[SCHEDULE 13G/A] Elevation Oncology, Inc. Common stock SEC Filing

Rhea-AI Filing Summary

Elevation Oncology, Inc. Schedule 13G/A discloses that Tang Capital entities and Kevin Tang beneficially own 3,115,000 shares of common stock, representing 4.997% of the class on a fully-diluted basis. The 3,115,000 shares are currently issuable upon exercise of warrants that are immediately exercisable and expire five years from issuance. The filing states the 62,338,729-share denominator used (59,223,729 outstanding as of May 9, 2025 plus 3,115,000 warrants). Voting and dispositive power over these shares is shared among Tang Capital Management, Tang Capital Partners, LP and Kevin Tang. The filing affirms these holdings are not for control purposes.

Positive

• Clear disclosure of beneficial ownership and allocation among Tang Capital entities and Kevin Tang
• Warrants are immediately exercisable, making the economic interest currently actionable

Negative

• Position is just under 5%, meaning limited influence on corporate control despite being sizable
• Exercise limitation prevents increasing ownership above 9.99%, constraining potential scale of stake

Insights

Financial Analyst

TL;DR: Tang Capital and Kevin Tang hold near-5% of ELEV via immediately-exercisable warrants; position is sizable but below control threshold.

The reported 3,115,000-share position equals 4.997% on a fully-diluted basis, derived from 59,223,729 reported outstanding shares plus the warrants. Because the shares are currently issuable upon exercise, the economic stake is real but constrained by the issuer cap that prevents exceeding 9.99% on exercise. For investors, this represents meaningful minority exposure without a declared intent to influence control; the filing provides transparency on ownership concentration and exercise mechanics.

Corporate Governance Expert

TL;DR: Disclosure demonstrates coordinated shared voting/dispositive power but affirms no purpose to change issuer control.

The Schedule 13G/A shows shared voting and dispositive authority among affiliated entities and an individual, which is properly disclosed. The filing includes the exercise restrictions tied to the warrants and a certification that the position was not acquired to influence control. From a governance standpoint, this is a routine ownership disclosure that signals alignment among related parties while staying below the 5% control concern threshold.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Elevation Oncology, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

28623U101

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 28623U101

1

Names of Reporting Persons

TANG CAPITAL MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,115,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,115,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,115,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.997 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Tang Capital Management, LLC ("TCM") beneficially owns 3,115,000 shares of the Issuer's Common Stock, all of which are currently issuable upon exercise of Warrants (the "Warrants," as defined in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on June 9, 2023). The percentages used herein are based on 62,338,729 shares of Common Stock outstanding, which is comprised of: (i) 59,223,729 shares of Common Stock outstanding as of May 9, 2025, as set forth in the Issuer's Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on May 15, 2025 and (ii) 3,115,000 shares currently issuable upon exercise of Warrants. TCM shares voting and dispositive power over such shares with Tang Capital Partners, LP ("TCP") and Kevin Tang.

SCHEDULE 13G

CUSIP No. 28623U101

1

Names of Reporting Persons

KEVIN TANG

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,115,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,115,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,115,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.997 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Kevin Tang beneficially owns 3,115,000 shares of the Issuer's Common Stock, all of which are currently issuable upon exercise of Warrants. Kevin Tang shares voting and dispositive power over such shares with TCP and TCM.

SCHEDULE 13G

CUSIP No. 28623U101

1

Names of Reporting Persons

TANG CAPITAL PARTNERS, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,115,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,115,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,115,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.997 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: TCP beneficially owns 3,115,000 shares of the Issuer's Common Stock, all of which are currently issuable upon exercise of Warrants. TCP owns 3,115,000 of the Issuer's Warrants, which are each exercisable for one share of the Issuer's Common Stock. The Warrants are immediately exercisable and expire five years from the date of issuance. TCP may not exercise any portion of the Warrants for shares of Common Stock if, as a result of the exercise, TCP, together with its affiliates and any other person or entity acting as a group, would own more than 9.99% of the Issuer's outstanding shares of Common Stock after exercise. The foregoing limitations remain in effect with respect to the Warrants, and, accordingly, all 3,115,000 shares are currently issuable upon exercise of the Warrants. TCP shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13G

CUSIP No. 28623U101

1

Names of Reporting Persons

TANG CAPITAL PARTNERS INTERNATIONAL, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 28623U101

1

Names of Reporting Persons

TANG CAPITAL PARTNERS III, INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 28623U101

1

Names of Reporting Persons

TANG CAPITAL PARTNERS IV, INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Elevation Oncology, Inc.
(b)	Address of issuer's principal executive offices: 101 Federal Street, Suite 1900, Boston, MA, 02110
Item 2.
(a)	Name of person filing: This Statement on Schedule 13G (this "Statement") is filed by TCM, the general partner of TCP and Tang Capital Partners International, LP ("TCPI"); Kevin Tang, the manager of TCM and Chief Executive Officer of Tang Capital Partners III, Inc. ("TCP III") and Tang Capital Partners IV, Inc. ("TCP IV"); TCP; TCPI; TCP III; and TCP IV.
(b)	Address or principal business office or, if none, residence: The address of TCM, Kevin Tang, TCP and TCPI is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 400 S. 4th Street, 3rd Floor, Las Vegas, NV 89101.
(c)	Citizenship: TCM is a Delaware limited liability company. Mr. Tang is a United States citizen. TCP and TCPI are Delaware limited partnerships. TCP III and TCP IV are Nevada corporations that are indirectly wholly owned by TCP.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 28623U101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,115,000
(b)	Percent of class: 4.997%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0 shares
	(ii) Shared power to vote or to direct the vote: 3,115,000 shares
	(iii) Sole power to dispose or to direct the disposition of: 0 shares
	(iv) Shared power to dispose or to direct the disposition of: 3,115,000 shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.replace the text here.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TANG CAPITAL MANAGEMENT, LLC

Signature:	/s/ Kevin Tang
Name/Title:	Manager
Date:	08/14/2025

KEVIN TANG

Signature:	/s/ Kevin Tang
Name/Title:	Self
Date:	08/14/2025

TANG CAPITAL PARTNERS, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	08/14/2025

TANG CAPITAL PARTNERS INTERNATIONAL, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	08/14/2025

TANG CAPITAL PARTNERS III, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/14/2025

TANG CAPITAL PARTNERS IV, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/14/2025

FAQ

How many shares of ELEV does Tang Capital beneficially own?

Tang Capital entities and Kevin Tang beneficially own 3,115,000 shares currently issuable upon exercise of warrants.

What percent of ELEV does the 3,115,000 shares represent?

The filing states this represents 4.997% of the class based on a 62,338,729 share denominator.

Are the warrants exercisable now for ELEV (ELEV) shares?

Yes. The warrants are described as immediately exercisable and expire five years from issuance.

Does Tang Capital intend to change or influence control of ELEV?

The certification in the filing states the securities were not acquired and are not held for the purpose of changing or influencing control.

Are there limits on exercising the warrants for ELEV shares?

Yes. TCP may not exercise warrants to the extent doing so would cause ownership to exceed 9.99% of outstanding common stock.