EXPLANATORY NOTE
RAPT Therapeutics, Inc. (the “Registrant”) is filing
this Registration Statement on Form S-8 for the purpose of registering an
additional 1,370,173 shares of common stock, par value $0.0001 per
share (the “Common Stock”), issuable pursuant to the
Registrant’s 2019 Equity Incentive Plan (the “2019
Plan”).
Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s
Registration Statements on Form S-8 filed with the Securities and
Exchange Commission (the “Commission”) on
November 1, 2019 (File
No. 333-234448),
March 30, 2020 (File No. 333-237487),
March 11, 2021 (File
No. 333-254127)
and March 10, 2022 (File
No. 333-263426)
are hereby incorporated in this Registration Statement by reference
to the extent not replaced hereby.
PART II
ITEM 3. |
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
|
The following documents filed by the Registrant with the Commission
are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K (File No. 001-38997) for the fiscal year
ended December 31, 2022, filed with the Commission on
March 14, 2023.
(b) The Registrant’s Current Reports on Form 8-K (File No. 001-38997) (other than
information furnished rather than filed) filed with the Commission
on
January 9, 2023 and
March 14, 2023.
(c) The description of the Registrant’s Common Stock which is
contained in a registration statement on
Form 8-A on
July 22, 2019 (File No. 001-38997) under the
Securities Exchange Act of 1934, as amended (the” Exchange
Act”), including any amendment or report filed for the
purpose of updating such description, including
Exhibit 4.2 to the Registrant’s Annual Report on Form
10-K (File No. 001-38997) for the fiscal year
ended December 31, 2019, filed with the SEC on March 30,
2020.
(d) All other reports and documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (other than Current Reports furnished under Item 2.02
or Item 7.01 of Form 8-K
and exhibits furnished on such form that relate to such items) on
or after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports
and documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document that also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
Registration Statement.
The exhibits to this Registration Statement are listed below.