Erasca, Inc. 10-Q

Item 5 . Other Information. On July 19, 2023, the board of directors (the Board) established the position of Lead Independent Director and amended our Corporate Governance Guidelines to set forth the duties and responsibilities of the position. The Lead Independent Director’s primary duties and responsibilities include presiding over all meetings of the Board at which the Chairman of the Board is not present, including any executive sessions of the independent directors; calling separate meetings of the independent directors, if needed; providing feedback on Board meeting schedules and agendas; acting as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board; providing the Chairman of the Board with feedback and counsel regarding the Chairman’s interactions with the Board; providing the Chairman of the Board and management with feedback on the quality, quantity, and timeliness of information provided to the Board; responding to stockholder questions that are directed to the Lead Independent Director or the independent directors as a group; and such other functions and responsibilities as requested by the Board from time to time. James A. Bristol, Ph.D. was selected unanimously by the independent directors of the Board to serve as the Company’s first Lead Independent Director, with an initial term that will expire at our 2025 Annual Meeting and Dr. Bristol may be considered for re-appointment thereafter. Dr. Bristol will continue to serve as a member of the Board’s compensation committee and nominating and governance committee. This disclosure is not required pursuant to Item 5(a) of Form 10-Q. On August 7, 2023, Bihua Chen notified us of her decision to resign from the Board, effective immediately. Ms. Chen informed the Board that her resignation from the Board, which she joined in March 2021, was triggered by the compliance policies of the investment fund that Ms. Chen founded, and serves as the portfolio manager, Cormorant Asset Management, and was not due to a disagreement on any matter related to our operations, policies or practices. We greatly appreciate the contributions Ms. Chen made during her tenure on the Board. On August 7, 2023, we sent a notice of termination to The Regents of the University of California (the Regents) with respect to our exclusive license agreement with the Regents dated December 21, 2018 (the UCSF License Agreement). The termination will be effective as of October 6, 2023. The UCSF License Agreement provided for an exclusive worldwide license, under specified patent rights controlled by the Regents relating to specific covalent inhibitors of GTP- and GDP-bound RAS proteins that target a novel region on RAS called the “switch II groove” (S-IIG). As previously disclosed in June 2023, we have deprioritized targeting S-IIG as part of our ERAS-2/3 research program. As a result of the termination, the exclusive license granted to us under the UCSF License Agreement shall terminate as of October 6, 2023. 35 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 10.1 Amended and Restated Employment Letter Agreement, dated April 10, 2023, between Shannon R. Morris, M.D., Ph.D. and Erasca, Inc. X 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 * 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. 36 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: August 10, 2023 By: /s/ Jonathan E. Lim M.D. Jonathan E. Lim, M.D. Chairman, Chief Executive Officer and Co-Founder (Principal Executive Officer) Date: August 10, 2023 By: /s/ David M. Chacko, M.D. David M. Chacko, M.D. Chief Financial Officer (Principal Financial and Accounting Officer) 37