What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-11 compared with 2026-05-11 · 113 added, 39 removed, 326 unchanged (32% of the section changed)

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and (3) targeting escape routes that emerge in response to treatment.

The following figure shows the RAS/MAPK pathway and how the three therapeutic strategies listed above attempt to comprehensively and synergistically shut down the RAS/MAPK pathway.

Our pipeline enables us to pursue a systematic, data-driven, portfolio-wide clinical development effort to identify therapeutic approaches with the goal of prolonging survival in numerous patient populations with high unmet medical needs.

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We believe pan-RAS and pan-KRAS targeting molecules can address a broad population of patients with G12X, G13X, and possibly Q61X mutations, and also have the potential to address or prevent resistance by blocking wildtype RAS activation.

ERAS-0015, our pan-RAS Molecular Glue

ERAS-0015 is a potential best-in-class, next-generation pan-RAS molecular glue in clinical development for the treatment of patients with RAS-mutated solid tumors.

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The JYP0015M101 clinical trial is sponsored by Joyo.

We initiated monotherapy expansion cohorts and combination dose escalation cohorts, including a pembrolizumab combination cohort, as part of the AURORAS-1 trial in the second quarter of 2026 and the first quarter of 2026, respectively, ahead of our previous guidance.

We initiated monotherapy expansion cohorts and combination dose escalation cohorts, including a panitumumab combination cohort, as part of the AURORAS-1 trial in the second quarter of 2026 and the first quarter of 2026, respectively, ahead of our previous guidance.

We anticipate the associated data readouts in the first half of 2027.

In addition, we initiated a combination dose escalation cohort with pembrolizumab in the first quarter of 2026.

In March 2026, we announced that we had entered into a clinical trial collaboration and supply agreement with Tango Therapeutics, Inc.

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NA = not available

On July 13, 2026, we announced updated preliminary Phase 1 data for ERAS-0015 in patients with RAS-mutant solid tumors from our ongoing AURORAS-1 Phase 1 trial in the United States that builds on our April 2026 announcement, with additional patients and longer follow-up.

Additional Results from AURORAS-1 Trial

• Encouraging Monotherapy Responses Observed in 2L+ KRAS G12X PDAC 1

o 57% uORR 8wk (N=7) at RDE of 32 mg QD 2

o Across doses, all patients with either confirmed or unconfirmed responses remained on treatment

o At RDE of 32 mg QD, 6 of 7 enrolled patients remained on treatment;

at RDE of 24 mg QD, 6 of 8 enrolled patients remained on treatment

• With Additional Patients and Longer Follow-up, Monotherapy Safety Data Remained Consistent with Prior Disclosure and ERAS-0015 Continued to be Generally Well-Tolerated 1

o Frequency and severity of TRAEs remained consistent with our April 2026 announcement

o Mostly low-grade TRAEs, no DLTs, low rate of dose interruptions or reductions due to TRAEs, and no discontinuations due to TRAEs

o Median relative dose intensity was 100% at both 24 mg QD and 32 mg QD

• Promising Combination Potential with Panitumumab in Metastatic Colorectal Cancer, including Clearance of First Dose Escalation Cohort 3

o No DLTs were observed for the combination in the 16 mg cohort during dose escalation in four DLT-evaluable patients

o Backfill enrollment is ongoing in the 16 mg combination cohort

o Dose escalation is ongoing with continued enrollment in the 24 mg combination cohort

1 Data cutoff (DCO) May 25, 2026

2 The uORR 8wk is the overall response rate (ORR) (confirmed and unconfirmed responses) for patients who received first dose of ERAS-0015 at least 8 weeks prior to the May 25, 2026 cutoff date

3 DCO July 6, 2026

Additional AURORAS-1 Safety Data

The following tables summarize all treatment-related adverse events occurring in 10% or more of patients in the AURORAS-1 trial and the relative dose intensity (RDI) as of the May 25, 2026 DCO date.

1 One Grade 3 TRAE of pneumonitis progressed to Grade 5 after withdrawal of supportive care per patient decision.

The patient was a 66 year-old male with heavily pretreated metastatic pancreatic adenocarcinoma who received 24 mg of ERAS-0015.

The patient had pulmonary metastases, a history of right lung cryoablation and no history of lung radiation.

The patient presented to the ER approximately a month after starting ERAS-0015 with Grade 3 pneumonitis that was treated aggressively with immediate discontinuation of ERAS-0015, high dose steroids and infliximab.

The patient requested withdrawal of supportive care and ultimately died of the event.

2 Rash events are identified using following preferred term rash pustular, rash papular, rash maculo-papular, rash macular, rash, erythema and dermatitis acneiform (uncoded terms rash acneiform and rash, are also included).

1 Rash events are identified using following preferred term rash pustular, rash papular, rash maculo-papular, rash macular, rash, erythema and dermatitis acneiform (uncoded terms rash acneiform and rash, are also included).

1 Data were unavailable for subset of patients who were therefore not included in the RDI calculation.

ERAS-4001, our pan-KRAS Inhibitor

ERAS-4001 is a potential first-in-class pan-KRAS inhibitor in clinical development for the treatment of patients with KRAS-mutated solid tumors.

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We believe ERAS-0015 has the potential to address unmet medical needs in approximately 2.7 million patients who are diagnosed annually worldwide with RAS-mutant tumors, including the more than 2.2 million patients with KRAS-mutant tumors whom ERAS-4001 could also address.

ERAS-12, our EGFR D2/D3 biparatopic antibody program

Our next program is ERAS-12, our investigational EGFR D2/D3 biparatopic antibody (bpAb).

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By combining novel cell signal inhibition with enhancements to the Fc, we aim to create a potent multi-modal BIC anti-EGFR biologic which we believe could function as a targeted therapy with immunomodulatory activity.

In order to focus our resources on our RAS programs, we have made a strategic decision that future development of this program would be best advanced through a strategic partnership.

Accordingly, we are no longer committing internal resources to the development of this program, and we intend to seek a partner to continue its development.

Anticipated Corporate Milestones

• Phase 1 monotherapy expansion data expected in the first half of 2027

• Phase 1 combination dose escalation data, including panitumumab combination, expected in the first half of 2027

• Potentially registration-enabling trial in 2L+ NSCLC expected to initiate in the first half of 2027

• Phase 3 pivotal trial in first-line (1L) PDAC expected to initiate in 2027

• Phase 3 pivotal trial in RASm NSCLC expected to initiate in the second half of 2027 to the first half of 2028

• Preliminary safety, tolerability, PK, and initial efficacy Phase 1 monotherapy data expected in the second half of 2026

• Initiation of monotherapy expansion cohorts and combination dose escalation cohorts planned for 2027

In May 2025, in connection with our expectation that ERAS-0015 and ERAS-4001 would both become clinical stage programs, we conducted a broader pipeline review.

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The effective date of the termination of the Novartis Agreement is June 3, 2026.

In connection with such termination, we and Novartis have agreed that we shall continue to ensure that the patients currently enrolled in the SEACRAFT-1 and SEACRAFT-2 trials will be permitted to continue to receive treatment for the foreseeable future.

In connection with such termination, we and Novartis have entered into a termination agreement, pursuant to which Novartis and we have agreed that we shall continue to ensure that the patients currently enrolled in the SEACRAFT-1 and SEACRAFT-2 trials will be permitted to continue to receive treatment for the foreseeable future.

We do not own or operate, and currently have no plans to establish, any manufacturing facilities.

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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 2025 Sale Agreement.

As of March 31, 2026, we had $200.0 million of shares available for sale under the ATM Program.

As of June 30, 2026, we had $200.0 million of shares available for sale under the ATM Program.

In January 2026, we completed the sale and issuance of 25,875,000 shares of our common stock, including the exercise in full by the underwriters of their option to purchase 3,375,000 shares of our common stock, at a price to the public of $10.00 per share (the January 2026 Offering).

Our aggregate net proceeds from the January 2026 Offering were $242.7 million, net of underwriting discounts and commissions of $15.5 million and offering costs of $0.5 million.

Our aggregate net proceeds from the January 2026 Offering were $242.7 million, net of underwriting discounts and commissions and offering costs of $16.0 million.

In July 2026, we completed the sale and issuance of 36,142,857 shares of our common stock, including the exercise in full by the underwriters of their option to purchase 4,714,285 shares of our common stock, at a price to the public of $17.50 per share (the July 2026 Offering).

Our aggregate net proceeds from the July 2026 Offering were $593.5 million, net of underwriting discounts and commissions and estimated offering costs of $38.9 million.

Since our inception in 2018, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, identifying, acquiring, and in-licensing our product candidates, establishing our intellectual property portfolio, conducting research, preclinical studies and clinical trials, establishing arrangements with third parties for the manufacture of our product candidates and related raw materials, and providing general and administrative support for these operations.

We do not have any products approved for sale and have not generated any revenue.

As of March 31, 2026, we have raised a total of $1.3 billion to fund our operations, comprised primarily of gross proceeds from our IPO, underwritten offerings, a private placement of our common stock, and the sale and issuance of convertible preferred stock.

As of March 31, 2026, we had cash, cash equivalents, and marketable securities of $408.5 million.

As of June 30, 2026, we have raised a total of $1.3 billion to fund our operations, comprised primarily of gross proceeds from our IPO, underwritten offerings, a private placement of our common stock, and the sale and issuance of convertible preferred stock.

As of June 30, 2026, we had cash, cash equivalents, and marketable securities of $384.3 million.

In July 2026, we completed our July 2026 Offering with aggregate net proceeds of $593.5 million, net of underwriting discounts and commissions and estimated offering costs.

We have incurred significant operating losses since inception.

Our net losses were $183.4 million and $31.0 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had an accumulated deficit of $1.1 billion.

Our net losses were $44.1 million and $33.9 million for the three months ended June 30, 2026 and 2025, respectively, and $227.5 million and $64.8 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, we had an accumulated deficit of $1.1 billion.

We expect our expenses and operating losses will increase substantially for the foreseeable future, particularly if and as we conduct our ongoing and planned clinical trials and preclinical studies;

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Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and preclinical studies and our expenditures on other research and development activities.

Based upon our current operating plans, we believe that our cash, cash equivalents, and marketable securities as of March 31, 2026 will be sufficient to fund our operations into the second half of 2028.

Based upon our current operating plans, we believe that our cash, cash equivalents, and marketable securities as of June 30, 2026, together with the net proceeds of $593.5 million received from the July 2026 Offering, will be sufficient to achieve the anticipated corporate milestones set forth in this quarterly report, including reporting data from the ongoing Phase 1 clinical trial of ERAS-0015;

initiating potentially registration-enabling clinical trials of ERAS-0015 in 2L+ NSCLC, 1L PDAC and RASm NSCLC;

reporting data from the ongoing Phase 1 clinical trial of ERAS-4001 as monotherapy;

and initiating monotherapy expansion cohorts and combination dose escalation cohorts of ERAS-4001.

We do not expect to generate any revenues from product sales until we successfully complete development and obtain regulatory approval for one or more of our product candidates, which we expect will take a number of years and may never occur.

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Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as geopolitical and economic events.

We do not believe that such factors had a material adverse impact on our results of operations during the three months ended March 31, 2026.

We do not believe that such factors had a material adverse impact on our results of operations during the three and six months ended June 30, 2026.

Our acquisition and license agreements

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The following table summarizes our research and development expenses incurred for the following periods (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other clinical programs (1)

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Results of operations

Comparison of the three months ended March 31, 2026 and 2025

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Comparison of the three months ended June 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Operating expenses:

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Research and development expenses

Research and development expenses were $27.3 million for the three months ended March 31, 2026 compared to $26.0 million for the three months ended March 31, 2025.

The increase of $1.3 million was primarily driven by increases of $1.7 million in personnel costs, including stock-based compensation expense, and $1.0 million in expenses incurred in connection with clinical trials, preclinical studies, and discovery activities, partially offset by decreases of $1.1 million in outsourced services and consulting fees and $0.4 million in facilities-related expenses and depreciation.

Research and development expenses were $35.9 million for the three months ended June 30, 2026 compared to $21.2 million for the three months ended June 30, 2025.

The increase of $14.7 million was primarily driven by increases of $8.2 million in expenses incurred in connection with clinical trials, preclinical studies, and discovery activities, $3.7 million in outsourced services and consulting fees, and $2.8 million in personnel costs, including stock-based compensation expense.

In-process research and development expenses

In-process research and development expenses were $150.0 million for the three months ended March 31, 2026 compared to $0 for the three months ended March 31, 2025.

In-process research and development expenses for the three months ended March 31, 2026 were related to our exercise of the option to expand our territory under the license agreement with Joyo.

In-process research and development expenses were $0 for the three months ended June 30, 2026 compared to $7.5 million for the three months ended June 30, 2025.

In-process research and development expenses for the three months ended June 30, 2025 were related to the achievement of milestones in connection with our license agreement with Joyo.

General and administrative expenses

General and administrative expenses were $10.6 million for the three months ended March 31, 2026 compared to $9.7 million for the three months ended March 31, 2025.

The increase of $1.0 million was primarily driven by an increase of $0.9 million in personnel costs, including stock-based compensation expense.

General and administrative expenses were $11.7 million for the three months ended June 30, 2026 compared to $9.5 million for the three months ended June 30, 2025.

The increase of $2.3 million was primarily driven by increases of $1.5 million in personnel costs, including stock-based compensation expense, and $0.7 million in legal costs.

Other income (expense), net

Other income (expense), net was $4.5 million for the three months ended March 31, 2026 compared to $4.7 million for the three months ended March 31, 2025.

The decrease of $0.2 million was primarily related to a decrease in interest earned on our cash, cash equivalents, and marketable securities during the three months ended March 31, 2026.

Other income (expense), net was $3.5 million for the three months ended June 30, 2026 compared to $4.2 million for the three months ended June 30, 2025.

The decrease of $0.7 million was primarily related to a decrease in interest earned on our cash, cash equivalents, and marketable securities during the three months ended June 30, 2026.

Comparison of the six months ended June 30, 2026 and 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30,

Operating expenses:

Research and development

In-process research and development

General and administrative

Total operating expenses

Loss from operations

Total other income (expense), net

Research and development expenses

Research and development expenses were $63.2 million for the six months ended June 30, 2026 compared to $47.1 million for the six months ended June 30, 2025.

The increase of $16.0 million was primarily driven by increases of $9.2 million in expenses incurred in connection with clinical trials, preclinical studies, and discovery activities, $4.5 million in personnel costs, including stock-based compensation expense, and $2.6 million in outsourced services and consulting fees.

In-process research and development expenses

In-process research and development expenses were $150.0 million for the six months ended June 30, 2026 compared to $7.5 million for the six months ended June 30, 2025.

In-process research and development expenses for the six months ended June 30, 2026 related to our exercise of the option to expand our territory under the license agreement with Joyo.

In-process research and development expenses for the six months ended June 30, 2025 were related to the achievement of milestones in connection with our license agreement with Joyo.

General and administrative expenses

General and administrative expenses were $22.4 million for the six months ended June 30, 2026 compared to $19.1 million for the six months ended June 30, 2025.

The increase of $3.2 million was primarily driven by increases of $2.4 million in personnel costs, including stock-based compensation expense, and $0.8 million in legal fees.

Other income (expense), net

Other income (expense), net was $8.0 million for the six months ended June 30, 2026 compared to $8.9 million for the six months ended June 30, 2025.

The decrease of $0.9 million was primarily related to a decrease in interest earned on our cash, cash equivalents, and marketable securities during the six months ended June 30, 2026.

Liquidity and capital resources

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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 2025 Sale Agreement.

As of March 31, 2026, we had $200.0 million of shares available for sale under the ATM Program.

As of June 30, 2026, we had $200.0 million of shares available for sale under the ATM Program.

Our aggregate net proceeds from the January 2026 Offering were $242.7 million, net of underwriting discounts and commissions of $15.5 million and offering costs of $0.5 million.

Our aggregate net proceeds from the January 2026 Offering were $242.7 million, net of underwriting discounts and commissions and offering costs of $16.0 million.

Our aggregate net proceeds from the July 2026 Offering were $593.5 million, net of underwriting discounts and commissions and estimated offering costs of $38.9 million.

Future capital requirements

As of March 31, 2026, we had cash, cash equivalents, and marketable securities of $408.5 million.

Based upon our current operating plans, we believe that our cash, cash equivalents, and marketable securities will be sufficient to fund our operations into the second half of 2028.

As of June 30, 2026, we had cash, cash equivalents, and marketable securities of $384.3 million.

Based upon our current operating plans, we believe that our cash, cash equivalents, and marketable securities, together with the net proceeds of $593.5 million received from the July 2026 Offering, will be sufficient to fund our operations for at least the next twelve months.

However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially.

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The following table shows a summary of our cash flows for the periods presented (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Net cash (used in) provided by:

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Financing activities

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

Net decrease in cash, cash equivalents, and restricted cash

Operating activities

Cash used in operating activities was $27.4 million during the three months ended March 31, 2026, primarily resulting from a net loss of $183.4 million, changes in operating assets and liabilities of $2.3 million, and accretion on marketable securities of $0.7 million, partially reduced by in-process research and development expenses of $150.0 million related to our exercise of the option to expand our territory under the license agreement with Joyo which are reflected in investing activities, stock-based compensation expense of $8.5 million, and depreciation and amortization expense of $0.7 million.

Net cash used from changes in operating assets and liabilities consisted primarily of a decrease in accrued expenses and other current and long-term liabilities of $3.3 million, partially offset by an increase in accounts payable of $1.2 million.

Cash used in operating activities was $31.6 million during the three months ended March 31, 2025, primarily resulting from a net loss of $31.0 million, changes in operating assets and liabilities of $6.1 million, and accretion on marketable securities of $2.0 million, partially reduced by stock-based compensation expense of $6.7 million and depreciation and amortization expense of $0.8 million.

Net cash used from changes in operating assets and liabilities consisted primarily of a decrease in accrued expenses and other current and long-term liabilities of $8.0 million, partially offset by an increase in accounts payable of $1.8 million.

Cash used in operating activities was $54.7 million during the six months ended June 30, 2026, primarily resulting from a net loss of $227.5 million and accretion on marketable securities of $1.3 million, partially reduced by in-process research and development expenses of $150.0 million related to our exercise of the option to expand our territory under the license agreement with Joyo, which are reflected in investing activities, stock-based compensation expense of $18.1 million, changes in operating assets and liabilities of $4.7 million, and depreciation and amortization expense of $1.4 million.

Net cash provided by changes in operating assets and liabilities consisted primarily of an increase in accounts payable, accrued expenses, and other current and long-term liabilities of $4.4 million and a decrease in prepaid expenses and other current and long-term assets of $1.2 million, partially offset by a decrease in operating assets and liabilities, net of $0.9 million.

Cash used in operating activities was $52.1 million during the six months ended June 30, 2025, primarily resulting from a net loss of $64.8 million, changes in operating assets and liabilities of $6.0 million, and accretion on marketable securities of $3.5 million, partially reduced by stock-based compensation expense of $13.1 million, in-process research and development expenses of $7.5 million, which are reflected in noncash and investing activities, and depreciation and amortization expense of $1.6 million.

Net cash used from changes in operating assets and liabilities consisted primarily of decreases in accrued expenses and other current and long-term liabilities of $6.6 million and operating lease assets and liabilities, net of $1.1 million, partially offset by an increase in accounts payable of $1.2 million and a decrease in prepaid expenses and other current and long-term assets of $0.5 million.

Investing activities

Net cash used in investing activities was $243.8 million during the three months ended March 31, 2026 as compared to net cash provided by investing activities of $34.3 million during the three months ended March 31, 2025.

The increase in cash used in investing activities of $278.1 million was primarily the result of increases in purchases of marketable securities of $242.5 million and in-process research and development of $150.0 million, partially offset by increases in sales of marketable securities of $100.8 million and maturities of marketable securities of $13.6 million.

Net cash used in investing activities was $224.3 million during the six months ended June 30, 2026 as compared to net cash provided by investing activities of $50.0 million during the six months ended June 30, 2025.

The increase in cash used in investing activities of $274.3 million was primarily the result of increases in purchases of marketable securities of $186.0 million and in-process research and development of $144.5 million, and a decrease in maturities of marketable securities of $44.8 million, partially offset by an increase in sales of marketable securities of $100.8 million.

Financing activities

Net cash provided by financing activities was $244.7 million during the three months ended March 31, 2026 and less than $0.1 million during the three months ended March 31, 2025.

During the three months ended March 31, 2026, we received $242.7 million in net proceeds for the issuance of common stock from the 2026 Offering and $2.0 million from the exercise of stock options.

Net cash provided by financing activities was $247.7 million during the six months ended June 30, 2026 as compared to $0.5 million during the six months ended June 30, 2025.

During the six months ended June 30, 2026, we received $242.7 million in net proceeds for the issuance of common stock from the January 2026 Offering, $4.6 million from the exercise of stock options, and $0.8 million from the issuance of common stock under our ESPP.

During the six months ended June 30, 2025, we received $0.4 million from the issuance of common stock under our ESPP and $0.1 million from the exercise of stock options.

Contractual obligations and commitments

As of March 31, 2026, there have been no material changes outside the ordinary course of our business to the contractual obligations we reported in “Management’s discussion and analysis of financial condition and results of operations – Cash requirements due to contractual obligations and other commitments,” included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026.

As of June 30, 2026, there have been no material changes outside the ordinary course of our business to the contractual obligations we reported in “Management’s discussion and analysis of financial condition and results of operations – Cash requirements due to contractual obligations and other commitments,” included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026.

Critical accounting policies and estimates

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Actual results may differ materially from these estimates.

As of March 31, 2026, there have been no material changes to our critical accounting policies and estimates from those disclosed in “Management’s discussion and analysis of financial condition and results of operations – Critical accounting policies and estimates,” included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026.

As of June 30, 2026, there have been no material changes to our critical accounting policies and estimates from those disclosed in “Management’s discussion and analysis of financial condition and results of operations – Critical accounting policies and estimates,” included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026.

Recently issued and adopted accounting pronouncements

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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 2. Management’s Discussion and Analysis