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.
The Elevation Oncology, Inc. (ELEV) SEC filings archive provides a record of the company’s regulatory disclosures during its time as a publicly traded issuer and documents its transition to a private, wholly owned subsidiary of Concentra Biosciences, LLC. While Elevation Oncology’s common stock has been removed from listing on The Nasdaq Stock Market LLC and its registration under the Securities Exchange Act of 1934 has been terminated or suspended, its historical filings remain an important source of information about its operations, capital structure, and corporate transactions.
Investors and researchers can use Elevation Oncology’s annual reports on Form 10-K and quarterly reports on Form 10-Q (as referenced in company press releases) to review disclosures on research and development activities, general and administrative expenses, restructuring charges, and cash resources. These filings describe the company’s focus on selective cancer therapies, including its antibody-drug conjugate programs EO-3021, a Claudin 18.2 ADC, and EO-1022, a HER3 ADC in preclinical development, as discussed in its public communications.
Current reports on Form 8-K are particularly significant for understanding Elevation Oncology’s corporate evolution. A Form 8-K dated July 23, 2025 details the completion of a tender offer and merger with a subsidiary of Concentra Biosciences, through which Elevation Oncology became a wholly owned subsidiary and its common stock was converted into the right to receive cash and a contingent value right, subject to the terms of the merger agreement. The same filing explains the company’s request for Nasdaq to suspend trading and file a Form 25 to delist the shares, and notes the intention to file a Form 15 to terminate registration and suspend reporting obligations.
Subsequent regulatory steps are reflected in a Form 25 filed on July 23, 2025, which notifies the SEC of the removal of Elevation Oncology’s common stock from listing and registration on Nasdaq, and a Form 15 filed on August 4, 2025, which certifies the termination of registration of the common stock under Section 12(g) and the suspension of reporting duties under Sections 13 and 15(d). Together, these documents mark the end of Elevation Oncology’s status as a reporting company for its common stock.
On this filings page, AI-powered tools can help users quickly interpret complex regulatory language by summarizing key points from Forms 10-K, 10-Q, and 8-K, and by highlighting material events such as program discontinuations, restructuring activities, and the Concentra Biosciences acquisition. Historical insider and equity-related information referenced in merger-related disclosures, including the treatment of stock options, restricted stock units, and warrants, can also be reviewed through the underlying filings.
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.