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.
Elevation Oncology filings document the company’s transition from a Nasdaq-listed oncology issuer to a deregistered public-company record following its acquisition by Concentra Biosciences. The formal record includes 8-K disclosure of the completed tender offer for common stock and related contingent value rights, Nasdaq Form 25 removal from listing and Form 15 termination or suspension of Exchange Act reporting obligations.
The filings also cover material agreements tied to the company’s drug-development portfolio, including termination of the CSPC license for EO-3021, a Claudin 18.2 antibody-drug conjugate. These disclosures frame the company’s capital structure, corporate status, listing history, merger-related events and remaining public-reporting obligations.
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.