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

Rhea-AI Filing Summary

Global Mofy AI Limited (GMM) reports the full resolution of its April-2025 PIPE warrants. Purchasers first surrendered 25 % (≈2.55 m) of the 10.20 m warrants, leaving 7.65 m outstanding. Between 8-21 July 2025, those remaining warrants were fully exercised via the 0.8× cashless alternative, converting into 6,117,316 Class A ordinary shares. Because the exercise was cashless, the company received no incremental cash.

Following the issuance, share count stands at 25,495,761 Class A and 3,723,975 Class B shares. The new shares—about 24 % of the current Class A total—are registered under the effective Form F-1 (333-287230). This Form 6-K is also incorporated by reference into the company’s Form F-3 shelf (333-284554).

The update removes a sizeable derivative overhang, simplifying the capital structure, but simultaneously dilutes existing holders without providing fresh capital. No financial results, cash-flow data, or guidance were disclosed.

Positive

• 25 % of warrants voluntarily surrendered, cutting potential future dilution by about 2.55 m shares.
• Full exercise eliminates warrant overhang, simplifying capital structure and removing derivative uncertainty.

Negative

• 6.12 m new shares issued, increasing Class A share count by roughly 24 % and diluting existing holders.
• Cashless exercise delivers no cash proceeds, so dilution is not offset by additional capital for operations.

Insights

Equity Capital Markets Analyst

TL;DR: Large warrant block removed but 24 % dilution occurs with zero cash inflow—net negative for existing shareholders.

The voluntary surrender of 25 % of the warrants is constructive because it eliminates 2.55 m potential shares and reduces headline overhang risk. However, the cashless exercise of the remaining 7.65 m warrants expands the Class A float by 6.12 m shares—roughly one quarter of shares now outstanding—without adding capital that could fund growth. The transaction therefore pressures per-share metrics and may weigh on market price despite a cleaner cap table. No earnings data or strategic use of funds offset the dilution, and the company still has dual-class governance (3.72 m Class B shares) that concentrates voting power. Overall impact skews negative.

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^*

ELMS STEVE

(Last) (First) (Middle)

C/O AISLING CAPITAL MANAGEMENT LP

489 FIFTH AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10017

(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)	$16	07/23/2025		D			31,238	(1)(2)(3)	06/23/2031	Common Stock	31,238	$0	0	I	See footnote(4)
Stock Option (Right to Buy)	$1.31	07/23/2025		D			15,619	(1)(2)(3)	06/16/2032	Common Stock	15,619	$0	0	I	See footnote(4)
Stock Option (Right to Buy)	$1.47	07/23/2025		D			31,238	(1)(2)(3)	06/15/2033	Common Stock	31,238	$0	0	I	See footnote(4)
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	I	See footnote(4)
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	I	See footnote(4)

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.

4. This stock option was granted to Steven Elms, an employee of Aisling Capital, in his capacity as a director of the Issuer. Pursuant to the policies of Aisling Capital, Mr. Elms does not have any right to any of the Issuer's securities issued as part of his service on the Board and Aisling Capital is entitled to receive all of the pecuniary interest in the securities issued.

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

How many Global Mofy AI (GMM) shares were issued through the warrant exercise?

The company issued 6,117,316 Class A ordinary shares via cashless warrant exercise.

What is GMM's current share count after the transaction?

Outstanding shares now total 25,495,761 Class A and 3,723,975 Class B shares.

Did Global Mofy AI receive cash from the warrant exercise?

No. The warrants were exercised using the cashless alternative, generating no cash proceeds.

What happened to the original 10.2 m PIPE warrants?

Investors surrendered 25 % (≈2.55 m) and exercised the remaining 7.65 m for shares.

Are the new shares already registered for resale?

Yes. The shares are covered by the company’s Form F-1 (333-287230), declared effective on 20 May 2025.