Elevation Oncology, Inc.: M&A transaction — Elevation Oncology completes acquisition by Concentra Biosciences, shares delisted

Elevation Oncology, Inc.

Concentra Biosciences acquires Elevation Oncology for $0.36 per share plus contingent value right (CVR).
67.09% of shares tendered in the offer, satisfying the Minimum Tender Condition.
All directors resign at closing; Kevin Tang becomes sole director of the surviving corporation.
CEO/CFO Tammy Furlong terminated without cause, receives 12 months salary plus $600,000 lump sum.
Company requests delisting from Nasdaq and deregistration under Exchange Act.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Elevation Oncology, Inc.: Amended and restated bylaws in their entirety.

Change: bylaw amendment

Exact text from the filing

the Company’s certificate of incorporation and bylaws were amended and restated in their entirety

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Elevation Oncology, Inc.: Amended and restated certificate of incorporation in its entirety.

Change: charter amendment

Exact text from the filing

the Company’s certificate of incorporation and bylaws were amended and restated in their entirety

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Elevation Oncology, Inc. completed an acquisition involving Concentra Merger Sub VI, Inc. (a wholly owned subsidiary of Concentra Biosciences, LLC) for $0.36 per share plus one contingent value right (CVR) per share (closed 2025-07-23).

Action: acquisition
Counterparty: Concentra Merger Sub VI, Inc. (a wholly owned subsidiary of Concentra Biosciences, LLC)
Consideration: $0.36 per share plus one contingent value right (CVR) per share
Closing: 2025-07-23

Exact text from the filing

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on July 23, 2025, Merger Sub completed a tender offer to purchase all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “ Common Stock ” and shares of Common Stock, “ Shares ”), in exchange for (i) $0.36 in cash per Share (the “Cash Amount”); plus (ii) one non-transferable contractual contingent value right per Share (each, a “CVR,” and each CVR together with the Cash Amount, the “ Offer Price ”), which CVR represents the right to receive potential payments pursuant to the terms and subject to the conditions of the contingent value rights agreement (the “ CVR Agreement ”), dated July 23, 2025, by and among Concentra, Merger Sub, Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, and Fortis Advisors LLC, a Delaware limited liability company, all subject to and in accordance with the terms and conditions set forth in the Offer

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Source: SEC EDGAR

accession 0001140361-25-026864

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