Rapport Therapeutics Inc 2024年度报告

(Mark One) ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FORTHE TRANSITION PERIOD FROM___________________TO___________________Commission File Number001-42121 Rapport Therapeutics, Inc. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of commonstock on the Nasdaq Global Market on June 28, 2024was $474,516,072.The number of shares of registrant’s common stock outstanding as of March 1, 2025 was36,496,437. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days of the end ofthe registrant’s fiscal year ended December 31, 2024 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities102Item 6.[Reserved]102Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations103Item 7A.Quantitative and Qualitative Disclosures About Market Risk117Item 8.Financial Statements and Supplementary Data118Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure150Item 9A.Controls and Procedures150Item 9B.Other Information150Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections151 PART III Item 10.Directors, Executive Officers and Corporate Governance151Item 11.Executive Compensation151Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters151Item 13.Certain Relationships and Related Transactions, and Director Independence151Item 14.Principal Accounting Fees and Services151 PART IV Item 15.Exhibits and Financial Statement Schedules152Item 16.Form 10-K Summary153 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended(the “Exchange Act”). All statements other than statements of historical facts, including statements regarding our future results ofoperatio