Sofinnova Discloses 15.4% Stake in Rapport Therapeutics

TL;DR

**Sofinnova now owns 15.4% of Rapport Therapeutics ($RAPP) - big VC stake!**

AI Summary

On June 14, 2024, Sofinnova Venture Partners XI, L.P. and its affiliates, including Dr. James I. Healy and Dr. Maha Katabi, reported a beneficial ownership of 11,200,000 shares of Rapport Therapeutics, Inc. common stock. This represents approximately 15.4% of the outstanding shares, acquired through various transactions and deemed beneficial ownership. The filing indicates a change in reporting for these entities.

Why It Matters

This filing signals a significant stake by a major venture capital firm in Rapport Therapeutics, potentially influencing future strategic decisions or indicating confidence in the company's prospects.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake by a venture capital firm, which could lead to changes in company strategy or potential future transactions.

Key Numbers

• 11,200,000 — Shares Owned (Represents a significant stake in Rapport Therapeutics.)
• 15.4% — Ownership Percentage (Indicates the proportion of Rapport Therapeutics controlled by the reporting group.)

Key Players & Entities

• Sofinnova Venture Partners XI, L.P. (company) — Reporting person
• Dr. James I. Healy (person) — Group member of reporting person
• Dr. Maha Katabi (person) — Group member of reporting person
• Rapport Therapeutics, Inc. (company) — Subject company
• 11,200,000 (dollar_amount) — Number of shares beneficially owned
• 15.4% (dollar_amount) — Percentage of outstanding shares beneficially owned

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $1.67727 — from the Issuer at a purchase price of $1.67727 per share, or $19,999,999 in the aggreg
• $19,999,999 — urchase price of $1.67727 per share, or $19,999,999 in the aggregate. In connection with th
• $8,000,013.00 — t (the “Private Placement”) $8,000,013.00 of the Common Stock contemporaneously w
• $17.00 — from the Issuer at a purchase price of $17.00 per share, or $8,000,013 in the aggrega
• $8,000,013 — purchase price of $17.00 per share, or $8,000,013 in the aggregate pursuant to the Purcha
• $316,897 — purchase price of $17.00 per share, or $316,897 in the aggregate. Such purchase occurre
• $303,637 — purchase price of $17.00 per share, or $303,637 in the aggregate. Such purchase occurre
• $446,726 — purchase price of $17.00 per share, or $446,726 in the aggregate. Such purchase occurre
• $432,735 — purchase price of $17.00 per share, or $432,735 in the aggregate. Such purchase occurre

Filing Documents

• tm2417280d1_sc13d.htm (SC 13D) — 138KB
• 0001104659-24-071732.txt ( ) — 140KB

(d) or 2(e)

ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,863,327 shares, except that Sofinnova Management XI, L.P. (“SM XI LP”), the general partner of SVP XI may be deemed to have sole voting power, Sofinnova Management XI, L.L.C. (“SM XI LLC”), the general partner of SM XI LP, may be deemed to have sole voting power, and Dr. James I. Healy (“Healy”) and Dr. Maha Katabi (“Katabi”), the managing members of SM XI LLC, may be deemed to have shared power to vote these shares. 8 SHARED VOTING POWER See response to row 7. 9 SOLE DISPOSITIVE POWER 1,863,327 shares, except that SM XI LP, the general partner of SVP XI, may be deemed to have sole dispositive power, SM XI LLC, the general partner of SM XI LP, may be deemed to have sole dispositive power and Healy and Katabi, the managing members of SM XI LLC, may be deemed to have shared dispositive power over these shares. 10 SHARED DISPOSITIVE POWER See response to row 9. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,863,327 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.3% 14 TYPE OF REPORTING PERSON PN CUSIP NO. 75383L102 13D Page 3 of 13 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Management XI, L.P. (“SM XI LP”) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

(d) or 2(e)

ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,863,327 shares, all of which are owned directly by SVP XI. SM XI LP, the general partner of SVP XI, may be deemed to have sole voting power, SM XI LLC, the general partner of SM XI LP, may be deemed to have sole voting power, and Healy and Katabi, the managing members of SM XI LLC, may be deemed to have shared power to vote these shares. 8 SHARED VOTING POWER See response to row 7. 9 SOLE DISPOSITIVE POWER 1,863,327 shares, all of which are owned directly by SVP XI. SM XI LP, the general partner of SVP XI, may be deemed to have sole dispositive power, SM XI LLC, the general partner of SM XI LP, may be deemed to have sole dispositive power, and Healy and Katabi, the managing members of SM XI LLC, may be deemed to have shared dispositive power over these shares. 10 SHARED DISPOSITIVE POWER See response to row 9. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,863,327 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.3% 14 TYPE OF REPORTING PERSON PN CUSIP NO. 75383L102 13D Page 4 of 13 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sofinnova Management XI, L.L.C. (“SM XI LLC”) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

(d) or 2(e)

ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 1,863,327 shares, all of which are owned directly by SVP XI. SM XI LP, the general partner of SVP XI, may be deemed to have sole voting power, SM XI LLC, the general partner of SM XI LP, may be deemed to have sole voting power, and Healy and Katabi, the managing members of SM XI LLC, may be deemed to have shared power to vote these shares. 8 SHARED VOTING POWER See response to row 7. 9 SOLE DISPOSITIVE POWER 1,863,327 shares, all of which are owned directly by SVP XI. SM XI LP, the general partner of SVP XI, may be deemed to have sole dispositive power, SM XI LLC, the general partner of SM XI LP, may be deemed to have sole dispositive power, and Healy and Katabi, the managing members of SM XI LLC, may be deemed to have shared dispositive power over these shares. 10 SHARED DISPOSITIVE POWER See response to row 9. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,863,327 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.3% 14 TYPE OF REPORTING PERSON OO CUSIP NO. 75383L102 13D Page 5 of 13 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Dr. James I. Healy (“Healy”) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

(d) or 2(e)

ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 1,951,562 shares, 1,863,327 of which are owned directly by SVP XI, 18,641 of which are owned directly by Sofinnova Synergy Master Fund LP (“Synergy Fund”), 17,861 of which are owned directly by Crestline Summit Master, SPC – Crestline Summit Apex SP (“Apex SP”), 26,278 of which are owned directly by Crestline Summit Master, SPC – PEAK SP (“Peak SP”) and 25,455 of which are owned directly by Crestline Summit Pinnacle Master, L.P. ( “Pinnacle LP”). SM XI LP, the general partner of SVP XI, and SM XI LLC, the general partner of SM XI LP, may be deemed to have sole voting power over the shares owned by SVP XI, and Healy, a managing member of SM XI LLC, and a director of the Issuer, may be deemed to have shared power to vote these shares. Sofinnova Synergy Fund GP, LLC (“Synergy GP”), the general partner of each of Synergy Fund, Apex SP, Peak SP and Pinnacle LP, may be deemed to have sole voting power over the shares owned by Synergy Fund, Apex SP, Peak SP and Pinnacle LP, and Healy, a managing member of Synergy GP, may be deemed to have shared power to vote these shares. 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,951,562 shares, 1,863,327 of which are owned directly by SVP XI, 18,641 of which are owned directly by Synergy Fund, 17,861 of which are owned directly by Apex SP, 26,278 of which are owned directly by Peak SP and 25,455 of which are owned directly Pinnacle LP. SM XI LP, the general partner of SVP XI, and SM XI LLC, the general partner of SM XI LP, may be deemed to have sole dispositive power over the shares owned by SVP XI, and Healy, a managing member of SM XI LLC, and a director of the Issuer, may be deemed to have shared dispositive power over these shares. Synergy GP, the

(d) or 2(e)

ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canadian Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 1,863,327 shares, all of which are owned directly by SVP XI. SM XI LP, the general partner of SVP XI, may be deemed to have sole voting power, SM XI LLC, the general partner of SM XI LP, may be deemed to have sole voting power, and Katabi, a managing member of SM XI LLC, may be deemed to have shared power to vote these shares. 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,863,327 shares, all of which are owned directly by SVP XI. SM XI LP, the general partner of SVP XI, may be deemed to have sole dispositive power, SM XI LLC, the general partner of SM XI LP, may be deemed to have sole dispositive power, and Katabi, a managing member of SM XI LLC, may be deemed to have shared dispositive power over these shares. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,863,327 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.3% 14 TYPE OF REPORTING PERSON IN CUSIP NO. 75383L102 13D Page 7 of 13 This Statement on Schedule 13D (“Schedule 13D”) relates to the beneficial ownership of Common Stock, $0.001 par value per share (“Common Stock”) of Rapport Therapeutics, Inc., a Delaware corporation (“Issuer”) and is being filed to reflect the acquisition of Common Stock by Sofinnova Venture Partners XI, L.P., a Delaware limited partnership (“SVP XI”), Sofinnova Management XI, L.P., a Delaware limited partnership (“SM XI LP”), Sofinnova Management XI, L.L.C., a Delaware limited liability company (“SM XI LLC”), Dr. James I. Healy (“Healy”), and Dr. Maha Katabi (“Katabi” and collectively with SVP XI, SM XI LP, SM XI LLC, and Healy, the &ld

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. (a) The class of equity securities to which this statement relates is the Common Stock of the Issuer. (b) The Issuer’s principal executive offices are located at 1325 Boylston Street, Suite 401, Boston, Massachusetts 02215.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. (a) The persons and entities filing this Schedule 13D are SVP XI, SM XI LP, SM XI LLC, Healy, and Katabi. SM XI LP, the general partner of SVP XI, and SM XI LLC, the general partner of SM XI LP, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP XI. (b) The address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Investments, Inc., 3000 Sand Hill Road, Bldg 4, Suite 250, Menlo Park, California 94025. (c) The principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP XI is to make investments in private and public companies, the principal business of SM XI LP is to serve as the general partner of SVP XI, and the principal business of SM XI LLC is to serve as the general partner of SM XI LP. Healy and Katabi are the managing members of SM XI LLC. Healy is a member of the board of directors of the Issuer. (d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) SVP XI is a Delaware limited partnership. SM XI LP is a Delaware limited partnership. SM XI LLC is a Delaware limited liability company. Healy is a U.S. citizen. Katabi is a Canadian citizen.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In August 2023 and March 2024, SVP XI purchased an aggregate 11,924,138 shares of Series B preferred stock (the “Series B Shares”) from the Issuer at a purchase price of $1.67727 per share, or $19,999,999 in the aggregate. In connection with the closing of the Issuer’s initial public offering of Common Stock (the “Offering”) on June 10, 2024, the Issuer’s Series B Shares automatically converted into shares of Common Stock on a one-for-8.5648 basis without payment or additional consideration. On June 6, 2024, SVP XI entered into a share purchase agreement (the “Purchase Agreement”) with the Issuer, pursuant to which the Issuer agreed to issue and sell to SVP XI in a private placement (the “Private Placement”) $8,000,013.00 of the Common Stock contemporaneously with the Offering. Concurrent with the Offering, SVP XI acquired 470,589 shares of Common Stock from the Issuer at a purchase price of $17.00 per share, or $8,000,013 in the aggregate pursuant to the Purchase Agreement. In connection with the Offering, Sofinnova Synergy Master Fund LP (“Synergy Fund”) purchased 18,641 shares of Common Stock from the Issuer at a purchase price of $17.00 per share, or $316,897 in the aggregate. Such purchase occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on June 7, 2024 with the Securities and Exchange Commission (the “Prospectus”). Sofinnova Synergy GP, LLC (“Synergy GP”) is the general partner of Synergy Fund, and Healy is a managing member of Synergy GP. CUSIP NO. 75383L102 13D Page 8 of 13 In connection with the Offering, Crestline Summit Master, SPC – Crestline Summit Apex SP (“Apex SP”) purchased 17,861 shares of Common Stock from the Issuer at a purchase price of $17.00 per share, or $303,637 in the aggregate. Such purchase o

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments . Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a,b)Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 35,376,457 shares of Common Stock outstanding immediately after the Offering and Private Placement, as reported in the Prospectus. (c) Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past 60 days. (d) Under certain circumstances set forth in the limited partnership agreement of SVP XI, the general partner and limited partners of SVP XI may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. (e) Not applicable. CUSIP NO. 75383L102 13D Page 9 of 13

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. SVP XI and Healy have agreed that, without the prior written consent of Goldman Sachs & Co. LLC and Jefferies LLC , on behalf of the Issuer’s underwriters, they will not, subject to limited exceptions, during the period ending 180 days after the date set forth on the Prospectus offer, sell, contract to sell, pledge, grant any option to purchase, loan, hedge, make any short sale or otherwise transfer or dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly (including holding as a custodian) or with respect to which they have beneficial ownership within the rules and regulations of the Securities and Exchange Commission. Such Lock-Up Agreement is more fully described in the Prospectus and was filed as Annex II to Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-279486), and such description is incorporated herein by reference. SVP XI is a party to an Amended and Restated Investor Rights Agreement among the Issuer, SVP XI and other shareholders. Subject to the terms of such Investors’ Rights Agreement, SVP XI can demand that the Issuer file a registration statement or request that its Common Stock be covered by a registration statement that the Issuer is otherwise filing under certain specified circumstances . Such Investors’ Rights Agreement dated as of August 7, 2023 is more fully described in the Prospectus and was filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-279486 ), and such description is incorporated herein by reference. Healy, in his capacity as a director of the Issuer, along with the other directors of the Issuer, entered into an Indem

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT A Agreement of Joint Filing EXHIBIT B Power of Attorney EXHIBIT C Form of Lock-Up Agreement described in Item 6, filed as Annex II to Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-279486 ) is incorporated herein by reference. EXHIBIT D Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-279486 ) is incorporated herein by reference. EXHIBIT E Form of Indemnification Agreement described in Item 6, filed as Exhibit 10.4 to the Issuer’s Amendment No. 1 to Form S-1 Registration Statement (File No. 333-279486 ) is incorporated herein by reference . EXHIBIT F Form of Purchase Agreement described in Item 6, filed as Exhibit 10.1 to the Issuer’s Form 8-K ( File No. 001-42121) is incorporated herein by reference. CUSIP NO. 75383L102 13D Page 10 of 13

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 13, 2024 SOFINNOVA VENTURE PARTNERS XI, L.P., a Delaware Limited Partnership By: SOFINNOVA MANAGEMENT XI, L.P., a Delaware Limited Partnership Its: General Partner By: SOFINNOVA MANAGEMENT XI, L.L.C., a Delaware Limited Liability Company Its: General Partner By: /s/ Nathalie Auber Nathalie Auber Attorney-in-Fact SOFINNOVA MANAGEMENT XI, L.P., a Delaware Limited Partnership By: OFINNOVA MANAGEMENT XI, L.L.C., a Delaware Limited Liability Company Its: General Partner By: /s/ Nathalie Auber Nathalie Auber Attorney-in-Fact SOFINNOVA MANAGEMENT XI, L.L.C., a Delaware Limited Liability Company By: /s/ Nathalie Auber Nathalie Auber Attorney-in-Fact DR. JAMES I. HEALY DR. MAHA KATABI By: /s/ Nathalie Auber Nathalie Auber Attorney-in-Fact CUSIP NO. 75383L102 13D Page 11 of 13 EXHIBIT INDEX Exhibit Description A Agreement of Joint Filing B Power of Attorney C Form of Lock-Up Agreement described in Item 6, filed as Annex II to Exhibit 1.1 to the Issuer’s Form S-1 Registration Statement (File No. 333-279486 ) is incorporated herein by reference. D Investors’ Rights Agreement described in Item 6, filed as Exhibit 4.2 to the Issuer’s Form S-1 Registration Statement (File No. 333-279486 ) is incorporated herein by reference. E Form of Indemnification Agreement described in Item 6, filed as Exhibit 10.4 to the Issuer’s Amendment No. 1 to Form S-1 Registration Statement (File No. 333-279486 ) is incorporated herein by reference . F Form of Purchase Agreement described in Item 6, filed as Exhibit 10.1 to the Issuer’s Form 8-K ( File No. 001-42121) is incorporated herein by reference. CUSIP NO. 75383L102 13D Page 12 of 13 exhibit A Agreement of Joint Filing The undersigned hereby

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