Filing Details
- Accession Number:
- 0000929638-21-000959
- Form Type:
- 13D Filing
- Publication Date:
- 2021-07-29 20:00:00
- Filed By:
- Cormorant Asset Management
- Company:
- Erasca Inc.
- Filing Date:
- 2021-07-30
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Cormorant Global Healthcare Master Fund | 0 | 2,678,710 | 0 | 2,678,710 | 2,678,710 | 2.25% |
| Cormorant Global Healthcare GP | 0 | 2,678,710 | 0 | 2,678,710 | 2,678,710 | 2.25% |
| Cormorant Private Healthcare Fund II | 0 | 7,716,443 | 0 | 7,716,443 | 7,716,443 | 6.49% |
| Cormorant Private Healthcare GP II | 0 | 7,716,443 | 0 | 7,716,443 | 7,716,443 | 6.49% |
| Cormorant Asset Management | 0 | 10,505,553 | 0 | 10,505,553 | 10,505,553 | 8.83% |
| Bihua Chen | 0 | 10,505,553 | 0 | 10,505,553 | 10,505,553 | 8.83% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Erasca, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29479A108
(CUSIP Number)
(CUSIP Number)
Neb Obradovic
Cormorant Asset Management, L.P.
200 Clarendon Street, 52nd Floor
Boston, MA 02116
Boston, MA 02116
Tel. No.: 857-702-0386
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
July 20, 2021
(Date of Event which Requires Filing of this Statement)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. | 29479A108 |
| 1 | Names of Reporting Persons. Cormorant Global Healthcare Master Fund, LP | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [x] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): WC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 shares | |
| 8 Shared Voting Power 2,678,710 shares (see Item 5 below) | ||
| 9 Sole Dispositive Power 0 shares | ||
| 10 Shared Dispositive Power 2,678,710 shares (see Item 5 below) | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,678,710 shares (see Item 5 below) | |
| 12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
| 13 | Percent of Class Represented by Amount in Row (9)* 2.25% (see Item 5 below) | |
| 14 | Type of Reporting Person (See Instructions) PN (Partnership) | |
| CUSIP NO. | 29479A108 |
| 1 | Names of Reporting Persons. Cormorant Global Healthcare GP, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [x] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 shares | |
| 8 Shared Voting Power 2,678,710 shares (see Item 5 below) | ||
| 9 Sole Dispositive Power 0 shares | ||
| 10 Shared Dispositive Power 2,678,710 shares (see Item 5 below) | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,678,710 shares (see Item 5 below) | |
| 12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
| 13 | Percent of Class Represented by Amount in Row (9)* 2.25% (see Item 5 below) | |
| 14 | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | |
| CUSIP NO. | 29479A108 |
| 1 | Names of Reporting Persons. Cormorant Private Healthcare Fund II, LP | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [x] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): WC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 shares | |
| 8 Shared Voting Power 7,716,443 shares (see Item 5 below) | ||
| 9 Sole Dispositive Power 0 shares | ||
| 10 Shared Dispositive Power 7,716,443 shares (see Item 5 below) | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,716,443 shares (see Item 5 below) | |
| 12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
| 13 | Percent of Class Represented by Amount in Row (9)* 6.49% (see Item 5 below) | |
| 14 | Type of Reporting Person (See Instructions) PN (Partnership) | |
| CUSIP NO. | 29479A108 |
| 1 | Names of Reporting Persons. Cormorant Private Healthcare GP II, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [x] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 shares | |
| 8 Shared Voting Power 7,716,443 shares (see Item 5 below) | ||
| 9 Sole Dispositive Power 0 shares | ||
| 10 Shared Dispositive Power 7,716,443 shares (see Item 5 below) | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,716,443 shares (see Item 5 below) | |
| 12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
| 13 | Percent of Class Represented by Amount in Row (9)* 6.49% (see Item 5 below) | |
| 14 | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | |
| CUSIP NO. | 29479A108 |
| 1 | Names of Reporting Persons. Cormorant Asset Management, LP | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [x] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 shares | |
| 8 Shared Voting Power 10,505,553 shares (see Item 5 below) | ||
| 9 Sole Dispositive Power 0 shares | ||
| 10 Shared Dispositive Power 10,505,553 shares (see Item 5 below) | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,505,553 shares (see Item 5 below) | |
| 12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
| 13 | Percent of Class Represented by Amount in Row (9)* 8.83% (see Item 5 below) | |
| 14 | Type of Reporting Person (See Instructions) PN (Partnership) | |
| CUSIP NO. | 29479A108 |
| 1 | Names of Reporting Persons. Bihua Chen | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [x] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 Sole Voting Power 0 shares | |
| 8 Shared Voting Power 10,505,553 shares (see Item 5 below) | ||
| 9 Sole Dispositive Power 0 shares | ||
| 10 Shared Dispositive Power 10,505,553 shares (see Item 5 below) | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,505,553 shares (see Item 5 below) | |
| 12 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
| 13 | Percent of Class Represented by Amount in Row (9)* 8.83% (see Item 5 below) | |
| 14 | Type of Reporting Person (See Instructions) IN (Individual) | |
| CUSIP NO. | 29479A108 |
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to Common Stock (“Common Stock”) of Erasca, Inc., a Delaware corporation (the “Issuer” or the “Company”). The address of the principal executive offices of the
Company is 10835 Road to the Cure, San Diego, California 92121.
Item 2. Identity and Background
(a) This Schedule 13D is being filed on behalf of Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund II, LP, Cormorant
Private Healthcare GP II, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the “Reporting Persons”). The securities reported herein for the Reporting Persons represent shares which are beneficially owned by Cormorant Global
Healthcare Master Fund, LP (the “Master Fund”) and Cormorant Private Healthcare Fund II, LP (“Fund II”), as reported herein, and a managed account (the “Account”), as well as by Bihua Chen. Cormorant Global Healthcare GP, LLC and Cormorant Private
Healthcare GP II, LLC serve as the general partners of the Master Fund and Fund II, respectively. Cormorant Asset Management, LP serves as the investment manager to the Master Fund, Fund II and the Account. Bihua Chen serves as the managing member
of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP II, LLC and the general partner of Cormorant Asset Management, LP. Bihua Chen is also a director of the Issuer.
Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest in such shares, and the inclusion of such
securities in this report shall not be deemed an admission of beneficial ownership for any purpose.
(b) The business address of each of the Reporting Persons is c/o Cormorant Asset Management, L.P., 200 Clarendon Street, 52nd Floor, Boston, MA 02116.
(c) See Item 2(a).
(d) Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or State securities laws or finding any violation with respect to such laws.
(f) See Item 6 of the respective cover page of each Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
Of the Common Stock reported herein as being beneficially owned by the Reporting Persons, 4,000,000, 4,166,666, and 1,388,887 shares were issued upon the automatic conversion of shares
of Series A, Series B-1, and Series B-2 Convertible Preferred Stock, respectively, upon the closing of the Issuer's initial public offering on July 20, 2021. The shares of Series A, Series B-1, and Series B-2 Convertible Preferred Stock were
purchased for approximately $45,501,595 in private sales using
| CUSIP NO. | 29479A108 |
working capital of the Reporting Persons. The remaining 950,000 shares of Common Stock were purchased from the underwriters of the Issuer's initial public offering in connection with
such offering for aggregate consideration of $15,200,000 (as reported in Item 5 below), the consideration for which was paid using working capital of the Reporting Persons. In addition, Bihua Chen was granted a stock option to purchase up to 166,666
shares of Common Stock at a price of $5.8080 per share for her service as a director of the Issuer, which option will become exercisable with respect to 41,667 shares of Common Stock on March 16, 2022 and thereafter will become exercisable with
respect to the remaining 124,999 shares of Common Stock in equal monthly installments through March 16, 2025.
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities reported herein for the benefit of the above-referenced private investment funds and accounts for investment purposes. The Reporting Persons intend to evaluate
this investment in the Issuer and options with respect to such investment on an ongoing basis.
The Reporting Persons may acquire additional Common Stock of the Issuer from time to time or may dispose of any or all of such Common Stock or other securities held or beneficially owned by them at any time.
From time to time, the Reporting Persons may engage in discussions with the Issuer’s Board of Directors and/or members of the Issuer’s management team concerning, without limitation, potential business
combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Issuer and other matters concerning the Issuer.
The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by
the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to
be reported herein in accordance with Item 4 of Schedule 13D.
Bihua Chen, who serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP II, LLC and the general partner of Cormorant Asset Management, LP, is a director of the
Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b) See Items 7-13 of the cover pages and Item 2 above.
The percentages reported herein with respect to the Reporting Persons’ holdings are calculated based upon (i) a statement in the Issuer’s Prospectus dated July 15, 2021, as filed with
the Securities and Exchange Commission on July 16, 2021, that there would be 116,142,968 shares of Common Stock of the Issuer outstanding immediately after public offering to which the Prospectus related, without taking into account any additional
shares of Common Stock that might be issued to the underwriters of the offering upon the exercise of their overallotment option, and (ii) the statement in the Issuer's press release dated July 20, 2021 that, at the closing of such offering, the
Issuer sold an additional 2,812,500 shares of Common Stock in connection with the exercise in full by the underwriters of their option to purchase additional shares.
| CUSIP NO. | 29479A108 |
(c) The Reporting Persons did not engage in any transactions in securities of the Company during the sixty day period prior to the filing of this Schedule 13D, other than the
transactions described in the following table:
| Security | Transaction | Date | No. Shares | Price Per Share |
| Common Stock | See below | 7/20/2021 | 9,555,553 | $0 (*) |
| Common Stock | Purchase in initial public offering | 7/20/2021 | 950,000 | $16.00 |
* Shares acquired in connection with the automatic conversion of shares of Series A, Series B-1, and Series B-2 Convertible Preferred Stock upon the closing of the Issuer's initial
public offering.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
| Exhibit 99.1 | Joint Filing Agreement, by and among the Reporting Persons. |
| CUSIP NO. | 29479A108 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
July 30, 2021
| CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP | |
| By: Cormorant Global Healthcare GP, LLC its General Partner | |
| By: /s/ Bihua Chen | |
| Bihua Chen, Managing Member | |
| CORMORANT GLOBAL HEALTHCARE GP, LLC | |
| By: /s/ Bihua Chen | |
| Bihua Chen, Managing Member | |
| CORMORANT PRIVATE HEALTHCARE FUND II, LP | |
| By: Cormorant Private Healthcare GP II, LLC its General Partner | |
| By: /s/ Bihua Chen | |
| Bihua Chen, Managing Member | |
| CORMORANT PRIVATE HEALTHCARE GP II, LLC | |
| By: /s/ Bihua Chen | |
| Bihua Chen, Managing Member | |
| CORMORANT ASSET MANAGEMENT, LP | |
| By: Cormorant Asset Management GP, LLC its General Partner | |
| By: /s/ Bihua Chen | |
| Bihua Chen, Managing Member | |
| /s/ Bihua Chen | |
| Bihua Chen |