Welcome to our dedicated page for Elevation Oncolo SEC filings (Ticker: ELEV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tracking a clinical-stage biotech like Elevation Oncology can feel overwhelming—every 10-K details cash runway for ADC trials, each 8-K flags fresh study data, and Form 4s reveal when executives trade shares. If you have ever typed “Elevation Oncology SEC filings explained simply” or “where to find Elevation Oncology quarterly earnings report 10-Q filing,” you already know the challenge.
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Elevation Oncology, Inc. (NASDAQ: ELEV) has filed a Schedule 14D-9 in response to a tender offer launched by Concentra Merger Sub VI, a wholly-owned subsidiary of Concentra Biosciences. The Purchaser is offering $0.36 in cash plus one non-transferable contractual contingent value right (CVR) per common share (together, the “Offer Price”) to acquire all outstanding shares. The offer is part of a broader Agreement and Plan of Merger dated 8 June 2025 under Delaware DGCL §251(h), allowing the merger to close without a shareholder vote once the tender conditions are met.
Capital structure affected: as of 5 June 2025 Elevation had 59.25 million shares outstanding, 6.68 million stock options (weighted-average exercise price $2.49), 173 k RSUs, 22.44 million warrants (weighted-average exercise price $2.24) and no preferred stock. All unvested options and RSUs will vest immediately before closing. In-the-money options receive cash equal to the spread plus a CVR per underlying share; out-of-the-money options are cancelled for no consideration. Warrants will be adjusted to deliver the same Merger Consideration; the company will repurchase and cancel the Black-Scholes Warrants.
Key offer conditions include: (i) more than 50% of outstanding shares (on a fully-diluted basis excluding guaranteed delivery) must be validly tendered, (ii) Elevation must show at least $26.449 million Closing Net Cash, (iii) absence of legal restraints, (iv) accuracy of reps & warranties, and (v) no termination of the Merger Agreement. No financing condition applies. The initial expiration is one minute past 11:59 p.m. ET on 22 July 2025, with possible extensions of up to ten business days each to satisfy conditions.
Upon successful completion of the tender, any untendered shares (other than dissenting shares, treasury shares, or Parent-owned shares) will be converted into the right to receive the same Offer Price in the back-end merger. Elevation’s equity plans and ESPP will be terminated at closing.
Joseph J. Ferra Jr., Chief Executive Officer and Director of Elevation Oncology (ELEV), reported two significant transactions on June 16, 2025:
- Acquired 12,560 shares of common stock through the vesting of Restricted Stock Units (RSUs)
- Subsequently disposed of 4,627 shares at $0.3854 per share, likely for tax withholding purposes
Following these transactions, Ferra's direct ownership stands at 145,085 shares. The RSUs, which originally vested 25% on June 16, 2022, followed by quarterly vesting of 1/16 of the total RSUs, have now been fully exercised. This insider activity provides insight into the executive compensation structure and demonstrates continued alignment between management and shareholder interests.
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