[S-8 POS] Elevation Oncology, Inc. Common stock SEC Filing

Rhea-AI Filing Summary

UiPath, Inc. (PATH) – Form 144 filing

ICE Vulcan Holding Limited, which originally received founder shares on 04/21/2021, has notified the SEC of its intent to sell up to 1,000,000 Class A common shares through Morgan Stanley Smith Barney on or after 07/23/2025. At the filing’s reference price of $12.59, the block is valued at $12.59 million and equals roughly 0.22 % of UiPath’s 457.6 million shares outstanding.

The notice also details an active Rule 10b5-1 program: over the past three months the same holder executed ≈1.97 million share sales across 45 transactions, generating about $27.8 million in gross proceeds. No operating or financial metrics are provided; the signatory attests that no undisclosed material information exists.

While the proposed sale is modest relative to the float, continuing insider distribution may add incremental supply pressure and warrants monitoring by investors.

Positive

• Transparent disclosure via timely Form 144 and Rule 10b5-1 plan signals adherence to insider-trading safeguards.

Negative

• Additional 1 million shares (0.22 % of float) set to hit the market, adding to ≈1.97 million shares already sold in prior three months.
• Ongoing insider sales may pressure short-term share price and influence investor sentiment.

Insights

Equity Analyst

TL;DR: Modest but steady insider selling; neutral-to-slightly negative for near-term sentiment.

The 1 million-share Form 144 equals just 0.22 % of outstanding shares, yet follows nearly 2 million shares sold in the prior quarter under a 10b5-1 plan. Aggregate insider supply of almost 3 million shares (~0.65 % of float) in four months could weigh on short-term trading, especially given PATH’s historically high float turnover. The filing contains no business updates, so valuation fundamentals remain unchanged; however, persistent distribution by a founding holder typically signals portfolio rebalancing rather than corporate weakness. Overall impact is limited but directionally negative for momentum-focused investors.

Corporate Governance Specialist

TL;DR: Filing follows Rule 144 & 10b5-1 protocols, indicating procedural compliance.

The seller disclosed the sale in advance, used a well-established broker, and referenced a pre-arranged 10b5-1 plan—hallmarks of strong governance and transparency. The representation that no material non-public information is held further mitigates insider-trading risk. Frequency of sales suggests disciplined diversification rather than abrupt exit. From a governance viewpoint, the event is routine and non-impactful.

As filed with the Securities and Exchange Commission on July 23, 2025

Registration No. 333-285616

Registration No. 333-277688

Registration No. 333-270386

Registration No. 333-263250

Registration No. 333-257377

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-285616

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-277688

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-270386

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-263250

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-257377

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ELEVATION ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		84-1771427
(State or other jurisdiction of incorporation or organization)		(IRS employer identification number)

101 Federal Street, Suite 1900

Boston, MA 02110

(Address of Principal Executive Offices, including Zip Code)

2019 Stock Incentive Plan

2021 Equity Incentive Plan

2021 Employee Stock Purchase Plan

(Full title of the Plans)

Michael Hearne

Chief Financial Officer

Elevation Oncology, Inc.

4747 Executive Drive, Suite 210

San Diego, California 92121

(858) 281-5372

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Ryan A. Murr

Gibson, Dunn & Crutcher LLP

One Embarcadero Center Suite 2600

San Francisco, California 94111

(415) 393-8200

Robert A. Freedman, Esq.

David K. Michaels, Esq.

Ryan G. Mitteness, Esq.

Fenwick and West LLP

401 Union Street, Floor 5

Seattle, WA 98101

(206) 389-4510

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”) filed by Elevation Oncology, Inc., a Delaware corporation (the “Registrant”), to deregister all shares of the Registrant’s common stock, $0.0001 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”).

 • Registration Statement on Form S-8 (No. 333-257377) pertaining to the registration of (i) 2,339,748 Shares issuable under the 2021 Equity Incentive Plan (the “2021 Plan”), (ii) 228,222 Shares issuable under the 2021 Employee Stock Purchase Plan (the “ESPP”) and (iii) 2,403,343 Shares issuable under the 2019 Stock Incentive Plan (the “2019 Plan”).

• Registration Statement on Form S-8 (No. 333-263250) pertaining to the registration of (i) 1,160,296 Shares issuable under the 2021 Plan and (ii) 232,059 Shares issuable under the ESPP.

• Registration Statement on Form S-8 (No. 333-270386) pertaining to the registration of (i) 1,165,626 Shares issuable under the 2021 Plan and (ii) 233,125 Shares issuable under the ESPP.

• Registration Statement on Form S-8 (No. 333-277688) pertaining to the registration of (i) 2,121,127 Shares issuable under the 2021 Plan and (ii) 424,225 Shares issuable under the ESPP.

• Registration Statement on Form S-8 (No. 333-285616) pertaining to the registration of (i) 2,956,557 Shares issuable under the 2021 Plan and (ii) 591,311 Shares issuable under the ESPP.

The Registrant is filing these Post-Effective Amendments to withdraw and remove any unissued and unsold securities issuable by Registration pursuant to the above-referenced Registration Statements.

On June 8, 2025, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), and Concentra Merger Sub VI, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on July 23, 2025, Merger Sub was merged with and into the Registrant with the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”). In the Merger, each share of Common Stock (the “Shares”) (other than (i) Shares owned or held in the Company’s treasury immediately prior to the Effective Time, (ii) Shares owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time and (iii) Shares held by any stockholder of the Registrant who properly exercised appraisal rights under Delaware law) was converted into the right to receive (i) $0.36 per Share in cash and (ii) one non-transferable contractual contingent value right for each Share.

As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all such securities registered under the Registration Statements that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statements.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on July 23, 2025. No other person is required to sign these Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.

ELEVATION ONCOLOGY, INC.

/s/ Michael Hearne

Name: Michael Hearne

Title: Chief Financial Officer

FAQ

How many UiPath (PATH) shares are being registered for sale?

The Form 144 covers 1,000,000 Class A common shares.

What is the estimated market value of the proposed sale?

At $12.59 per share, the block is valued at $12.59 million.

When could the insider begin selling the shares?

The approximate sale date listed is 07/23/2025 on the NYSE.

How significant is the sale relative to UiPath’s share count?

The filing represents about 0.22 % of the 457.6 million shares outstanding.

Were there other recent insider sales?

Yes. The same holder sold ≈1.97 million shares over the last three months under a Rule 10b5-1 program.