[144] Erasca, Inc. SEC Filing

Rhea-AI Filing Summary

Sky Quarry Inc. (Nasdaq: SKYQ) disclosed in its Form 8-K that it entered into a $8.125 million equity purchase agreement on 9 July 2025 with Varie Asset Management LLC. The agreement gives Sky Quarry the right, but not the obligation, to direct Varie to buy common stock over a 24-month term once an SEC-effective resale registration statement is in place (the “Commencement Date”).

Key mechanics:

• Regular Purchase size: up to 40,000 shares per trading day, expandable to 60,000 / 80,000 / 100,000 shares if the closing price is ≥ $0.80 / $1.00 / $2.00, respectively, with a $300,000 cap per purchase.
• Purchase Price: 97% of the lower of (i) the lowest sale price on the purchase date or (ii) the arithmetic average of the three lowest closing prices in the prior 10 business days, but not less than $0.62 per share.
• Ownership cap: Varie cannot exceed 9.99 % beneficial ownership.
• Fees & consideration: Sky Quarry issued 366,260 commitment shares up-front and may issue up to 183,131 additional shares; it will also pay Varie $12,000 per month once purchases may be made.
• Termination: Sky Quarry may end the agreement at any time without cost; Varie is prohibited from any short-selling or hedging of SKYQ stock.

The equity line provides a flexible, on-demand capital source but introduces potential dilution because shares are issued at a discount and additional commitment shares are already outstanding.

Positive

• Secures up to $8.125 million in flexible equity financing, providing liquidity without incurring debt.
• Company controls timing and size of drawdowns and can terminate the agreement at any time at no cost.
• Floor price of $0.62 and 3 % discount limit extreme dilution compared with deeper-discount facilities.
• Varie covenant against short-selling reduces potential downward pressure on the stock.

Negative

• Immediate issuance of 366,260 commitment shares plus up to 183,131 additional shares creates dilution before funds are received.
• $12,000 monthly fee increases the effective cost of capital by up to ~$288 k over two years.
• Equity issuance at a discount (97 % of market reference price) and low floor price may pressure share price.
• 9.99 % ownership cap and $300k per draw limit the speed at which the full $8.125 M can be accessed.

Insights

Equity Capital Markets Specialist

TL;DR: Equity line offers $8.1 M liquidity at 3 % discount, mitigated by floor price, but adds dilution and monthly fees.

The deal resembles a traditional committed equity facility. For a micro-cap issuer, $8.125 M can cover working-capital needs without immediate debt. The 3 % discount is moderate and the $0.62 floor protects from extreme down-rounds. Commitment shares (~0.55 M) equate to an immediate cost that, at $1.00 share price, represents ~$0.55 M of dilution before any cash is raised. The 9.99 % cap and $300 k per draw mean liquidity will be staged, not back-loaded, limiting large single-day dumps into the market. Monthly $12 k fees (~$288 k over two years) further raise the effective cost of capital. Overall, the facility is a pragmatic but dilutionary tool typical for early-stage resource technology firms.

Small-Cap Portfolio Manager

TL;DR: Provides optional cash runway; modest size limits upside, dilution risk caps enthusiasm.

Investors gain comfort from management’s ability to tap cash as required and from optionality to terminate if pricing becomes unfavorable. The prohibition on Varie’s shorting is shareholder-friendly. However, the ceiling of $8.125 M over 24 months is small relative to potential capital needs for scaling operations, and frequent small issuances could create selling pressure. Immediate issuance of commitment shares front-loads dilution without corresponding capital. From a portfolio view, the announcement is neutral: it stabilizes liquidity but does not materially alter the growth trajectory.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 6002 El Tordo 2nd Fl PO Box 7297 Rancho Santa Fe CA 92067	8333	11816.69	283287382	07/15/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/20/2021	Donation	Erasca, Inc			10193557	07/20/2021	Donation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Erasca Foundation 3115 MERRYFIELD ROW STE 300 San Diego CA 92121	Common	06/16/2025	8333	12090.87
Erasca Foundation 3115 MERRYFIELD ROW STE 300 San Diego CA 92121	Common	05/15/2025	8333	10146.29
Erasca Foundation 3115 MERRYFIELD ROW STE 300 San Diego CA 92121	Common	04/15/2025	8333	10419.64

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much financing can Sky Quarry (SKYQ) raise under the Varie agreement?

Up to $8.125 million in common stock sales over a 24-month period.

What is the purchase price formula for SKYQ shares sold to Varie?

Varie pays 97 % of the lower of the daily low price or the average of the three lowest closes in the prior 10 days, with a $0.62 floor.

How many commitment shares did Sky Quarry issue to Varie?

The company issued 366,260 shares immediately and may issue up to 183,131 additional shares based on future purchases.

When can Sky Quarry start directing Varie to buy shares?

After the SEC declares the resale registration statement effective and a final prospectus is filed—the “Commencement Date.”

What fees does Sky Quarry pay under the purchase agreement?

Sky Quarry will pay Varie $12,000 per month starting on the Commencement Date, as long as purchases may occur.

Is there a limit to Varie’s ownership of SKYQ?

Yes. Varie’s beneficial ownership is capped at 9.99 % of Sky Quarry’s outstanding common stock.