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United States securities and exchange commission logo
July 9, 2021
Jonathan E. Lim
Chief Executive Officer
Erasca, Inc.
10835 Road to the Cure, Suite 140
San Diego, CA 92121
Re: Erasca, Inc.
Registration
Statement on Form S-1
Filed on June 25,
2021
File No. 333-257436
Dear Dr. Lim:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
21, 2021 letter.
Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your response
to our prior comment 2 and reissue. Your pipeline table, which
indicates that you are
currently in Phase 1 of HERKULES-2, HERKULES-3 and
HERKULES-4 clinical
trials, appears to be inconsistent with your disclosure on pages 4
and 127 that you are
planning to begin the dosing of first patients in HERKULES-2,
HERKULES-3, and
HERKULES-4 in the future. If these trials have not yet begun, please
revise your pipeline
table here and throughout the registration statement to show the
arrows for the
HERKULES-2, HERKULES-3 and HERKULES-4 trials in the IND-
enabling column of the
pipeline table.
Jonathan E. Lim
Erasca, Inc.
July 9, 2021
Page 2
In the alternative, if the Phase 1 trials have already been completed
for these three specific
indications, as you state a clinical trial of ERAS-007 may have
already been done by
Asana, revise throughout your prospectus the apparently inconsistent
disclosure that you
have not yet dosed any patients in HERKULES-2, HERKULES-3 or
HERKULES-4 trials,
or clarify how the trials indicated in the table as planned may be
differentiated from the
trial discussed in the asterisk to the table. Finally, include a
detailed and balanced
description of the trails completed by Asana as they may relate
specifically to
HERKULES-2, HERKULES-3 or HERKULES-4. This description should include
the
number of participants in the trials, the endpoints, the statistical
significance and p-values,
any serious adverse events experienced by the trail participants, and
the trails' graphs,
charts and diagrams, or advise.
Risk Factors
Our current amended and restated certificate of incorporation provides, page 70
2. We note that you have removed disclosure on page 70 relating to the
application of
the exclusive forum provision to the claims brought under the Exchange
Act. We also
note that the forum selection provision in your amended and restated
certificate of
incorporation identifies a state court located within the State of
Delaware (or, if no state
court located within the State of Delaware has jurisdiction, the
federal district court for the
District of Delaware) as the exclusive forum for certain litigation,
including any
derivative action. Please disclose here whether this provision
applies to actions arising
under the Exchange Act. If this provision does not apply to actions
arising under the
Exchange Act, please also ensure that the exclusive forum provision in
the governing
documents states this clearly, or tell us how you will inform
investors in future filings that
the provision does not apply to any actions arising under the Exchange
Act.
You may contact Julie Sherman at 202-551-3640 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya Aldave at 202-551-3601 or Susan Block at 202-551-3210 with any
other
questions.
FirstName LastNameJonathan E. Lim Sincerely,
Comapany NameErasca, Inc.
Division of
Corporation Finance
July 9, 2021 Page 2 Office of Life
Sciences
FirstName LastName