UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
| ELEVATION ONCOLOGY, INC. |
| (Name of Issuer) |
|
|
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
|
|
| 28623U101 |
| (CUSIP Number) |
|
|
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 28623U101 | SCHEDULE 13G | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS OrbiMed Advisors LLC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o |
|||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 3,000,000 (1) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 3,000,000 (1) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 (1) | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8% | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| (1) | Includes (i) 1,500,000 shares of common stock, par value $0.0001 per share (“Shares”), of Elevation Oncology, Inc. and (ii) 1,500,000 Shares issuable upon the exercise of warrants to purchase Shares. |
| CUSIP No. 28623U101 | SCHEDULE 13G | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS OrbiMed Genesis GP LLC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o |
|||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 3,000,000 (1) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 3,000,000 (1) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 (1) | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| (1) | Includes (i) 1,500,000 shares of common stock, par value $0.0001 per share (“Shares”), of Elevation Oncology, Inc. and (ii) 1,500,000 Shares issuable upon the exercise of warrants to purchase Shares. |
| CUSIP No. 28623U101 | SCHEDULE 13G | Page 4 of 7 Pages |
| Item 1. | (a) Name of Issuer: |
Elevation Oncology, Inc.
| (b) Address of Issuer’s Principal Executive Offices: |
101 Federal Street, Suite 1900
Boston, Massachusetts 02110
| Item 2. | (a) Name of Person Filing: |
OrbiMed Advisors LLC
OrbiMed Genesis GP LLC
| (b) Address of Principal Business Office: |
601 Lexington Avenue, 54th Floor
New York, NY 10022
| (c) Citizenship: |
Please refer to Item 4 on each cover sheet for each filing person.
| (d) Title of Class of Securities: |
Common Stock, par value $0.0001 per share
| (e) CUSIP No.: |
28623U101
| CUSIP No. 28623U101 | SCHEDULE 13G | Page 5 of 7 Pages |
Item 3.
OrbiMed Genesis GP LLC (“Gensis GP”) is the general partner of OrbiMed Genesis Master Fund, L.P. OrbiMed Advisors LLC (“Advisors”) is an investment advisor in accordance with ss.240.13d-1(b)(1)(ii)(E) and is the managing member of Genesis GP.
| CUSIP No. 28623U101 | SCHEDULE 13G | Page 6 of 7 Pages |
Item 4. Ownership:
Information with respect the Reporting Persons’ ownership as of December 31, 2023 is incorporated by reference to items (5) – (9) and (11) of the cover page for the Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The Reporting Persons are holding 6.8% of the shares of Common Stock in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. Advisors exercises investment and voting power over the shares of Common Stock through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares of Common Stock reported herein.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.
| CUSIP No. 28623U101 | SCHEDULE 13G | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
|
OrbiMed Genesis GP LLC By: OrbiMed Advisors LLC, its Managing Member | |||
| By: | /s/ Carl L. Gordon | ||
| Name: | Carl L. Gordon | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| OrbiMed Advisors LLC | |||
| By: | /s/ Carl L. Gordon | ||
| Name: | Carl L. Gordon | ||
| Title: | Member | ||
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13G, dated December 31, 2023 (this “Schedule 13G”), with respect to the Common Stock, par value $0.0001 per share, of Elevation Oncology, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of this Schedule 13G and for the completeness and accuracy of the information concerning itself contained therein. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 14, 2024.
|
OrbiMed Genesis GP LLC By: OrbiMed Advisors LLC, its Managing Member | |||
| By: | /s/ Carl L. Gordon | ||
| Name: | Carl L. Gordon | ||
| Title: | Member of OrbiMed Advisors LLC | ||
| OrbiMed Advisors LLC | |||
| By: | /s/ Carl L. Gordon | ||
| Name: | Carl L. Gordon | ||
| Title: | Member | ||