SCHEDULE 13G/A: Tang Capital Entities Maintain 9.99% Passive Stake in Elevation Oncology, Inc.
Beneficial Ownership Disclosure
Tang Capital Management, LLC and its affiliated entities, including Kevin Tang, have disclosed a continued passive beneficial ownership of 9.99% in Elevation Oncology, Inc., comprising common stock and currently exercisable warrants.
Summary
- Tang Capital Management, LLC, Kevin Tang, and their affiliated entities (Tang Capital Partners, LP, Tang Capital Partners International, LP, and Tang Capital Partners III, Inc.) collectively beneficially own 6,043,921 shares of Elevation Oncology, Inc. common stock.
- This ownership represents 9.99% of the Issuer's total outstanding common stock.
- The stake is composed of 4,760,000 shares of common stock and 1,283,921 shares currently issuable upon the exercise of warrants.
- The percentage is calculated based on 60,499,716 total outstanding shares, which includes 59,215,795 shares outstanding as of February 28, 2025, plus the 1,283,921 warrant-exercisable shares.
- All reporting persons share both voting and dispositive power over these beneficially owned shares.
- A contractual limitation prevents Tang Capital Partners, LP from exercising warrants if it would result in their beneficial ownership exceeding 9.99% of the Issuer's outstanding common stock, despite owning a total of 3,750,000 warrants.
Sentiment
Score: 5
Explanation: The document is a routine Schedule 13G filing disclosing passive beneficial ownership, which is a factual regulatory update and does not inherently convey positive or negative sentiment regarding the issuer's operational performance or outlook.
Positives
- The disclosure of a 9.99% passive beneficial ownership stake by Tang Capital Management and its affiliated entities, including Kevin Tang, signals a continued significant investment interest in Elevation Oncology, Inc.
Negatives
- The contractual limitation on warrant exercise, which caps beneficial ownership at 9.99%, restricts Tang Capital Partners, LP from immediately converting all 3,750,000 of its warrants into common stock, potentially limiting the investor's immediate flexibility and upside from these instruments.
Risks
- The beneficial ownership of the reporting persons is capped at 9.99% of the Issuer's outstanding common stock due to a contractual limitation on the exercise of warrants, preventing the immediate conversion of all 3,750,000 warrants owned by Tang Capital Partners, LP.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant passive investor's stake in the company, offering insight into the shareholder base.
Key Dates
| Date | Description |
|---|---|
| 06/09/2023 | Date of Issuer's Prospectus filed pursuant to Rule 424(b)(5), where the Warrants were defined. |
| 02/28/2025 | Date as of which 59,215,795 shares of Common Stock were outstanding, as reported in the Issuer's Annual Report on Form 10-K. |
| 03/31/2025 | Date of event which required the filing of this statement. |
| 05/15/2025 | Date of filing and signatures for the Schedule 13G Amendment No. 2. |
Keywords
Elevation Oncology, Common Stock, Schedule 13G, Beneficial Ownership, Tang Capital Management, Kevin Tang, Warrants, Passive Investment, Biotechnology
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