[Form 4] Elevation Oncology, Inc. Common stock Insider Trading Activity

Rhea-AI Filing Summary

GT Biopharma (GTBP) filed an 8-K summarizing the results of its 24 Jul 2025 annual meeting. 58.9% of the 3.15 M outstanding shares were represented.

• Board elections: All four director nominees—Michael Breen, Charles Casamento, Hilary Kramer and David C. Mun-Gavin—were re-elected; support ranged 98.8-99.0% of votes cast, with 658.5 k broker non-votes.
• Auditor: Weinberg & Company, P.A. was ratified for FY-25 (96.8% FOR).
• Say-on-pay: Advisory approval of executive compensation passed with 97.3% FOR.
• Nasdaq Rule 5635 share issuance: Shareholders approved the potential issuance of ≥19.99% of common stock related to May 2025 financing agreements (97.3% FOR), enabling conversion of Series L 10% Preferred and exercise of associated warrants.
• Incentive plan: Amendment adding 583,334 shares to the 2022 Omnibus Incentive Plan passed (96.0% FOR).

No earnings data were provided. All proposals passed comfortably, clearing governance and capital-raising hurdles but creating potential dilution if convertible securities and warrants are exercised.

Positive

• Shareholders authorized issuance of ≥19.99% new equity, removing Nasdaq cap and enabling May 2025 financing to proceed.
• All governance items passed with >96% support, indicating strong shareholder confidence and reducing near-term proxy risk.

Negative

• Potential dilution from conversion of Series L preferred and warrant exercises could materially increase share count.
• Shareholder turnout was only 58.9%, reflecting limited retail engagement and possible governance vulnerability.

Insights

Financial Analyst

TL;DR: Routine meeting; all items passed, clearing path for financing but raising dilution risk.

Shareholder backing for the >19.99% issuance is crucial because it removes Nasdaq limits that could have blocked May 2025 financing instruments. This keeps liquidity options open for a cash-constrained biotech, generally constructive for funding pipeline progress. However, full conversion plus warrant exercise would materially expand the float, pressuring per-share metrics. The 583 k-share incentive plan increase is modest (<20% of meeting quorum) but adds incremental dilution. Overall governance support and auditor ratification reduce execution risk, yet investors should monitor timing and pricing of any conversions.

Corporate Governance Expert

TL;DR: Strong approval rates signal shareholder confidence; turnout only 59%.

Directors received ~99% FOR votes, indicating limited opposition activism. Say-on-pay support above 97% suggests executive compensation is not contentious. Still, sub-60% turnout highlights engagement challenges typical of micro-cap issuers. The board now has shareholder authorization to issue significant equity; proper disclosure and timing will be scrutinized to ensure fiduciary alignment. Auditor continuity limits financial statement disruption.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mootz Darcy

(Last) (First) (Middle)

C/O ELEVATION ONCOLOGY, INC.

101 FEDERAL STREET, SUITE 1900

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Elevation Oncology, Inc. [ ELEV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.74	07/23/2025		D			55,000	(1)(2)(3)	01/17/2034	Common Stock	55,000	$0	0	D
Stock Option (Right to Buy)	$3.35	07/23/2025		D			35,000	(1)(2)(3)	06/12/2034	Common Stock	35,000	$0	0	D
Stock Option (Right to Buy)	$0.3051	07/23/2025		D			35,000	(1)(2)(3)	06/04/2035	Common Stock	35,000	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 8, 2025, by and among Elevation Oncology, Inc. (the "Issuer"), Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub VI, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On July 23, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $0.36 per Share in cash (the "Cash Amount"), and (ii) one non-transferable contractual contingent value right (each, a "CVR"), subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"), in each case, without interest, and subject to any applicable withholding taxes (the Cash Amount plus one CVR, collectively, the "Offer Price"). [continues to Footnote 2]

2. [continues from Footnote 1] Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). As of immediately prior to and conditioned upon the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger [continues to Footnote 3]

3. [continues from Footnote 2] and (b) one CVR in respect of each Share underlying such Option; provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount that was then outstanding, it was cancelled for no consideration.

	/s/ Robert Yang, Attorney-in-Fact	07/24/2025
	** Signature of Reporting Person	Date
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FAQ

What was approved at GTBP's 2025 annual meeting?

All five proposals—board elections, auditor ratification, say-on-pay, large share issuance authorization and incentive plan amendment—were approved.

How many shares could GTBP issue under the Nasdaq Rule 5635 authorization?

Shareholders approved issuing 19.99% or more of outstanding common stock related to May 2025 financing agreements.

Did shareholders approve GTBP's executive compensation?

Yes. The non-binding say-on-pay resolution received 1,173,577 FOR vs. 20,396 AGAINST.

Who is GTBP's auditor for fiscal 2025?

Weinberg & Company, P.A. was ratified with 1,794,403 FOR votes.

What change was made to GTBP's 2022 Omnibus Incentive Plan?

An additional 583,334 shares were authorized for future awards.

What percentage of outstanding GTBP shares voted at the meeting?

58.93% of the 3,147,995 shares outstanding were represented.