Form 4: Elevation Oncology Director Disposes of Options Following Merger Completion

Elevation Oncology Director Darcy Mootz disposed of all stock options as part of the company's merger with Concentra Biosciences, receiving cash and contingent value rights.

Summary

• Elevation Oncology, Inc. (ELEV) completed its merger with Concentra Biosciences, LLC, through its subsidiary Concentra Merger Sub VI, Inc., on July 23, 2025.
• The merger involved a tender offer for all outstanding shares of Elevation Oncology common stock at an offer price of $0.36 per share in cash, plus one non-transferable contractual contingent value right (CVR) per share.
• As part of the merger, all outstanding stock options to purchase Elevation Oncology shares became fully vested and exercisable immediately prior to the merger's effective time.
• Unexercised options were cancelled and converted into the right to receive cash equal to the product of the cash offer amount minus the option's exercise price, multiplied by the number of underlying shares, plus one CVR per underlying share.
• Options with an exercise price equal to or greater than the $0.36 cash amount were cancelled for no cash consideration.
• Darcy Mootz, a Director of Elevation Oncology, disposed of 55,000 stock options with an exercise price of $2.74, 35,000 stock options with an exercise price of $3.35, and 35,000 stock options with an exercise price of $0.3051, all on July 23, 2025, due to the merger.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the merger completion provides a definitive outcome for the company and its shareholders, the disposition of a significant portion of the director's options for no cash consideration due to being out-of-the-money relative to the cash offer is a negative for the individual's immediate financial realization from those options. The CVRs introduce future uncertainty.

Positives

• The merger of Elevation Oncology, Inc. with Concentra Biosciences, LLC was successfully completed, providing liquidity to shareholders and option holders.
• The inclusion of Contingent Value Rights (CVRs) offers potential future value to former shareholders and option holders based on specific future events or milestones.

Negatives

• Two tranches of stock options held by Darcy Mootz (55,000 shares at $2.74 exercise price and 35,000 shares at $3.35 exercise price) were cancelled for no cash consideration, as their exercise prices were significantly higher than the $0.36 cash offer per share.
• The value of the Contingent Value Rights (CVRs) is uncertain and dependent on future events, introducing a speculative component to the merger consideration.

Future Outlook

Elevation Oncology, Inc. has become a wholly-owned subsidiary of Concentra Biosciences, LLC. The future value for former shareholders and option holders is now partially tied to the performance and terms of the Contingent Value Rights (CVRs).

Industry Context

This transaction represents a typical acquisition scenario in the biotechnology and pharmaceutical industry, where smaller, often clinical-stage, companies are acquired by larger entities. The use of Contingent Value Rights (CVRs) is a common mechanism in biotech M&A to bridge valuation gaps and share future risks and rewards related to clinical milestones or regulatory approvals.

Comparison to Industry Standards

• The use of Contingent Value Rights (CVRs) in the merger consideration is a common practice in biotech and pharmaceutical acquisitions, particularly when the acquired company has pipeline assets with uncertain future value, allowing for a portion of the acquisition price to be tied to future performance or milestones.

Stakeholder Impact

• Shareholders received a combination of cash and Contingent Value Rights (CVRs) for their shares.
• Option holders received cash (if their options were in-the-money relative to the cash offer) and CVRs for their cancelled options.

Next Steps

• The company will operate as a wholly-owned subsidiary of Concentra Biosciences, LLC.
• The value of the Contingent Value Rights (CVRs) will depend on the achievement of specific future milestones as outlined in the CVR Agreement.

Key Dates

Recommendation

The company has been acquired and is now a wholly-owned subsidiary, meaning its common stock will likely be delisted. For existing shareholders, the investment is now converted into a fixed cash amount and contingent value rights (CVRs). The 'hold' recommendation applies to the CVRs, as their value is dependent on future events and milestones, requiring holders to await these outcomes.

Keywords

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