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United States securities and exchange commission logo
June 21, 2021
Jonathan E. Lim
Chief Executive Officer
Erasca, Inc.
10835 Road to the Cure, Suite 140
San Diego, CA 92121
Re: Erasca, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 9,
2021
CIK No. 0001761918
Dear Dr. Lim:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus summary, page 1
1. We note your response
to our prior comment 4 and reissue. For each of the nine programs
in the discovery and
the IND-enabling stages, please provide us with a detailed analysis of
why each of those
programs is sufficiently material to your business to warrant inclusion
in your pipeline table
or revise your table to remove programs that are not sufficiently
material. In this
regard we note, as examples only, that you do not list the programs
currently in discovery
or in the IND-enabling stage on your website, you do not appear to
discuss them in your
Management's Discussion and Analysis of Financial Condition
section, and you do not
appear to have plans to use the proceeds of this offering to
advance all of these
programs.
Jonathan E. Lim
Erasca, Inc.
June 21, 2021
Page 2
2. Refer to your response to our prior comment 5. 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 accordingly.
Business
Patient lives at stake annually with RAS/MAPK pathway alterations, page 120
3. Please provide support for your statement here as it relates to your
belief that "[y]our deep
and focused pipeline has the potential to target 100% of CRC, ~90% of
pancreatic cancer,
~70% of head and neck squamous cell carcinoma (HNSCC), ~65% of
melanoma, ~55%
of GBM, ~40% of NSCLC, and ~40% of AML, and also the potential to
provide targeted
therapy options for many patients with RAS/MAPK pathway-driven tumors
in a wide
range of less common histologies." In this regard, we note that you
appear to have only
one product candidate in Phase 1 and one product candidate in Phase 2
of clinical trials
and that all remaining product candidates are still either in
discovery or pre-clinical trials.
In addition, none of the types of cancers you reference in this
statement appear to be
included as specific indications in your pipeline table.
ERAS-601: our SHP2 inhibitor, page 147
4. We note your response to our prior comment 11 and reissue in part.
Please identify the
four serious adverse events (SAEs) observed in the clinical trial
referenced on pages 152
and 153.
Our acquisition and license agreements
University of California, San Francisco, page 176
5. We note your response to our prior comment 13 and reissue in part. On
page 177, you
state that you are obligated to pay tiered sublicensing fees ranging
from "low double digit
percentages to up to 30%." Please revise to clarify what you mean by
low double digit
percentages so that investors understand the potential range of
royalty payments in a
range not to exceed ten percent. If the range is more than ten
percent, please provide a
range within ten percent for each tier or disclose the number of
tiers.
Government Regulation
Foreign
FirstNameRegulation, page 191 E. Lim
LastNameJonathan
Comapany
6. NameErasca,
We note Inc. to our prior comment 12 and reissue. Please
revise this section to
your response
describe
June 21, the approval
2021 Page 2 process in China and Japan.
FirstName LastName
Jonathan E. Lim
FirstName
Erasca, Inc.LastNameJonathan E. Lim
Comapany
June NameErasca, Inc.
21, 2021
June 21,
Page 3 2021 Page 3
FirstName LastName
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 Sonia Bednarowski at 202-551-3666 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Matt Bush, Esq.