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

Elevation Oncology, Inc. Director Julie M. Cherrington disposed of all her stock options as part of the company's acquisition by Concentra Biosciences, LLC.

Summary

• Julie M. Cherrington, a Director of Elevation Oncology, Inc., reported the disposition of her derivative securities on July 23, 2025, due to the completion of the merger with Concentra Biosciences, LLC.
• The merger was executed through a tender offer by Concentra Merger Sub VI, Inc., a wholly-owned subsidiary of Concentra Biosciences, LLC, for all outstanding shares of Elevation Oncology, Inc. common stock.
• The offer price was $0.36 per share in cash, plus one non-transferable contractual contingent value right (CVR) per share.
• As a result of the merger, all outstanding stock options became fully vested and exercisable immediately prior to the merger's effective time.
• Unexercised options were cancelled and converted into a cash amount equal to the product of (1) the excess of the $0.36 cash offer price over the option's exercise price, and (2) the number of shares underlying the option, plus one CVR per underlying share.
• Options with an exercise price equal to or greater than the $0.36 cash offer price were cancelled for no consideration.
• Ms. Cherrington disposed of 55,000 stock options with an exercise price of $4.41, which were cancelled for no consideration.
• She also disposed of 35,000 stock options with an exercise price of $3.35, which were cancelled for no consideration.
• Additionally, 35,000 stock options with an exercise price of $0.3051 were disposed of, converting into cash and CVRs. This resulted in a cash payment of $1,921.50 (calculated as ($0.36 $0.3051) * 35,000) and 35,000 CVRs.

Sentiment

Score: 2

Explanation: The sentiment is highly negative for existing shareholders and option holders with high exercise prices. The acquisition price of $0.36 per share is extremely low, leading to significant losses for many investors and the cancellation of a large number of options for no consideration. While the merger provides an exit, the terms are highly unfavorable for those who invested at higher valuations, reflecting a distressed outcome for the company.

Positives

• The completion of the merger provides liquidity to Elevation Oncology, Inc. shareholders and option holders (for in-the-money options).
• The in-the-money options held by the director were converted into cash and CVRs, providing some value.

Negatives

• A significant portion of the director's stock options (90,000 out of 125,000) were cancelled for no consideration because their exercise prices ($4.41 and $3.35) were substantially higher than the $0.36 cash offer price.
• The cash offer price of $0.36 per share is extremely low, indicating a significant decline in the company's valuation prior to the acquisition, likely resulting in substantial losses for many shareholders.

Risks

• The value of the contingent value rights (CVRs) is uncertain and depends on future events, introducing a speculative element to the total consideration received.
• The extremely low cash offer price suggests that Elevation Oncology, Inc. may have been in a distressed financial position or had limited future prospects as an independent entity.

Future Outlook

Elevation Oncology, Inc. is now a wholly-owned subsidiary of Concentra Biosciences, LLC, indicating its future operations will be integrated under Concentra's umbrella. The contingent value rights (CVRs) represent potential future payouts to former shareholders and option holders based on specific contingent events outlined in the CVR Agreement.

Industry Context

This transaction represents a typical acquisition in the biotechnology or pharmaceutical sector, where a smaller, often clinical-stage company like Elevation Oncology is acquired by a larger entity. The low per-share cash consideration suggests that Elevation Oncology's pipeline or market position may have been significantly devalued prior to the merger, possibly due to clinical trial outcomes, market conditions, or strategic challenges. Such acquisitions can provide an exit for investors in companies facing significant hurdles or seeking to integrate their assets into a broader portfolio.

Comparison to Industry Standards

• The cash offer price of $0.36 per share is exceptionally low for a public company acquisition, especially when compared to typical premiums seen in biotech mergers and acquisitions.
• Many biotech acquisitions, such as Gilead Sciences' acquisition of Kite Pharma for $11.9 billion (approximately $180 per share) or Bristol-Myers Squibb's acquisition of Celgene for $74 billion (approximately $102.43 per share), involve significantly higher per-share values and substantial premiums over pre-announcement trading prices.
• The cancellation of a large number of out-of-the-money options for no consideration is a strong indicator of the company's diminished value, contrasting with acquisitions where options are often rolled over or cashed out at a premium.
• The inclusion of CVRs is common in biotech deals, particularly when future milestones (e.g., regulatory approvals, sales targets) are uncertain, but the low cash component here suggests the CVRs are a critical, yet speculative, part of the total consideration for a company with limited standalone value.

Stakeholder Impact

• Shareholders: Received a cash payment of $0.36 per share plus one CVR, which likely represents a significant loss for many who invested at higher prices.
• Option Holders: In-the-money options were converted into cash and CVRs, while out-of-the-money options were cancelled for no consideration, resulting in losses for those holders.
• Employees: As Elevation Oncology, Inc. is now a wholly-owned subsidiary, there may be integration and restructuring efforts that could impact employees.

Next Steps

• Elevation Oncology, Inc. will continue its operations as a wholly-owned subsidiary of Concentra Biosciences, LLC.
• Former shareholders and option holders will await potential future payouts from the contingent value rights (CVRs) based on the achievement of specific milestones.

Key Dates

Recommendation

The company has been acquired at a very low price of $0.36 per share, indicating a significant loss of value for prior investors. The stock will likely be delisted or cease independent trading. For any remaining shares, the recommendation is to sell to realize the cash component and CVRs, as the independent trading life of the stock is over and there is no further upside potential from the company's standalone operations.

Keywords

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