Erasca, Inc. 10-Q

Item 5 . Other Information. On August 11, 2022, we entered into the Sale Agreement with the Agent, under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $200 million in “at the market” offerings through the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from us of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sale Agreement. We are not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sale Agreement. No assurance can be given that we will sell any shares of common stock under the Sale Agreement, or, if we do, as to the price or amount of shares of common stock that we sell or the dates when such sales will take place. In the Sale Agreement, we agreed to indemnify the Agent against certain liabilities, including under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, or to contribute to payments that the Agent may be required to make because of such liabilities. We and the Agent may each terminate the Sale Agreement at any time upon specified prior written notice. The foregoing description of the Sale Agreement is not complete and is qualified in its entirety by reference to the Sale Agreement, a copy of which was filed as Exhibit 1.2 to our Registration Statement on Form S-3 (File No. 333-266802), which was filed with the SEC on August 11, 2022. 38 Item 6. Exhibits. Exhibit Number Exhibit Description Incorporated by Reference Filed Herewith Form Date Number 3.1 Amended and Restated Certificate of Incorporation of Erasca, Inc. 8-K 7/20/2021 3.1 3.2 Amended and Restated Bylaws of Erasca, Inc. 8-K 7/20/2021 3.2 4.1 Specimen stock certificate evidencing the shares of common stock S-1 6/25/2021 4.1 4.2 Amended and Restated Stockholders Agreement, dated April 15, 2020, by and among the Registrant and certain of its stockholders S-1 6/25/2021 4.2 31.1 Certification of Chief Executive Officer of Erasca, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer of Erasca, Inc., as required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X † Portions of this exhibit have been omitted for confidentiality purposes. * This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 39 SIG NATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Erasca, Inc. Date: November 9, 2022 By: /s/ Jonathan E. Lim M.D. Jonathan E. Lim, M.D. Chairman, Chief Executive Officer and Co-Founder (Principal Executive Officer) Date: November 9, 2022 By: /s/ David M. Chacko, M.D. David M. Chacko, M.D. Chief Financial Officer (Principal Financial and Accounting Officer) 40