What changed in this filing

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Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 171 added, 86 removed, 449 unchanged (36% of the section changed)

23 unchanged sentences

Preferred stock, $ 0.0001 par value;

80,000,000 shares authorized at March 31, 2025 and December 31, 2024;

no shares issued and outstanding at March 31, 2025 and December 31, 2024

80,000,000 shares authorized at June 30, 2025 and December 31, 2024;

no shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

800,000,000 shares authorized at March 31, 2025 and December 31, 2024;

283,265,716 and 283,218,344 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

800,000,000 shares authorized at June 30, 2025 and December 31, 2024;

283,650,139 and 283,218,344 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

6 unchanged sentences

(In thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

Research and development

In-process research and development

General and administrative

8 unchanged sentences

Other comprehensive income (loss):

Unrealized gain (loss) on marketable securities, net

Unrealized (loss) gain on marketable securities, net

Comprehensive loss

10 unchanged sentences

Balance at March 31, 2025

Exercise of stock options

Issuance of common stock under the Employee Stock Purchase Plan

Stock-based compensation expense

Unrealized loss on marketable securities, net

Balance at June 30, 2025

Comprehensive

7 unchanged sentences

Balance at March 31, 2024

Issuance of common stock in private placement, net of $ 1,396 in fees and expenses

Issuance of common stock in underwritten offering, net of $ 9,574 in discounts and offering costs

Exercise of stock options

Issuance of common stock under the Employee Stock Purchase Plan

Vesting of early exercised stock options

Stock-based compensation expense

Unrealized gain on marketable securities, net

Balance at June 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

2 unchanged sentences

Stock-based compensation expense

In-process research and development expenses

Accretion on marketable securities, net

Impairment charge on operating lease assets and property and equipment

Impairment charge on investment in equity securities

Changes in operating assets and liabilities:

7 unchanged sentences

Maturities of marketable securities

In-process research and development

Purchases of property and equipment

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from prepayment of private placement

Proceeds from issuance of common stock in private placement, net of fees and expenses

Proceeds from issuance of common stock in underwritten offering, net of discounts and offering costs

Proceeds from the exercise of stock options

Proceeds from issuance of common stock under the Employee Stock Purchase Plan

Net cash provided by financing activities

Net increase (decrease) in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of the period

1 unchanged sentence

Supplemental disclosure of noncash investing and financing activities:

Amounts accrued for offering costs

Amounts accrued for in-process research and development

Vesting of early exercised options

Amounts accrued for offering costs

Amounts accrued for deferred offering costs

Obligation accrued for investment in equity securities

The accompanying notes are an integral part of these condensed consolidated financial statements.

13 unchanged sentences

Since inception, the Company has devoted substantially all of its efforts and resources to organizing and staffing the Company, business planning, raising capital, identifying, acquiring and in-licensing the Company’s product candidates, establishing its intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of its product candidates and related raw materials, and providing general and administrative support for these operations.

As of March 31, 2025, the Company had $ 304.6 million in cash, cash equivalents, and short-term marketable securities and $ 106.5 million in long-term marketable securities.

As of March 31, 2025, the Company had an accumulated deficit of $ 798.6 million.

As of June 30, 2025, the Company had $ 386.7 million in cash, cash equivalents and marketable securities.

As of June 30, 2025, the Company had an accumulated deficit of $ 832.5 million.

The Company has incurred significant operating losses and negative cash flows from operations.

From its inception through March 31, 2025, the Company’s financial support has primarily been provided from the sale of its convertible preferred stock and the sale of its common stock in its initial public offering (IPO), underwritten offerings, a private placement of common stock, and an "at the market" offering (ATM Offering).

From its inception through June 30, 2025, the Company’s financial support has primarily been provided from the sale of its convertible preferred stock and the sale of its common stock in its initial public offering (IPO), underwritten offerings, a private placement of common stock, and an "at the market" offering (ATM Offering).

The Company expects to use its cash, cash equivalents and marketable securities to fund research and development, working capital, and other general corporate purposes.

3 unchanged sentences

The Company’s failure to raise capital or enter into such other arrangements when needed would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce or terminate its research and development programs or other operations, or grant rights to develop and market product candidates that the Company would otherwise prefer to develop and market itself.

The Company believes its cash, cash equivalents, and marketable securities as of March 31, 2025 will be sufficient for the Company to fund operations for at least one year from the issuance date of these condensed consolidated financial statements.

The Company believes its cash, cash equivalents and marketable securities as of June 30, 2025 will be sufficient for the Company to fund operations for at least one year from the issuance date of these condensed consolidated financial statements.

Basis of presentation

11 unchanged sentences

Unaudited interim financial information

The accompanying condensed consolidated balance sheet as of March 31, 2025, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2025 and 2024 and the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 are unaudited.

The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s condensed consolidated financial position as of March 31, 2025 and the condensed consolidated results of its operations and cash flows for the three months ended March 31, 2025 and 2024.

The condensed consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2025 and 2024 are unaudited.

The condensed consolidated results for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025, any other interim periods, or any future year or period.

The accompanying condensed consolidated balance sheet as of June 30, 2025, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024, the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2025 and 2024 and the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 are unaudited.

The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s condensed consolidated financial position as of June 30, 2025 and the condensed consolidated results of its operations and cash flows for the three and six months ended June 30, 2025 and 2024.

The condensed consolidated financial data and other information disclosed in these notes related to the three and six months ended June 30, 2025 and 2024 are unaudited.

The condensed consolidated results for the three and six months ended June 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025, any other interim periods, or any future year or period.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025 .

7 unchanged sentences

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.

The Company had deposited cash of $ 408,000 as of March 31, 2025 and December 31, 2024 to secure a letter of credit in connection with the lease of the Company’s facilities (see Note 10).

The Company had deposited cash of $ 408,000 as of June 30, 2025 and December 31, 2024 to secure a letter of credit in connection with the lease of the Company’s facilities (see Note 11).

The Company has classified the restricted cash as a noncurrent asset on its condensed consolidated balance sheets.

51 unchanged sentences

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

Fair value measurements as of March 31, 2025 using

Fair value measurements as of June 30, 2025 using

Quoted prices in

34 unchanged sentences

The carrying amounts of the Company’s financial instruments, including cash, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities, approximate fair value due to their short maturities.

As of March 31, 2025 and December 31, 2024 , the Company's equity investment in Affini-T Therapeutics, Inc.

As of June 30, 2025 and December 31, 2024 , the Company's equity investment in Affini-T Therapeutics, Inc.

(Affini-T) was fair valued at $ 0 which represents cost, less impairment.

To date, $ 2.2 million of impairment adjustments have been recorded related to the value of the Company’s equity investment in Affini-T.

No adjustment was made to the value of the Company’s equity investment in Affini-T during the three months ended March 31, 2025 and 2024.

No adjustment was made to the value of the Company’s equity investment in Affini-T during the three and six months ended June 30, 2025 .

An impairment adjustment of $ 402,000 was recorded related to the value of the Company’s equity investment in Affini-T during the three and six months ended June 30, 2024.

As of December 31, 2024 , the Company reassessed the fair value of its equity investment in Affini-T using a market approach which represented a Level 3 nonrecurring fair value measurement.

6 unchanged sentences

The following tables summarize the Company’s marketable securities accounted for as available-for-sale securities (in thousands, except years):

March 31, 2025

June 30, 2025

US treasury securities

13 unchanged sentences

US government agency securities

The following tables present fair values and gross unrealized losses for those available-for-sale securities that were in an unrealized loss position as of March 31, 2025 and December 31, 2024, aggregated by category and the length of time that the securities have been in a continuous loss position (in thousands):

March 31, 2025

The following tables present fair values and gross unrealized losses for those available-for-sale securities that were in an unrealized loss position as of June 30, 2025 and December 31, 2024, aggregated by category and the length of time that the securities have been in a continuous loss position (in thousands):

June 30, 2025

Unrealized losses less than 12 months

3 unchanged sentences

Unrealized losses

US treasury securities

Commercial paper

10 unchanged sentences

US government agency securities

As of March 31, 2025, there were five available-for-sale securities with an estimated fair value of $ 29.0 million in gross unrealized loss positions, none of which were in an unrealized loss position for more than 12 months.

As of December 31, 2024 , there were 22 available-for-sale securities with an estimated fair value of $ 135.0 million in gross unrealized loss positions , none of which were in an unrealized loss position for more than 12 months.

As of March 31, 2025 and December 31, 2024, unrealized losses on available-for-sale securities are not attributed to credit risk.

As of June 30, 2025, there were 14 available-for-sale securities with an estimated fair value of $ 70.1 million in gross unrealized loss positions, none of which were in an unrealized loss position for more than 12 months.

A s of December 31, 2024 , there were 22 available-for-sale securities with an estimated fair value of $ 135.0 million in gross unrealized loss positions , none of which were in an unrealized loss position for more than 12 months.

As of June 30, 2025 and December 31, 2024, unrealized losses on available-for-sale securities are not attributed to credit risk.

The Company believes that an allowance for credit losses is unnecessary because the unrealized losses on certain of the Company’s available-for-sale securities are due to market factors and changes in interest rates.

Additionally, the Company does not intend to sell the securities nor is it more likely than not that the Company will be required to sell the securities before recovery of their amortized cost basis.

Accrued interest on the Company’s available-for-sale securities was $ 2.5 million and $ 2.3 million as of March 31, 2025 and December 31, 2024 , respectively, and is included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Accrued interest on the Company’s available-for-sale securities was $ 2.1 million and $ 2.3 million as of June 30, 2025 and December 31, 2024 , respectively, and is included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Property and equipment, net

7 unchanged sentences

Property and equipment, net

Depreciation and amortization expense related to property and equipment was $ 822,000 and $ 998,000 for the three months ended March 31, 2025 and 2024 , respectively.

Depreciation and amortization expense related to property and equipment was $ 787,000 and $ 1.6 million for the three and six months ended June 30, 2025 , respectively, and $ 1.1 million and $ 2.1 million for the three and six months ended June 30, 2024 , respectively.

Accrued expenses and other current liabilities

15 unchanged sentences

The Company is not obligated to pay royalties on the net sales of licensed products.

No IPR&D expense was recorded during the three months ended March 31, 2025 and 2024.

As of March 31, 2025 and December 31, 2024 , no milestones had been accrued as the underlying contingencies were not probable or estimable.

No IPR&D expense was recorded during the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025 and December 31, 2024 , no milestones had been accrued as the underlying contingencies were not probable or estimable.

License agreements

7 unchanged sentences

The Company is also obligated to pay royalties on net sales of all licensed products, in the low-single digit percentages, subject to certain reductions.

No IPR&D expense was recorded during the three months ended March 31, 2025 and 2024.

No IPR&D expense was recorded during the three and six months ended June 30, 2025 and 2024.

Guangzhou Joyo Pharmatech Co., Ltd

3 unchanged sentences

The Company has the right to sublicense (through multiple tiers) its rights under the Joyo License Agreement, subject to certain limitations and conditions, and is required to use commercially reasonable efforts to commercialize licensed products in the United States.

The license granted under the Joyo License Agreement is subject to Joyo’ reserved right to develop, manufacture, use, and commercialize licensed products in mainland China, Hong Kong and Macau, unless the Company exercises its option to expand the license to include mainland China, Hong Kong and Macau.

The license granted under the Joyo License Agreement is subject to Joyo’s reserved right to develop, manufacture, use, and commercialize licensed products in mainland China, Hong Kong and Macau, unless the Company exercises its option to expand the license to include mainland China, Hong Kong and Macau.

Under the Joyo License Agreement, the Company made an upfront cash payment to Joyo of $ 12.5 million.

1 unchanged sentence

The Company is also obligated to pay tiered royalties on net sales of all licensed products, in the low- to mid-single digit percentages, subject to certain reductions.

No IPR&D expense was recorded during the three months ended March 31, 2025 and 2024.

As of June 30, 2025 and December 31, 2024 , the Company accrued $ 2.0 million and $ 0 related to the achievement of milestones, respectively.

For the three and six months ended June 30, 2025 , the Company recorded $ 7.5 million in IPR&D expense related to the achievement of milestones.

For the three and six months ended June 30, 2024 , the Company recorded $ 12.5 million in IPR&D expense related to the upfront cash payment.

Medshine Discovery Inc.

5 unchanged sentences

The Company is also obligated to pay a low-single digit percentage royalty on net sales of all licensed products, subject to certain reductions.

No IPR&D expense was recorded during the three months ended March 31, 2025 and 2024.

Katmai Pharmaceuticals, Inc.

In May 2024, the Company announced a strategic reprioritization which included deprioritizing its THUNDERBBOLT-1 clinical trial evaluating ERAS-801 in patients with recurrent glioblastoma.

In April 2025, the Company entered into a Termination Agreement (the Katmai Termination Agreement) with Katmai Pharmaceuticals, Inc.

The Katmai Termination Agreement terminated the license agreement, dated March 12, 2020, between the Company and Katmai in which the Company obtained an exclusive worldwide license from Katmai to develop and commercialize ERAS-801 (the Katmai License Agreement).

Pursuant to the Katmai Termination Agreement, the Katmai License Agreement was terminated as of April 1, 2025.

Under the Katmai Termination Agreement, the Company has agreed to assign to Katmai certain know-how, intellectual property rights, third-party vendor agreements, regulatory filings, and materials that the Company developed in connection with the development of ERAS-801 under the Katmai License Agreement, and Katmai has agreed to make payments to the Company upon the occurrence of specific events related to Katmai’s future development and commercialization of ERAS-801.

In addition, the Company has agreed to provide certain transition services to Katmai for a 90-day period, for which Katmai shall reimburse the Company for its internal costs related to such services.

No IPR&D expense was recorded during the three months ended March 31, 2025 and 2024.

For the three and six months ended June 30, 2024 , the Company recorded $ 10.0 million in IPR&D expense related to the upfront cash payment.

No IPR&D expense was recorded during the three and six months ended June 30, 2025.

NiKang Therapeutics, Inc.

7 unchanged sentences

and (ii) equally split all net sublicensing revenues earned under sublicense agreements that the Company enters into with any third party before commencement of the first Phase I clinical trial for a licensed product.

No IPR&D expense was recorded during the three months ended March 31, 2025 and 2024.

As of March 31, 2025 and December 31, 2024 , no milestones are accrued for any license agreements as the underlying contingencies are no t probable or estimable.

No IPR&D expense was recorded during the three and six months ended June 30, 2025 and 2024.

Katmai Pharmaceuticals, Inc.

In May 2024, the Company announced a strategic reprioritization which included deprioritizing its THUNDERBBOLT-1 clinical trial evaluating ERAS-801 in patients with recurrent glioblastoma.

In April 2025, the Company entered into a Termination Agreement (the Katmai Termination Agreement) with Katmai Pharmaceuticals, Inc.

Pursuant to the Katmai Termination Agreement, the Katmai License Agreement was terminated as of April 1, 2025.

Under the Katmai Termination Agreement, the Company has assigned to Katmai certain know-how, intellectual property rights, third-party vendor agreements, regulatory filings, and materials that the Company developed in connection with the development of ERAS-801 under the Katmai License Agreement, and Katmai is obligated to make payments to the Company upon the occurrence of specific events related to Katmai’s future development and commercialization of ERAS-801.

In addition, the Company provided certain transition services to Katmai for a 90-day period, for which Katmai is obligated to reimburse the Company for its internal costs related to such services .

No IPR&D expense was recorded during the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025 and December 31, 2024 , no milestones are accrued for any license agreements, other than the Joyo License Agreement, as the underlying contingencies are no t probable or estimable.

Stockholders' equity

Holders of the Company's common stock are entitled to one vote for each share held on the applicable record date with respect to all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights.

Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors.

As of June 30, 2025, no dividends had been declared.

Common stock reserved for future issuance

Common stock reserved for future issuance consisted of the following as of June 30, 2025 and December 31, 2024:

Stock options issued and outstanding

Awards available for future grant

Shares available for purchase under the ESPP

2024 underwritten offering

In May 2024, the Company completed the sale and issuance of 99,459,458 shares of its common stock, including the exercise in full by the underwriters of their option to purchase 12,972,972 shares of its common stock, at a price to the public of $ 1.85 per share (the 2024 Offering).

Proceeds from the 2024 Offering were $ 174.4 million, net of underwriting discounts and commissions and offering costs of $ 9.6 million.

2024 private placement

In March 2024, the Company entered into a stock purchase agreement with the purchasers named therein for the private placement of 21,844,660 shares of its common stock at a price of $ 2.06 per share, which closed on April 2, 2024 (the 2024 Private Placement).

Proceeds from the 2024 Private Placement were $ 43.6 million, after deducting placement agent fees and expenses of approximately $ 1.4 million.

Stock-based compensation

4 unchanged sentences

In addition, the number of shares of common stock available for issuance under the 2021 Plan may be increased annually on the first day of each calendar year during the term of the 2021 Plan, beginning in 2022, by an amount equal to the lesser of (i) 5 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors.

As of March 31, 2025, there were 14,043,506 stock-based awards available for future grant under the 2021 Plan.

As of June 30, 2025, there were 13,435,804 stock-based awards available for future grant under the 2021 Plan.

Subsequent to July 2021, no further awards will be granted under the 2018 Plan and all future stock-based awards will be granted under the 2021 Plan.

11 unchanged sentences

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Options exercisable at March 31, 2025

The weighted-average grant date fair value of options granted for the three months ended March 31, 2025 and 2024 was $ 1.26 and $ 1.25 , respectively.

As of March 31, 2025, the unrecognized compensation cost related to unvested stock option grants was $ 46.2 million and is expected to be recognized as expense over approximately 2.95 years.

The intrinsic value of the options exercised for the three months ended March 31, 2025 and 2024 was $ 74,000 and $ 47,000 , respectively.

Outstanding at June 30, 2025

Options exercisable at June 30, 2025

The weighted-average grant date fair value of options granted for the three and six months ended June 30, 2025 was $ 1.02 and $ 1.25 , respectively, and for the three and six months ended June 30, 2024 was $ 1.48 and $ 1.28 , respectively.

As of June 30, 2025, the unrecognized compensation cost related to unvested stock option grants was $ 40.9 million and is expected to be recognized as expense over approximately 2.74 years.

The intrinsic value of the options exercised for the three and six months ended June 30, 2025 was $ 58,000 and $ 132,000 , respectively.

The intrinsic value of the options exercised for the three and six months ended June 30, 2024 was $ 123,000 and $ 170,000 , respectively.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Risk-free interest rate

1 unchanged sentence

4.26 %- 4.64 %

3.96 %- 4.43 %

3.84 %- 4.64 %

Expected volatility

1 unchanged sentence

82.72 %- 83.14 %

79.48 %- 82.36 %

82.72 %- 83.91 %

Expected term (in years)

17 unchanged sentences

In addition, the number of shares of common stock available for issuance under the ESPP may be increased annually on the first day of each calendar year during the term of the ESPP, beginning in 2022, by an amount equal to the lesser of (i) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors.

The Company recognized stock-based compensation expense related to the ESPP of $ 214,000 and $ 342,000 during the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the unrecognized compensation cost related to the ESPP was $ 465,000 and is expected to be recognized as expense over approximately 0.81 years.

As of March 31, 2025 and December 31, 2024, $ 314,000 and $ 50,000 h as been withheld on behalf of employees for future purchase under the ESPP, respectively, and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

No shares were issued and sold under the ESPP during the three months ended March 31, 2025 and 2024.

The Company recognized stock-based compensation expense related to the ESPP of $ 247,000 and $ 461,000 during the three and six months ended June 30, 2025, respectively, and $ 103,000 and $ 444,000 during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the unrecognized compensation cost related to the ESPP was $ 1.2 million and is expected to be recognized as expense over approximately 1.96 years.

As of June 30, 2025 and December 31, 2024, $ 43,000 and $ 50,000 has been withheld on behalf of employees for future purchase under the ESPP, respectively, and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

The Company issued and sold 321,091 shares under the ESPP during the three and six months ended June 30, 2025 and 252,444 shares under the ESPP during the three and six months ended June 30, 2024.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock to be purchased under the ESPP were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Risk-free interest rate

3.97 %- 4.32 %

4.75 %- 5.39 %

3.97 %- 4.32 %

4.75 %- 5.39 %

Expected volatility

76.13 %- 92.99 %

68.73 %- 74.72 %

76.13 %- 92.99 %

68.73 %- 74.72 %

Expected term (in years)

Expected dividend yield

Stock-based compensation expense

The allocation of stock-based compensation for all stock awards was as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

General and administrative

Common stock reserved for future issuance

Common stock reserved for future issuance consisted of the following as of March 31, 2025 and December 31, 2024:

Stock options issued and outstanding

Awards available for future grant

Shares available for purchase under the ESPP

Operating leases

The Company has facility leases for laboratory and office space under non-cancellable and cancellable operating leases with various expiration dates through 2032 and equipment under a non-cancellable operating lease with a term expiring in 2026 .

The Company has facility leases for laboratory and office space under non-cancellable and cancellable operating leases with various expiration dates through 2032 .

Lease costs were comprised of the following (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease cost

2 unchanged sentences

Total lease cost

The Company paid $ 1.5 million and $ 2.1 million in cash for operating leases, net of cash received from subleases, that is included in the operating activities section of the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024, respectively.

The weighted-average remaining lease term and the weighted-average discount rate of the Company’s operating leases were 7.09 years and 8.97 %, respectively, at March 31, 2025 .

The Company paid $ 3.3 million and $ 4.1 million in cash for operating leases, net of cash received from subleases, that is included in the operating activities section of the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024, respectively.

The weighted-average remaining lease term and the weighted-average discount rate of the Company’s operating leases were 6.89 years and 8.98 %, respectively, at June 30, 2025 .

The weighted-average remaining lease term and the weighted-average discount rate of the Company’s operating leases were 7.33 years and 8.97 %, respectively, at December 31, 2024.

24 unchanged sentences

The Company paid a security deposit of $ 874,000 in December 2021 that was recorded as other assets in the condensed consolidated balance sheets.

In January 2024, the Company entered into an agreement to sublease the second floor of its corporate headquarters in San Diego, California.

Pursuant to the agreement, the subleased space is approximately 10,000 square feet of office space with a sublease term of three years which includes an option for the subtenant to renew for an additional year and an early termination clause.

In November 2024, the Company received notice of the subtenant’s exercise of the early termination clause.

As a result of the subtenant’s exercise of the early termination clause, the term of this sublease will end on January 31, 2026.

In July 2024, the Company executed an agreement to sublease the first floor of its corporate headquarters.

Pursuant to the agreement, the subleased space is 18,421 square feet of office space with a sublease term of 61 months beginning in October 2024, and early access in August 2024.

The agreement includes an option for the subtenant to renew for an additional year and an early termination clause.

In September 2024, the Company entered into an agreement to sublease a portion of the third floor of its corporate headquarters in San Diego, California.

Pursuant to the agreement, the subleased space is approximately 5,000 square feet of laboratory space with a sublease term of one year which includes an option for the subtenant to renew for an additional year.

In January 2024, the Company entered into an agreement to sublease the second floor of its corporate headquarters in San Diego, California (the January 2024 Sublease).

Pursuant to the January 2024 Sublease, the subleased space is approximately 10,000 square feet of office space with a sublease term of three years which includes an option for the subtenant to renew for an additional year and an early termination clause.

In June 2025, the Company and the subtenant entered into a termination agreement that terminates the January 2024 Sublease in July 2025 .

In July 2024, the Company executed an agreement to sublease the first floor of its corporate headquarters (the July 2024 Sublease).

Pursuant to the July 2024 Sublease, the subleased space is 18,421 square feet of office space with a sublease term of 61 months beginning in October 2024.

The July 2024 Sublease includes an option for the subtenant to renew for an additional year and an early termination clause.

In September 2024, the Company entered into an agreement to sublease a portion of the third floor of its corporate headquarters (the September 2024 Sublease).

Pursuant to the September 2024 Sublease, the subleased space is approximately 5,000 square feet of laboratory space with a sublease term of one year which includes an option for the subtenant to renew for an additional year.

In July 2025, the September 2024 Sublease was amended to:

(i) add approximately 5,000 square feet of laboratory space on the third floor and approximately 11,000 square feet of office space on the second floor to the subleased space;

and (ii) to extend the term of the September 2024 Sublease through December 31, 2027 .

The amendment to the September 2024 Sublease includes an option for the subtenant to renew for an additional year.

The Company determined the subleases to be operating leases.

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The Company will continue to account for the operating lease assets and related liabilities of the original lease as it did prior to the commencement of the subleases.

The Company recorded a reduction to lease costs of $ 713,000 and $ 84,000 related to income from these subleases during the three months ended March 31, 2025 and 2024, respectively.

The Company recorded a reduction to lease costs of $ 715,000 and $ 1.4 million related to income from these subleases during the three and six months ended June 30, 2025 , respectively, and $ 132,000 and $ 216,000 during the three and six months ended June 30, 2024, respectively.

In connection with committing to the plan to sublease the first floor of its corporate headquarters in June 2024, the Company reassessed its asset groups for testing long-lived assets for impairment and determined the first floor operating lease assets and related property and equipment represented an asset group separate from the entity wide asset group.

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The cash flows used in the model were discounted using a rate of 13.5 %.

Based on this analysis, the Company recognized a noncash impairment charge of $ 4.7 million, including $ 2.4 million for the operating lease assets and $ 2.3 million for the leasehold improvements and furniture, of which $ 3.0 million was recorded to research and development expense and $ 1.7 million was recorded to general and administrative expense, during the three months ended June 30, 2024.

This represented a Level 3 nonrecurring fair value measurement.

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Changes in the estimates and assumptions used could materially affect the amount of impairment loss recognized in the period the asset group is considered impaired.

Future minimum lease payments and sublease receipts under operating leases as of March 31, 2025 are as follows (in thousands):

No impairment was recorded during the three and six months ended June 30, 2025.

Future minimum lease payments and sublease receipts under operating leases as of June 30, 2025 (including the amended September 2024 Sublease) are as follows (in thousands):

Operating Lease Payments

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Year ending December 31,

2025 (remaining nine months)

2025 (remaining six months)

Total lease payments or sublease receipts

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There are no matters currently outstanding for which any such liabilities have been accrued.

No provision for federal, state or foreign income taxes has been recorded for the three months ended March 31, 2025 and 2024.

Strategic reprioritization

In May 2024, in connection with the execution of the Joyo License Agreement and the Medshine License Agreement, the Company approved a strategic reprioritization to focus the Company’s resources on its naporafenib program, its ERAS-0015 product candidate, which is the lead candidate from the Joyo License Agreement, and its ERAS-4001 product candidate, which is the lead candidate from the Medshine License Agreement.

The Company deprioritized its HERKULES-3 clinical trial evaluating ERAS-007 in combination with encorafenib and cetuximab (EC) in patients with EC-naïve BRAFm colorectal cancer, its THUNDERBBOLT-1 clinical trial evaluating ERAS-801 in patients with recurrent glioblastoma, and its ERAS-4 pan-KRAS program.

In connection with this strategic reprioritization, the Company also approved a reduction in the Company’s workforce by approximately 18 %, primarily affecting employees working in certain drug discovery functions or on the deprioritized programs and trials.

As a result, the Company recognized $ 2.2 million in total charges in the three and six months ended June 30, 2024 in the condensed consolidated statements of operations and comprehensive loss based upon the underlying employees’ role within the Company in connection with the reduction in force.

These charges consisted primarily of one-time cash charges for termination benefits which were substantially all paid in June 2024.

No provision for federal, state or foreign income taxes has been recorded for the three and six months ended June 30, 2025 and 2024.

The Company has incurred net operating losses for all the periods presented and has not reflected any benefit of such net operating loss carryforwards in the accompanying condensed consolidated financial statements due to uncertainty around utilizing these tax attributes within their respective carryforward periods.

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The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense.

For the three months ended March 31, 2025 and 2024 , the Company has no t recognized any interest or penalties related to income taxes.

For the three and six months ended June 30, 2025 and 2024 , the Company has no t recognized any interest or penalties related to income taxes.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA), a budget reconciliation package that changes the U.S.

federal income tax laws was signed into law.

In addition to extending various expiring provisions from the Tax Cuts and Jobs Act (TCJA) of 2017, the OBBBA restores the tax deductibility of domestic research and development expenses in the year incurred.

These expenses had been required under the TCJA to be capitalized and subsequently amortized over five years .

The OBBBA did not change the tax treatment of expenses incurred in research and development activities conducted outside the United States, which expenses continue to be required to be capitalized and amortized over 15 years .

The Company is evaluating the impact of the legislation and forthcoming administrative guidance and regulations to its consolidated financial statements and related disclosures .

Net loss per share

The following table summarizes the computation of basic and diluted net loss per share of the Company (in thousands, except share and per share data):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Weighted-average shares of common stock used in computing net loss per share, basic and diluted

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The Company operates and manages its business as a single operating and reportable segment focused on the discovery and development of precision medicines for the benefit of patients with cancer.

The Company's CODM is the chief executive officer and the CODM manages and allocates resources to the Company on a consolidated basis.

Managing and allocating resources on a consolidated basis enables the CODM to assess the overall level of resources available, including cash, cash equivalents and marketable securities, and how to best deploy these resources based on unmet medical need, scientific data, probability of successful development, market potential and other considerations to best support the long-term growth of its business.

The Company's chief operating decision maker (CODM) is the chief executive officer and the CODM manages and allocates resources to the Company on a consolidated basis.

The CODM assesses performance for the segment based on net loss, which is reported on the condensed consolidated statements of operations and comprehensive loss as consolidated net loss.

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Significant segment expenses provided to the CODM are the same as presented on the condensed consolidated statements of operations and comprehensive loss as research and development expenses and general and administrative expenses.

Subsequent Events

On August 12, 2025, the Company entered into an Amended and Restated Open Market Sale Agreement (the 2025 Sale Agreement) with Jefferies (the Agent), pursuant to which the Company may offer and sell shares of the Company’s common stock having an aggregate offering price of up to $ 200 million from time to time, 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 the Company of up to 3.0 % of the gross proceeds of any shares of common stock sold under the Sale Agreement.

The Company is 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 the Company will sell any shares of common stock under the Sale Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements