preclinical models (50%-70%) within five days of dosing, while maintaining a differentiated tolerability profile generally consistent with prior Phase 1 trial findings. The trial confirmed that the expression of TARP g 8-containing AMPA receptors is enriched in the hippocampus and cerebral cortex and is minimal in the cerebellum and brain stem. Collectively, data from the PET and MAD-2 trials demonstrated that plasma concentrations and associated target RO could be achieved within 5 days. The MAD-2 (RAP-219-104) trial was a double-blind, placebo-controlled trial in healthy volunteers and was the second MAD trial of RAP-219. The trial was designed to further evaluate safety and tolerability with continued dose escalation, as well as to shorten time to reach predicted therapeutic levels of RAP-219. The trial included three cohorts: Cohort 1 (0.75 mg for 3 days, 1.25 mg for 3 days, 1.75 mg for 2 days), Cohort 2 (0.75 mg for 2 days, 1.25 mg for 2 days, 1.75 mg for 4 d

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