Form 4: Elevation Oncology Director Disposes Shares and Options Following Concentra Biosciences Merger

Elevation Oncology Director Timothy P. Clackson disposed of all common stock and converted stock options as part of the company's acquisition by Concentra Biosciences for $0.36 per share plus a contingent value right.

Summary

• Elevation Oncology, Inc. (ELEV) completed its merger with Concentra Biosciences, LLC, through its subsidiary Concentra Merger Sub VI, Inc., on July 23, 2025.
• As part of the merger, all outstanding shares of Elevation Oncology common stock were acquired for an offer price of $0.36 per share in cash, plus one non-transferable contractual contingent value right (CVR).
• Director Timothy P. Clackson disposed of 47,330 shares of common stock at $0.36 per share.
• Immediately prior to the merger's effective time, all outstanding stock options became fully vested and exercisable.
• Unexercised options were cancelled and converted into cash equal to the excess of the $0.36 cash amount over the option's exercise price, plus one CVR per underlying share.
• Options with an exercise price equal to or greater than $0.36 were cancelled for no consideration.
• Timothy P. Clackson's options with exercise prices of $1.31, $1.47, and $3.35 were cancelled for no consideration.
• Timothy P. Clackson's 35,000 options with an exercise price of $0.3051 were converted into cash and CVRs, yielding $1,921.50 in cash and 35,000 CVRs.

Sentiment

Score: 3

Explanation: While the merger provides liquidity, the low cash price of $0.36 and the cancellation of out-of-the-money options for no consideration suggest a less favorable outcome for shareholders, particularly those who acquired shares or options at higher valuations. The CVR offers potential upside but is contingent.

Positives

• The merger provides liquidity to Elevation Oncology shareholders through a cash payment and potential future value via contingent value rights (CVRs).

Negatives

• Stock options held by the director with exercise prices above the $0.36 cash offer were cancelled for no consideration, resulting in a loss of potential value for those specific options.
• The cash offer price of $0.36 per share is a relatively low valuation for the common stock.

Risks

• The value of the contingent value rights (CVRs) is non-transferable and subject to future events and performance, introducing uncertainty regarding their ultimate realization.

Future Outlook

Elevation Oncology, Inc. is now a wholly-owned subsidiary of Concentra Biosciences, LLC. The future value for former shareholders who received CVRs will depend on the terms and conditions outlined in the Contingent Value Rights Agreement.

Industry Context

This filing reflects a completed acquisition in the biotechnology sector, specifically within oncology, indicating ongoing consolidation and strategic realignments among smaller biopharmaceutical companies. The use of contingent value rights (CVRs) is a common mechanism in biotech mergers to bridge valuation gaps and provide potential upside tied to future clinical or regulatory milestones.

Stakeholder Impact

• Shareholders received cash and contingent value rights in exchange for their shares, concluding their direct equity ownership in Elevation Oncology.
• Employees holding stock options were impacted by the vesting and conversion/cancellation of their options as per the merger agreement.

Next Steps

• The terms of the Contingent Value Rights Agreement will dictate any future payments or milestones related to the CVRs issued to former shareholders.

Key Dates

Keywords

Elevation Oncology, ELEV, Concentra Biosciences, Merger, Acquisition, Form 4, Insider Transaction, Stock Disposal, Stock Options, Contingent Value Right, CVR