Form 4: Elevation Oncology CFO Reports Share and Option Dispositions Following Merger Completion

Elevation Oncology's Chief Financial Officer, Tammy Furlong, disposed of common stock and had stock options cancelled as part of the company's merger with Concentra Biosciences.

Summary

• Tammy Furlong, Chief Financial Officer of Elevation Oncology, Inc. (ELEV), disposed of 37,957 shares of common stock at $0.36 per share on July 23, 2025.
• This transaction was a direct result of the Agreement and Plan of Merger, dated June 8, 2025, between Elevation Oncology, Concentra Biosciences, LLC, and Concentra Merger Sub VI, Inc.
• The merger involved a tender offer completed on July 23, 2025, where all outstanding shares of Elevation Oncology common stock were acquired for an offer price of $0.36 per share in cash (the "Cash Amount") plus one non-transferable contractual contingent value right (CVR).
• Following the tender offer, Merger Sub merged with and into Elevation Oncology, making Elevation Oncology a wholly-owned subsidiary of Concentra Biosciences.
• Immediately prior to the merger's effective time, all outstanding stock options held by Ms. Furlong became fully vested and exercisable.
• Unexercised options were cancelled and converted into a cash amount (equal to the excess of the $0.36 Cash Amount over the option's exercise price, multiplied by the number of underlying shares) and one CVR per underlying share.
• Stock options with an exercise price equal to or greater than the $0.36 Cash Amount were cancelled for no consideration.
• Ms. Furlong's stock options, with exercise prices ranging from $0.6717 to $3.31, were cancelled, resulting in zero beneficially owned shares or options after the transaction.

Sentiment

Score: 6

Explanation: The filing details the expected disposition of securities by an officer following a pre-announced merger. While some options were cancelled for no consideration, common shareholders received a cash payment and a CVR, which offers potential future value. This is a standard outcome for an acquisition.

Positives

• The merger provided a cash payout of $0.36 per share for common stock holders.
• Shareholders also received a Contingent Value Right (CVR), offering potential future value based on specific milestones or events.
• Outstanding stock options became fully vested and exercisable prior to the merger, allowing holders to realize value if the exercise price was below the cash offer.

Negatives

• Options with an exercise price equal to or greater than the $0.36 cash amount were cancelled for no consideration, meaning holders of these specific options received no cash value from the merger.
• Elevation Oncology ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary, which removes its stock from public trading.

Risks

• The value of the Contingent Value Right (CVR) is uncertain and dependent on future events, which may not materialize, potentially leading to no additional value for CVR holders.

Future Outlook

NA

Industry Context

This transaction reflects the ongoing consolidation trend within the biotechnology and pharmaceutical sectors, where larger entities acquire smaller, often clinical-stage, companies to expand their pipelines or gain access to specific technologies. The inclusion of a Contingent Value Right (CVR) is a common mechanism in biotech mergers to bridge valuation gaps and share future upside potential related to clinical or regulatory milestones.

Comparison to Industry Standards

• The acquisition of Elevation Oncology by Concentra Biosciences, including a cash component and a Contingent Value Right (CVR), aligns with common deal structures observed in the biotechnology industry for companies with assets in development.
• Similar CVR structures have been used in acquisitions like Sanofi's acquisition of Kadmon Holdings, where CVRs were tied to the approval of specific drugs, or Roche's acquisition of Spark Therapeutics, which also included a CVR component.
• The $0.36 cash per share, while seemingly low, must be evaluated in the context of Elevation Oncology's clinical stage and financial position prior to the merger, and the potential future value from the CVR. Without specific financial performance metrics or pipeline details for Elevation Oncology in this filing, a direct comparison to specific comparable companies' acquisition multiples is not feasible, but the structure itself is standard.

Stakeholder Impact

• Shareholders: Received $0.36 cash per share and one CVR per share, effectively cashing out their investment in the public entity and gaining potential future upside from the CVR.
• Employees (including option holders): Options were fully vested and converted to cash (if in-the-money) and CVRs, providing a liquidity event for their equity compensation. Employees of Elevation Oncology are now part of Concentra Biosciences.

Next Steps

• The company, Elevation Oncology, Inc., is now a wholly-owned subsidiary of Concentra Biosciences, LLC.
• The value of the Contingent Value Rights (CVRs) will depend on future events and milestones as defined in the CVR Agreement.

Key Dates

Recommendation

The company has been acquired and is no longer publicly traded, so there is no active stock to buy or sell. For former shareholders, the recommendation would be to 'hold' the Contingent Value Rights (CVRs) if they believe in the potential for future payouts, as these are non-transferable and represent the remaining potential value from the acquisition.

Keywords

Elevation Oncology, ELEV, Concentra Biosciences, Merger, Tender Offer, SEC Form 4, Insider Transaction, Stock Options, Contingent Value Right, CFO, Corporate Acquisition, Biotechnology