Form 4: Elevation Oncology Director's Options Disposed in Concentra Biosciences Merger

Elevation Oncology director R. Michael Carruthers disposed of stock options as part of the company's acquisition by Concentra Biosciences, with most options cancelled for no consideration due to exercise prices exceeding the cash offer.

Summary

• R. Michael Carruthers, a Director of Elevation Oncology, Inc. (ELEV), reported the disposition of stock options on July 23, 2025.
• The disposition occurred as a result of the Agreement and Plan of Merger, dated June 8, 2025, between Elevation Oncology, Inc., Concentra Biosciences, LLC, and Concentra Merger Sub VI, Inc.
• On July 23, 2025, Concentra Biosciences completed a tender offer for all outstanding shares of Elevation Oncology common stock at an offer price of $0.36 per share in cash (the "Cash Amount") plus one non-transferable contractual contingent value right (CVR).
• Immediately prior to and conditioned upon the effective time of the merger, all outstanding stock options became fully vested and exercisable.
• Options not exercised prior to the merger were cancelled and converted into the right to receive cash equal to the product of (1) the excess of the Cash Amount 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 Cash Amount ($0.36) were cancelled for no consideration.
• The director disposed of options for 47,330 shares at an exercise price of $3.09, 15,619 shares at $1.31, 31,238 shares at $1.47, 35,000 shares at $3.35, and 35,000 shares at $0.3051.
• Options with exercise prices of $3.09, $1.31, $1.47, and $3.35 were cancelled for no consideration as their exercise prices exceeded the $0.36 cash offer.
• Only the option for 35,000 shares with an exercise price of $0.3051 would have yielded cash consideration ($0.0549 per share) in addition to CVRs.

Sentiment

Score: 3

Explanation: The sentiment is negative for the reporting person's specific option holdings, as the majority of their options were cancelled for no consideration due to their exercise prices exceeding the merger's cash offer. While the merger itself provides a resolution for the company, the outcome for these particular insider holdings is unfavorable.

Positives

• The completion of the merger provides liquidity to Elevation Oncology shareholders who participated in the tender offer.
• Shareholders and eligible option holders received Contingent Value Rights (CVRs), offering potential future value based on specific milestones.
• The director's option for 35,000 shares with an exercise price of $0.3051 yielded cash consideration and CVRs.

Negatives

• The majority of the director's stock options, totaling 128,887 shares (out of 164,187 total), were cancelled for no consideration.
• The exercise prices of these cancelled options ($3.09, $1.31, $1.47, $3.35) were significantly higher than the $0.36 cash offer per share, resulting in a loss of potential value for the director from these specific holdings.

Future Outlook

The filing primarily reports a completed transaction. The future outlook for Elevation Oncology as an independent entity is no longer applicable as it has become a wholly-owned subsidiary of Concentra Biosciences. The future value for former shareholders and eligible option holders now depends on the terms and potential payouts of the Contingent Value Rights (CVRs).

Industry Context

This filing reflects a common trend of consolidation within the biotechnology and pharmaceutical sectors, where larger entities acquire smaller companies, often for their specific drug candidates or technological platforms. The inclusion of Contingent Value Rights (CVRs) is a frequent mechanism in biotech M&A to bridge valuation gaps and share future risks and rewards related to clinical or regulatory milestones.

Comparison to Industry Standards

• Direct comparison to industry standards is limited as the filing primarily details the disposition of insider stock options post-merger.
• The specific terms of the Contingent Value Rights (CVRs) are not detailed, which would be crucial for assessing the overall deal value against comparable biotech acquisitions.
• The cash component of $0.36 per share is a specific deal term, not a general market benchmark.

Stakeholder Impact

• Shareholders: Received $0.36 cash per share plus one CVR for their common stock.
• Option Holders: Options were converted to cash (if in-the-money relative to the $0.36 cash offer) and CVRs, or cancelled for no consideration (if out-of-the-money relative to the $0.36 cash offer).

Key Dates

Keywords

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