Statement of Ownership (sc 13g)
December 19 2022 - 4:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Erasca,
Inc.
(Name of Issuer)
Common
stock, par value $0.0001 per share
(Title of Class of Securities)
29479A108
(CUSIP Number)
December
9, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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
Novartis Pharma AG |
2. |
Check the Appropriate Box if a Member of a Group
(see instructions)
|
|
|
(a) |
¨ |
|
(b) |
¨ |
3. |
SEC USE ONLY |
|
|
4. |
Citizenship or Place of Organization
Switzerland |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
12,307,692 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
12,307,692 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
12,307,692 |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) |
¨ |
11. |
Percent of Class Represented by Amount in Row
9
8.2% (1) |
12. |
Type of Reporting Person (see instructions)
CO |
|
|
|
|
|
(1) This calculation is based on a total
of 150,053,924 shares of Common Stock outstanding, which represents (i) 122,361,616 shares of Common Stock outstanding as of
November 2, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022 plus (ii)
the 12,307,692 shares of Common Stock issued to Novartis Pharma AG in a private placement on December 9, 2022 and 15,384,616 shares
of Common Stock issued in connection with the offering pursuant to the Issuer’s shelf registration statement, which are
described in the Issuer’s Current Reports on Form 8-K, dated December 9, 2022.
CUSIP
No. 29479A108
1. |
Names of Reporting Persons
Novartis AG |
2. |
Check the Appropriate Box if a Member of a Group
(see instructions)
|
|
|
(a) |
¨ |
|
(b) |
¨ |
3. |
SEC USE ONLY |
|
|
4. |
Citizenship or Place of Organization
Switzerland |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
12,307,692 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
12,307,692 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
12,307,692 |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) |
¨ |
11. |
Percent of Class Represented by Amount in Row
9
8.2% (1) |
12. |
Type of Reporting Person (see instructions)
CO, HC |
|
|
|
|
|
(1) This calculation is based on a total
of 150,053,924 shares of Common Stock outstanding, which represents (i) 122,361,616 shares of Common Stock outstanding as of November
2, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022 plus (ii) the 12,307,692
shares of Common Stock issued to Novartis Pharma AG in a private placement on December 9, 2022 and 15,384,616 shares of Common Stock
issued in connection with the offering pursuant to the Issuer’s shelf registration statement, which are described in the Issuer’s
Current Reports on Form 8-K, dated December 9, 2022.
Item 1(a). |
Name of Issuer:
Erasca, Inc.
|
Item 1(b). |
Address of Issuer’s Principal
Executive Offices:
3115 Merryfield Row, Suite 300
San Diego, CA 92121
|
Item 2(a). |
Name of Person Filing:
This statement is filed on behalf of the
following persons with respect to the shares of Common Stock of the Issuer:
(i) Novartis Pharma AG, a Swiss corporation
(“Novartis Pharma”), with respect to shares held by it; and
(ii) Novartis AG, a Swiss corporation (“Novartis”),
as the publicly-owned parent of Novartis Pharma, with respect to the shares held by Novartis Pharma.
The foregoing persons are hereinafter referred
to collectively as the “Reporting Persons.”
|
Item 2(b). |
Address of Principal Business Office
or, if none, Residence:
The address of the principal business office
of Novartis Pharma and Novartis is Lichtstrasse 35, CH-4056 Basel, Switzerland.
|
Item 2(c). |
Citizenship:
Novartis Pharma is a corporation organized
under the laws of Switzerland and is a direct wholly-owned subsidiary of Novartis.
Novartis is a corporation organized under
the laws of Switzerland and is the publicly owned parent of Novartis Pharma.
|
Item 2(d). |
Title of Class of Securities:
Common Stock, par value $0.0001 per share
(“Common Stock”).
|
Item 2(e). |
CUSIP Number:
29479A108
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) |
¨ |
Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o); |
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) |
¨ |
Insurance company as defined in section 3(a)19) of the Act
(15 U.S.C. 78c); |
(d) |
¨ |
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8); |
(e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) |
¨ |
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
(h) |
¨ |
A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) |
¨ |
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) |
¨ |
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
(k) |
¨ |
Group, in accordance with §240.13d–1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____ |
| (a) | Amount Beneficially Owned: |
Novartis Pharma is the
beneficial owner of 12,307,692 shares of Common Stock of the Issuer. As the direct parent of Novartis Pharma, Novartis may be deemed to
beneficially own these securities. Novartis Pharma expressly disclaims beneficial ownership of shares beneficially owned by the other
entity.
See the percentages
as set forth in row 11 of the cover sheet to this Schedule 13G for each Reporting Person, which information is incorporated herein by
reference.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: Not applicable as to each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: Please see row 6 of the cover sheet to this Schedule 13G for
each Reporting Person, which information is incorporated herein by reference. |
| (iii) | Sole power to dispose or to direct the disposition of: Not applicable as to each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of: Please see row 8 of the cover sheet to this Schedule
13G for each Reporting Person, which information is incorporated herein by reference. |
Item
5. | Ownership of 5 Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ¨.
Item
6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not Applicable
Item
7. | Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
Item
8. | Identification and Classification of Members of the Group |
Not Applicable
Item
9. | Notice of Dissolution of a Group |
Not Applicable
Each of the Reporting Persons hereby makes the following
certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Signatures
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.
Date:
December 19,
2022
|
Novartis Pharma AG |
|
|
|
/s/ Lukas Förtsch |
|
Name: Lukas Förtsch |
|
Title: Authorized Signatory |
|
|
|
/s/ Christian
Rehm |
|
Name: Christian Rehm |
|
Title: Authorized Signatory |
|
|
|
Novartis AG |
|
|
|
/s/ Lukas Förtsch |
|
Name: Lukas Förtsch |
|
Title: Authorized Signatory |
|
|
|
/s/ Christian Rehm |
|
Name: Christian Rehm |
|
Title: Authorized Signatory |
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