Rapport Therapeutics Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM ___________________ TO ___________________Commission File Number 001-42121 Rapport Therapeutics, Inc. (Exact name of registrant as specified in its charter) Table of Contents PART I Item 1.Business5Item 1A.Risk Factors43Item 1B.Unresolved Staff Comments97Item 1C.Cybersecurity97Item 2.Properties98Item 3.Legal Proceedings98Item 4.Mine Safety Disclosures98 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities99Item 6.[Reserved]99Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations100Item 7A.Quantitative and Qualitative Disclosures About Market Risk114Item 8.Financial Statements and Supplementary Data115Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure146Item 9A.Controls and Procedures146Item 9B.Other Information147Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections147 PART III Item 10.Directors, Executive Officers and Corporate Governance147Item 11.Executive Compensation147Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters147Item 13.Certain Relationships and Related Transactions, and Director Independence147Item 14.Principal Accounting Fees and Services147 PART IV Item 15.Exhibits and Financial Statement Schedules148Item 16.Form 10-K Summary149 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements. We intend such forward-lookingstatements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Allstatements other than statements of historical facts, including statements regarding our future results of operations and financial position,business strategy, product candidates, planned preclinical studies and clinical trials, results of preclinical studies, clinical trials, researchand development costs, regulatory approvals, commercial strategy, timing and likelihood of success, as well as plans and objectives ofmanagement for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties,and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements tobe materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,”“anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of theseterms or other similar expressions. Forward-looking statements contained in this Annual Report may include, but are not limited to,statements about: •our ability to identify, develop, and commercialize current and future product candidates based on our RAP technologyplatform;•the initiation, timing, progress, and results of our research and development programs, preclinical studies and clinical trials;•the translation of endpoints in our current and planned clinical trials to future registrational trials;•our ability to replicate positive results from earlier preclinical studies or clinical trials conducted by us or third parties incurrent or future clinical trials;•our ability to demonstrate that our current and future product candidates are safe and effective for their proposed indications;•the number of patients with the diseases or disorders we elect to pursue with our product candidates, and the willingness ofthose patient populations to use and adhere to our product candidates if approved in the future;•the implementation of our business model, and strategic plans for our business, programs, future product candidates,platform, and technology;•our ability to advance any product candidates through applicable regulatory approval processes;•our ability to obtain additional cash and the sufficiency of our existing cash, cash equivalents and short-term investments tofund our future operating expenses and capital expenditure requirements;•the accuracy of our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing;•our ability to comply with our obligations under our intellectual property licenses with third parties, including JanssenPharmaceutical NV;•our ability to maintain, expand and protect our intellectual property portfolio;•develo