UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On August 11, 2023, RAPT Therapeutics, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) and Leerink Partners LLC (together with Cantor, the “Agents”) pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of its common stock, par value $0.0001 per share (the “Common Stock”). In connection with the Sales Agreement, the Company has filed a new shelf registration statement on Form S-3 (the “New Registration Statement”). The controlling provisions of the Sales Agreement will become effective at the time the Securities and Exchange Commission (the “SEC”) declares the New Registration Statement effective and will replace the Controlled Equity OfferingSM Sales Agreement, dated November 4, 2020, by and among the Company, Cantor and Stifel, Nicolaus & Company, Incorporated (the “Existing Sales Agreement”). Following the effectiveness of the New Registration Statement, the Sales Agreement will provide for the issuance and sales of shares of Common Stock having an aggregate offering price of up to $150.0 million through the Agents, which amount includes any unsold shares of Common Stock previously available for sale under the Existing Sales Agreement prior to the effectiveness of the New Registration Statement. Sales of Common Stock, if any, under the Sales Agreement will be made in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which was filed as Exhibit 1.2 to the Company’s Form S-3 (File No. 333-273910) filed with the SEC on August 11, 2023 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 1.1 | Controlled Equity OfferingSM Sales Agreement, dated August 11, 2023, between the Company and Cantor Fitzgerald & Co. and Leerink Partners LLC (incorporated by reference to Exhibit 1.2 to the Company’s Form S-3 (File No. 333-272910) filed with the SEC on August 11, 2023). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RAPT Therapeutics, Inc. | ||||||
| Dated: August 11, 2023 | By: | /s/ Rodney Young | ||||
| Rodney Young | ||||||
| Chief Financial Officer | ||||||