ELEVATION ONCOLOGY, INC.

101 Federal Street, Suite 1900

Boston, Massachusetts 02110

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

April 26, 2024

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Elevation Oncology, Inc. (“Elevation Oncology” or the “Company”), for use at Elevation Oncology’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), to be held via a virtual meeting. You will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/ELEV2024 on June 13, 2024, at 9:00 a.m. Eastern Time, and any adjournment or postponement thereof. You will need the control number included on your proxy card or voting instruction form or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual Annual Meeting.

We are making this proxy statement (the “Proxy Statement”), the accompanying form of proxy and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), first available to stockholders on or about April 26, 2024. An electronic copy of the Proxy Statement and the Annual Report are available at https://investors.elevationoncology.com/sec-filings.

Internet Availability of Proxy Materials

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies to each stockholder. On or about April 26, 2024, we expect to send to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our proxy materials, including the Proxy Statement and the Annual Report. The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail or an electronic copy of the proxy materials by email.

This process is designed to reduce our environmental impact and lower the costs of printing and distributing our proxy materials without impacting our stockholders’ timely access to this important information. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.

GENERAL INFORMATION ABOUT THE MEETING

Purpose of the Annual Meeting

At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement. In addition, we will consider any other matters that are properly presented for a vote at the meeting. We are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly presented for a vote at the meeting, the persons named in the proxy, who are officers of the company, have the authority in their discretion to vote the shares represented by the proxy.

Record Date; Quorum

Only holders of record of common stock at the close of business on April 15, 2024, the record date, will be entitled to vote at the Annual Meeting. At the close of business on April 15, 2024, 54,638,262 shares of common stock were outstanding and entitled to vote.

The holders of a majority of the voting power of the shares of stock entitled to vote at the Annual Meeting as of the record date must be present or represented by proxy at the Annual Meeting in order to hold the meeting and conduct

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business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote online at the virtual Annual Meeting or if you have properly submitted a proxy.

GENERAL PROXY INFORMATION

Voting Rights; Required Vote

Each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on April 15, 2024, the record date. You may vote all shares owned by you at such date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Dissenters’ rights are not applicable to any of the matters being voted on.

Stockholder of Record: Shares Registered in Your Name. If on April 15, 2024, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting, or vote in advance through the internet or by telephone, or if you request to receive paper proxy materials by mail, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If on April 15, 2024, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares held in your account, and your broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the Annual Meeting and vote your shares, you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast at the Annual Meeting. This means that the two individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or all of the nominees or “WITHHOLD” your vote with respect to one or all of the nominees. You may not cumulate votes in the election of directors. Approval of the ratification of the appointment of our independent registered public accounting firm will be obtained if the holders of a majority of the votes cast for or against the proposal at the Annual Meeting vote “FOR” the proposal.

A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (stockholder withholding) with respect to a particular matter. In addition, a broker may not be permitted to vote on shares held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (broker non-vote). The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes of determining the presence of a quorum, but are not treated as votes cast and, therefore, will have no effect on the election of directors or the ratification of the appointment of our independent registered public accounting firm. Abstentions are voted neither “for” nor “against” a matter, and, therefore, will have no effect on the election of directors or the ratification of the appointment of our independent registered public accounting firm, but are counted in the determination of a quorum.

Recommendations of the Board on Each of the Proposals Scheduled to be Voted on at the Annual Meeting

The Board recommends that you vote FOR the election of each of the Class III directors named in this proxy statement (“Proposal 1”) and FOR the ratification of the appointment of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”).

None of the directors or executive officers has any substantial interest in any matter to be acted upon, other than elections to office with respect to the directors nominated in Proposal 1.

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Voting Instructions; Voting of Proxies

If you are a stockholder of record, you may:

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vote online at the Annual Meeting – attend the Annual Meeting online and follow the instructions posted at www.virtualshareholdermeeting.com/ELEV2024. You will need the control number included on your proxy card, or included in the e-mail to you if you received the proxy materials by e-mail;

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vote through the internet or by telephone – in order to do so, please follow the instructions shown on your proxy card or Notice of Internet Availability; or

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vote by mail – if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the proxy card and return it as soon as possible before the Annual Meeting in the envelope provided.

Votes submitted through the internet or by telephone must be received by 11:59 p.m., Eastern Time, on June 12, 2024. Submitting your proxy, whether by telephone, through the internet or by mail if you requested or received a paper proxy card, will not affect your right to vote online should you decide to attend the virtual Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct how to vote your shares. For Proposal 1, you may either vote “FOR” all of the nominees to the Board, or you may withhold your vote from any nominee you specify. For Proposal 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board stated above.

If your shares are held in an account with a brokerage firm, bank or other nominee, then you are deemed to be the beneficial owner of your shares held in street name and the broker that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, broker or other nominee that holds your shares. In order to vote your shares, you will need to follow the instructions that your bank, broker or other nominee provides you. The voting deadlines and availability of telephone and internet voting for beneficial owners of shares held in street name will depend on the voting processes of the bank, broker or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card or Notice of Internet Availability, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card or Notice of Internet Availability and vote each proxy card by telephone, through the internet or by mail. If you requested or received paper proxy materials by mail, please complete, sign, date and return each proxy card to ensure that all of your shares are voted.

Expenses of Soliciting Proxies

We will pay the expenses associated with soliciting proxies. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, email or otherwise. Following the original distribution and mailing of the solicitation materials, we will request brokers, custodians, nominees and other record holders to forward copies of those

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CORPORATE GOVERNANCE

We are committed to good corporate governance practices. These practices provide an important framework within which our Board and management pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of the company. Our Corporate Governance Guidelines are available without charge on the investor relations section of our website at https://investors.elevationoncology.com/documents.

Board Composition and Leadership Structure

Our Corporate Governance Guidelines provide that our Board shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the Nominating and Corporate Governance Committee shall periodically consider the leadership structure of our Board and make such recommendations to the Board with respect thereto as the Nominating and Corporate Governance Committee deems appropriate. The positions of Chief Executive Officer and Chair of our Board are held by two different individuals (Joseph J. Ferra, Jr. and Steven A. Elms, respectively). This structure allows our Chief Executive Officer to focus on our day-to-day business while our Chair leads our Board in its fundamental role of providing advice to, and independent oversight of, management. Our Board believes such separation is appropriate, as it enhances the accountability of the Chief Executive Officer to the Board and strengthens the independence of the Board from management.

Board’s Role in Risk Oversight

Our Board believes that open communication between management and the Board is essential for effective risk management and oversight. Our Board meets with our Chief Executive Officer and other members of our senior management team at least quarterly at Board meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management team and evaluate the risks inherent in significant transactions. While our Board is ultimately responsible for risk oversight, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures and certain corporate, cybersecurity, legal and regulatory risks. The Compensation Committee assists our Board in assessing risks created by the incentives inherent in our compensation policies. The Nominating and Corporate Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to corporate governance and the management of certain corporate, legal and regulatory risks.

Cybersecurity Risk Oversight

We recognize the critical importance of maintaining the trust and confidence of our all of our stakeholders. We are a virtual company, and our business depends on the efficient and uninterrupted operation of our information technology systems and those of our third-party contract research organizations, contract manufacturing organizations and other vendors, contractors and consultants. Our Board is actively involved in oversight of our risk management program, and cybersecurity represents an important component of our overall approach to enterprise risk management (“ERM”). Our cybersecurity policies, standards, processes and practices are fully integrated into our ERM program and are based on recognized frameworks established by the Center for Internet Security Controls Framework and other applicable industry standards, with quarterly review and adjustment of safeguards for continuous improvement. In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Our Board, in coordination with our Audit Committee, oversees our risk management process. The Audit Committee receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. The Board and the Audit

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Committee will also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been resolved. The Audit Committee regularly discusses our approach to cybersecurity risk management with our management team. Further information relating to cybersecurity and information security is contained in the section titled “Cybersecurity” in our Annual Report.

Director Independence

Our common stock is listed on the Nasdaq Global Select Market. Under the rules of the Nasdaq Stock Market, independent directors must constitute a majority of a listed company’s board of directors. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be an “independent director”. Under the rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member, and audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that R. Michael Carruthers, Julie M. Cherrington, Ph.D., Timothy P. Clackson, Ph.D., Steven A. Elms, Darcy Mootz, Ph.D., and Alan B. Sandler, M.D., representing six of our seven incumbent directors, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each directors’ business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any affiliates.

Committees of the Board

Our Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Research and Development (“R&D”) Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees has a written charter, copies of which are available without charge on the investor relations section of our website at https://investors.elevationoncology.com/documents.

Audit Committee

Our Audit Committee is composed of Messrs. Carruthers and Elms and Dr. Mootz. Mr. Carruthers is the Chair of our Audit Committee. The composition of our Audit Committee meets the requirements for independence under the current Nasdaq Stock Market and SEC rules and regulations. Each member of our Audit Committee is financially literate. In addition, our Board has determined that Mr. Carruthers is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. Our Audit Committee is directly responsible for, among other things:

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selecting and hiring our independent registered public accounting firm;

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the qualifications, independence and performance of our independent registered public accounting firm;

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the preparation of the audit committee report to be included in our annual proxy statement;

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risk assessment and management;

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overseeing our cybersecurity risk management program;

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Compensation Committee held five meetings and the Nominating and Corporate Governance Committee held one meeting. During 2023, none of our incumbent directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board during his or her tenure and the total number of meetings held by all committees of the Board on which such director served during his or her tenure. The independent members of the Board also meet separately without management directors on a regular basis to discuss such matters as the independent directors consider appropriate.

Board Attendance at Annual Stockholders’ Meeting

We invite and encourage each member of our Board to attend our annual meetings of stockholders. We do not have a formal policy regarding attendance of our annual meetings of stockholders by the members of our Board. All of the then-continuing members of our Board attended our 2023 annual meeting of stockholders.

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board, non-management members of our Board as a group, a committee of the Board or a specific member of our Board (including our Chair) may do so by letters addressed to:

Elevation Oncology, Inc.

c/o Corporate Secretary

101 Federal Street, Suite 1900

Boston, Massachusetts 02110

All communications by letter addressed to the attention of our Corporate Secretary will be reviewed by the Corporate Secretary and provided to the members of the Board unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the Board.

Considerations in Evaluating Director Nominees

The Nominating and Corporate Governance Committee is responsible for identifying, considering and recommending candidates to the Board for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board. Candidates may come to our attention through current members of our Board, professional search firms, stockholders or other persons.

The Nominating and Corporate Governance Committee will recommend to the Board for selection all nominees to be proposed by the Board for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board to fill interim director vacancies.

Our Board encourages selection of directors who will contribute to the company’s overall corporate goals. The Nominating and Corporate Governance Committee may from time to time review and recommend to the Board the desired qualifications, expertise and characteristics of directors, including such factors as business experience, diversity and personal skills in life sciences and biotechnology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective Board. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board, the Nominating and Corporate Governance Committee considers these factors in the light of the specific needs of the Board at that time.

In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the

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PROPOSAL 1:
ELECTION OF DIRECTORS

Our Board is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class III will stand for election at this Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders to be held in 2025 and 2026, respectively. Our Nominating and Corporate Governance Committee recommended to our Board, and our Board nominated Drs. Clackson and Sandler, each an incumbent Class III director, for election as Class III directors at the Annual Meeting. At the recommendation of our Nominating and Corporate Governance Committee, our Board proposes that each of the Class III nominees be elected as a Class III director for a three-year term expiring at the annual meeting of stockholders to be held in 2027 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.

Each director will be elected by a plurality of the votes present online at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the two individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or all of the nominees or “WITHHOLD” your vote with respect to one or all of the nominees. Shares represented by proxies will be voted “FOR” the election of each of the Class III nominees, unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than two directors.

Nominees to the Board

The nominees and their ages as of December 31, 2023 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.


Name	Age	Class
Timothy P. Clackson, Ph.D.⁽¹⁾	58	Class III Director
Alan B. Sandler, M.D.⁽²⁾	67	Class III Director

(1)	Dr. Clackson is the Chair of our Compensation Committee and a member of our R&D Committee.

(2)	Dr. Sandler is a member of our Nominating and Corporate Governance Committee and our R&D Committee.

Timothy P. Clackson, Ph.D., has served as a member of our Board since May 2020. Dr. Clackson has served as Chief Executive Officer and a director of IDRx, Inc., a clinical-stage biopharmaceutical company, since March 2024. Prior to joining IDRx, he served as President and Chief Executive Officer and a director of Theseus Pharmaceuticals, Inc., a precision oncology company, from April 2021 to December 2023. From May 2018 until April 2021, Dr. Clackson was President, Chief Technology Officer and Executive Vice President of Research and Development at Xilio Therapeutics Inc., a then-privately held oncology company. Prior to joining Xilio, Dr. Clackson served as President of Research and Development and Chief Scientific Officer at ARIAD Pharmaceuticals, Inc., an integrated oncology company acquired by Takeda Pharmaceutical Company Limited in February 2017, from June 2010 to May 2017. Prior to that, Dr. Clackson served as ARIAD’s Senior Vice President and Chief Scientific Officer from 2003, and in other roles from 1994. During the past five years, Dr. Clackson has served as a member of the boards of directors of publicly traded biotechnology companies Forma Therapeutics and Spring Bank Pharmaceuticals, in addition to Theseus. Dr. Clackson holds a B.A. in Biochemistry from the University of Oxford and a Ph.D. in Biology from the University of Cambridge. We believe that Dr. Clackson’s extensive leadership experience in our industry and his educational background in biology and biochemistry qualify him to serve on our Board.

Alan B. Sandler, M.D., has served as a member of our Board since February 2024. Dr. Sandler served as Executive Vice President, Chief Medical Officer of Mirati Therapeutics, a Bristol Myers Squibb company, from November 2022 to April 2024. Prior to joining Mirati Therapeutics, he was the President, Head of Global Development, Oncology at Zai Lab Limited, a biopharmaceutical company, from December 2020 to October 2022. Prior to that, Dr. Sandler held roles of increasing responsibility at Genentech, a biotechnology company and member of the Roche Group, from July 2013 to November 2020, culminating in his final role as Senior Vice President, Global Head of Product Development, Oncology.

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During his tenure at Genentech/Roche, he led the teams responsible for the global development and regulatory approval of innovative medicines. Prior to joining Genentech/Roche, Dr. Sandler served as Professor and Chief of Hematology/Oncology at Oregon Health and Science University and he served on the faculties of the medical schools of Indiana University and Vanderbilt University. Dr. Sandler holds an M.D. degree from Rush Medical College and completed his training in internal medicine and a fellowship in medical oncology at Yale-New Haven Medical Center. He has published over 300 publications, including peer-reviewed articles, reviews, abstracts and book chapters. We believe Dr. Sandler's decades of oncology and drug development experience across industry and academia equip him to serve on our Board.

Continuing Directors

The directors who are serving for terms that end following the Annual Meeting and their ages as of December 31, 2023 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.


Name	Age	Class
R. Michael Carruthers⁽¹⁾	66	Class I Director
Julie M. Cherrington, Ph.D.⁽²⁾	66	Class I Director
Steven A. Elms⁽³⁾	60	Class II Director
Joseph J. Ferra, Jr.	48	Class I Director
Darcy Mootz, Ph.D.⁽⁴⁾	50	Class II Director

(1)	Mr. Carruthers is the Chair of our Audit Committee and a member of our Compensation Committee.

(2)	Dr. Cherrington is the Chair of our R&D Committee and a member of our Nominating and Corporate Governance Committee.

(3)	Mr. Elms is the Chair of our Nominating and Corporate Governance Committee and a member of our Audit Committee.

(4)	Dr. Mootz is a member of our Audit Committee and our Compensation Committee.

R. Michael Carruthers has served as a member of our Board since May 2021. Mr. Carruthers has served as Chief Financial Officer of Edgewise Therapeutics, Inc., a clinical-stage biopharmaceutical company, since September 2020 and consulted as Chief Financial Officer of OnKure Therapeutics, Inc., a cancer treatment company, since March 2019 until joining the board of directors of OnKure Therapeutics in May 2021. Mr. Carruthers previously consulted as Chief Financial Officer of Brickell Biotech, Inc., a clinical-stage pharmaceutical company focused on treatment of skin diseases, from December 2017 to October 2020, and ClinOne, Inc., clinical trial management company, from August 2018 to May 2020. He also served as Interim President of Nivalis Therapeutics, Inc., a clinical-stage pharmaceutical company, from January 2017 to August 2017 and Chief Financial Officer and Secretary from February 2015 to August 2017. From December 1998 to February 2015, Mr. Carruthers served as Chief Financial Officer for Array BioPharma Inc. Prior to Array, he served as Chief Financial Officer of Sievers Instruments, Inc., a water purification technology company, Treasurer and Controller for the Waukesha division of Dover Corporation, a global manufacturing company, and an accountant with Coopers & Lybrand, LLP. Mr. Carruthers studied accounting at Western Colorado University, and received a B.S. in Accounting from the University of Colorado Boulder and a M.B.A. from the University of Chicago. We believe Mr. Carruthers is qualified to serve on our Board because of his financial expertise, education and industry background.

Julie M. Cherrington, Ph.D., has served as a member of our Board since February 2024. Dr. Cherrington has served as the Chair of Actym Therapeutics, a privately held biotechnology company, since May 2022, the Chair of Tolremo Therapeutics, a privately held biotechnology company, since April 2023, and a director at Syncona Limited, a publicly held life sciences investment company, since February 2022. She also currently serves as a director at Sardona Therapeutics and MycRx, each a privately held biotechnology company. Dr. Cherrington joined Brandon Capital Partners, a venture capital firm, as a Venture Partner in February 2022. She previously was a director at several biotechnology companies, including Mirati Therapeutics from June 2019 to January 2024, Vaxart, Inc. from August 2021 to August 2022 and QUE Oncology from July 2019 to March 2022, and served as Chief Executive Officer at QUE Oncology from September 2020 to October 2021. Dr. Cherrington also was President, Chief Executive Officer and director of Arch Oncology from October 2017 to September 2020, Revitope Oncology, Inc. from September 2015 to April 2017, Zenith Epigenetics from 2014 to 2015, and Pathway Therapeutics from 2009 to 2013. In addition, she previously served as President and Executive Vice President, Research and Development at Phenomix Corporation. Earlier in her career, Dr. Cherrington was Vice President of Preclinical and Clinical Research at SUGEN, a

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Pharmacia/Pfizer company. She began her career at Gilead Sciences, where she held positions of increasing responsibility. Dr. Cherrington holds a B.S. in Biology and an M.S. in Microbiology from the University of California, Davis, and completed her Ph.D. training in Microbiology and Immunology at the University of Minnesota and Stanford University. She completed a postdoctoral fellowship at the University of California, San Francisco. We believe Dr. Cherrington’s breadth of knowledge and deep understanding of the biotechnology and pharmaceutical industries, based on her experience as an executive and as a director of several companies in such industries, qualify her to serve on our Board.

Steven A. Elms has served as the Chairman of our Board since May 2019 and served as our Interim Chief Executive Officer from May 2019 until November 2020. Mr. Elms currently serves as a Managing Partner of Aisling Capital, a life sciences investment firm, which he joined in 2000. Prior to joining Aisling Capital, Mr. Elms served as a principal in the life sciences investment banking group of Chase H&Q (formerly Hambrecht and Quist Group Inc.). Mr. Elms has served as a director for Marker Therapeutics, Inc., a publicly traded clinical-stage immuno-oncology company, since August 2019 and ADMA Biologics, Inc., a publicly traded commercial biopharmaceutical company, since July 2007. Previously, Mr. Elms served on the boards of directors of Zosano Pharma Corporation from May 2018 to May 2022, Loxo Oncology, Inc. from July 2013 to February 2019, Ambit Biosciences Corporation from 2001 to 2014 and MAP Pharmaceuticals, Inc. from 2004 to 2011 and has served on the boards of directors of a number of private companies. Mr. Elms received a B.A. in Human Biology from Stanford University and a M.B.A. from the Kellogg School of Management at Northwestern University. We believe that Mr. Elms’s extensive financial services background and experience in the pharmaceutical and healthcare industries equip him to serve on our Board.

Joseph J. Ferra, Jr. has served as our President and Chief Executive Officer and a member of our Board since July 2023, served as our Interim Chief Executive Officer from January 2023 to July 2023 and served as our Chief Financial Officer from June 2021 to July 2023. Mr. Ferra joined the Company from Syros Pharmaceuticals, Inc., where he served as Chief Financial Officer from March 2018 to June 2021. Prior to Syros, Mr. Ferra was employed at JMP Securities LLC, where he served as Managing Director from March 2014 to March 2018, Head of East Coast Healthcare Banking from March 2015 to March 2017 and Co-Head of Healthcare Investment Banking from March 2017 to March 2018. Previously, he was employed by UBS Investment Bank from September 2009 to March 2014 serving, most recently, as Executive Director of global healthcare investment banking. Mr. Ferra received a B.S. in Chemistry with distinction from Purdue University and an M.B.A. from The Stephen M. Ross School of Business at the University of Michigan. We believe Mr. Ferra is qualified to serve on our Board because of his experience in the biopharmaceutical and financial services industries and his demonstrated business judgment.

Darcy Mootz, Ph.D., has served as a member of our Board since January 2024. Dr. Mootz has been President of Architect Therapeutics, a biopharmaceutical company, since April 2023. She previously served as Head of Amunix Pharmaceuticals, Inc., a biopharmaceutical company, from February 2022 to April 2023 and Chief Business Officer of Amunix from February 2019 to February 2022. Prior to joining Amunix, Dr. Mootz was an independent consultant working with venture capital firms and life sciences companies on corporate development and strategy projects. Before that, she served as Chief Business Officer of ORIC Pharmaceuticals, an oncology company, and held senior corporate development roles at Achaogen, a biopharmaceutical company. Dr. Mootz currently serves on the board of directors of Alpha-9 Oncology, Inc., a clinical-stage biopharmaceutical company. Dr. Mootz received a B.S. in Biology from Duke University and a Ph.D. in Biochemistry from Harvard University. We believe that Dr. Mootz’s executive and board experience at life sciences companies and strong track record in corporate development and strategy qualify her to serve as a member of our Board.

Board Diversity

Due to the complex nature of our business, the Board believes it is important to consider diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background, and professional experiences in evaluating Board candidates in order to provide practical insights and diverse perspectives. Members of our Board self-identify as set forth in the table below.

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Board Diversity Matrix (As of April 26, 2024)
Total Number of Directors		7
					Did Not Disclose
		Woman	Man	Non-Binary	Gender
Gender Identity
Directors		2	4	—	1
Demographic Background
African American or Black		—	—	—	—
Alaskan Native or Native American		—	—	—	—
Asian		—	—	—	—
Hispanic or Latinx		—	—	—	—
Native Hawaiian or Pacific Islander		—	—	—	—
White		2	3	—	—
Two or More Races or Ethnicities		—	1	—	—
Did Not Disclose Demographic Background	1

To see our Board Diversity Matrix as of April 27, 2023, please see our proxy statement filed with the SEC on April 27, 2023.

Family Relationships

There are no familial relationships among any of our directors and executive officers.

Non-Employee Director Compensation

Our compensation program for non-employee directors adopted by our Board provides for the following compensation:

●

Cash Compensation. The program provides an annual cash retainer of $40,000 to each non-employee director. Additionally, the Chair of our Board receives an additional annual payment of $30,000; each of the Chairs of our Audit, Compensation, Nominating and Corporate Governance and R&D Committees receives an additional annual payment of $15,000, $10,000, $8,000 and $10,000 respectively; and each of the members of our Audit, Compensation, Nominating and Corporate Governance and R&D Committees receives an additional annual payment of $7,500, $5,000, $4,000 and $5,000, respectively.

●

Equity Compensation. Each new, non-employee director who joins our Board will receive an initial option grant for the purchase of 70,000 shares of our common stock upon election to the Board. On the date of each annual meeting of stockholders, each non-employee director who continues to serve on our Board immediately following such meeting will receive an option grant for the purchase of 35,000 shares of our common stock. Equity awards for new directors will vest in equal monthly installments for 36 months after the grant date if the director has served continuously as a member of our Board through the applicable vesting date. Annual equity grants for directors will vest in full on the one-year anniversary of the grant date if the director has served continuously as a member of our Board through the applicable vesting date. In addition, equity awards for non-employee directors will vest in full in the event that we are subject to a change in control or upon certain other events. Non-employee directors are reimbursed for their reasonable travel expenses incurred in attending Board and committee meetings.

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The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the year ended December 31, 2023. Mr. Ferra received no compensation for his service as a director during 2023.


	Fees Earned or
	Paid in		Option
Name	Cash ($)		Awards ($)⁽¹⁾		Total ($)
R. Michael Carruthers	$	55,000	$	31,475	$	86,475
Timothy Clackson, Ph.D.⁽²⁾		53,000		31,475		84,475
Steven A. Elms⁽³⁾		81,609		31,475		113,084
Lori Hu⁽⁴⁾		51,500		31,475		82,975
Colin Walsh, Ph.D.⁽⁵⁾		41,719		31,475		73,194

(1)

The amounts reported in this column represent the aggregate grant date fair value of the stock options granted during the year ended December 31, 2023 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 11 to our financial statements included in our Annual Report. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the grantees from the stock options. For information regarding the number of stock option shares held by each non-employee director as of December 31, 2023, see the table below.


		Aggregate Number of
Name		Options Outstanding
R. Michael Carruthers		94,187
Timothy Clackson, Ph.D.⁽²⁾		46,857
Steven A. Elms⁽³⁾		78,095
Lori Hu⁽⁴⁾		78,095
Colin Walsh, Ph.D.⁽⁵⁾		—

(2)	Dr. Clackson was appointed Chair of the Compensation Committee effective September 21, 2023.

(3)	Mr. Elms was appointed as a member of the Audit Committee effective September 21, 2023.

(4)	Ms. Hu resigned as a member of our Board, Audit Committee and Nominating and Corporate Governance Committee effective April 5, 2024.

(5)	Dr. Walsh resigned as a member of our Board, Chair and member of the Compensation Committee and member of the Audit Committee effective September 21, 2023.

OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED CLASS III DIRECTORS.

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PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected CohnReznick LLP as our principal independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending December 31, 2024. CohnReznick LLP audited our financial statements for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. We expect that representatives of CohnReznick LLP will be present at the Annual Meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Although ratification by stockholders is not required by law, our Audit Committee is submitting the selection of CohnReznick LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in our best interests and the interests of our stockholders.

The following table presents fees for professional audit services rendered by CohnReznick LLP for the years ended December 31, 2023 and 2022.

Principal Accountant Fees and Services


Fees Billed	Fiscal Year 2023		Fiscal Year 2022
Audit fees⁽¹⁾	$	397,249	$	268,597
Audit-related fees⁽²⁾		—		—
Tax fees⁽³⁾		—		—
All other fees⁽⁴⁾		—		—
Total fees	$	397,249	$	268,597

(1)	Audit fees include fees for professional services provided by CohnReznick LLP in connection with the audit of our financial statements, review of our quarterly financial statements, and related services that are typically provided in connection with registration statements and securities offerings.

(2)	There were no audit-related fees for the fiscal years ended December 31, 2023 and 2022.

(3)	There were no tax fees for the fiscal years ended December 31, 2023 and 2022.

(4)	There were no other fees for the fiscal years ended December 31, 2023 and 2022.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by our Audit Committee.

OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2024, by:

●

each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

●

each of our directors or director nominees;

●

each of our named executive officers; and

●

all of our directors and executive officers as a group.

Percentage ownership of our common stock is based on 51,679,383 shares of our common stock outstanding on March 31, 2024. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 31, 2024 to be outstanding and to be beneficially owned by the person or entity holding the option for the purpose of computing the percentage ownership of that person or entity but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person or entity.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Elevation Oncology, Inc., 101 Federal Street, Suite 1900, Boston, Massachusetts 02110.



	Beneficial Ownership
Name of Beneficial Owner	Number	Percent (%)
5% Stockholders
Biotechnology Value Fund, L.P. and affiliated entities⁽¹⁾	4,450,885	8.3
Tang Capital Partners, LP and affiliated entities⁽²⁾	4,300,454	8.2
Point72 Asset Management, L.P. and affiliated entities⁽³⁾	4,040,000	7.7
Logos Global Management LP and affiliated entities⁽⁴⁾	3,650,000	7.1
Farallon Capital Partners, L.P. and affiliated entities⁽⁵⁾	3,100,000	6.0
OrbiMed Advisors LLC and affiliated entities⁽⁶⁾	3,000,000	5.6
Millenium Management LLC and affiliated entities⁽⁷⁾	2,990,279	5.8
Frazier Life Sciences Public Fund, L.P. and affiliated entities⁽⁸⁾	2,958,579	5.7
Aisling Capital IV LP and affiliated entities⁽⁹⁾	2,878,296	5.6
Empery Asset Management, LP and affiliated entities⁽¹⁰⁾	2,840,363	5.5

Named Executive Officers and Directors
R. Michael Carruthers⁽¹¹⁾	62,949	*
Julie M. Cherrington, Ph.D.⁽¹²⁾	4,583	*
Timothy P. Clackson, Ph.D.⁽¹³⁾	62,949	*
David Dornan, Ph.D.⁽¹⁴⁾	260,207	*
Steven A. Elms⁽¹⁵⁾	2,880,899	5.6
Joseph J. Ferra, Jr.⁽¹⁶⁾	555,442	1.1
Valerie M. Jansen, M.D., Ph.D.⁽¹⁷⁾	298,336	*
Darcy Mootz, Ph.D.⁽¹⁸⁾	6,111	*
Alan B. Sandler, M.D.⁽¹⁹⁾	4,583	*
Directors and executive officers as a group (10 individuals)⁽²⁰⁾	4,318,034	8.1

*	Represents beneficial ownership of less than one percent.

(1)	Based solely on the information set forth in the Schedule 13G/A filed with the SEC on February 14, 2024 by BVF Value Fund, L.P. (“BVF”), BVF I GP LLC (“BVF GP”), Biotechnology Value Fund II, L.P. (“BVF2”), BVF II GP LLC (“BVF2 GP”),

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Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), BVF Partners OS Ltd. (“Partners OS”), BVF GP Holdings LLC (“BVF GPH”), BVF Partners L.P. (“Partners”), BVF Inc. and Mark N. Lampert (“Mr. Lampert and collectively with BVF GP, BVF2, BVF2 GP, Trading Fund OS, Partners OS, BCF GPH, Partners, BVF Inc., the “BVF Reporting Persons”). As of December 31, 2023, the BVF Reporting Persons and a certain BVP Partners L.P. (“BVF Partners”) managed account (the “BVF Partners Managed Account”) held pre-funded warrants (the “BVF Pre-Funded Warrants”) exercisable for an aggregate of 4,440,000 shares of our common stock (“Shares”). The BVF Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per Share and do not expire. A holder of BVF Pre-Funded Warrants will not be entitled to exercise any portion of the BVF Pre-Funded Warrants it holds if, upon giving effect to such exercise, such holder (together with its affiliates) (a) would beneficially own in excess of 9.99% of the Shares outstanding after giving effect to the exercise or (b) would beneficially own our securities of which the combined voting power would be in excess of 9.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise (the “BVF Pre-Funded Warrants Blocker”). As of December 31, 2023, the BVF Pre-Funded Warrants Blocker limits the aggregate exercise of the BVF Pre-Funded Warrants held by the BVF Reporting Persons and the BVF Partners Managed Account to 2,138,685 out of the 4,440,000 Shares underlying the BVF Pre-Funded Warrants owned by the BVF Reporting Persons in the aggregate. As of December 31, 2023, the BVF Reporting Persons and the BVF Partners Managed Account held Purchase Warrants (the “BVF Warrants”) exercisable for an aggregate of 4,440,000 Shares. The BVF Warrants are immediately exercisable at an exercise price of $2.25 per whole Share and expire on June 13, 2028. A holder of BVF Warrants will not be entitled to exercise any portion of the BVF Warrants it holds if, upon giving effect to such exercise, such holder (together with its affiliates) (a) would beneficially own in excess of 9.99% of the Shares outstanding after giving effect to the exercise or (b) would beneficially own our securities of which the combined voting power would be in excess of 9.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise (the “BVF Warrants Blocker”). As of December 31, 2023, the BVF Warrants Blocker prohibits the exercise of all of the BVF Warrants held by the BVF Reporting Persons and the BVF Partners Managed Account. As of December 31, 2023, (a) BVF beneficially owned 3,344,177 Shares, including 2,138,685 Shares underlying certain BVF Pre-Funded Warrants held by it and excluding (i) 236,027 Shares underlying certain BVF Pre-Funded Warrants held by it and (ii) 2,374,712 Shares underlying certain BVF Warrants held by it, (b) BVF2 beneficially owned 923,012 Shares, excluding (i) 1,826,364 Shares underlying certain BVF Pre-Funded Warrants held by it and (ii) 1,826,364 Shares underlying certain BVF Warrants held by it, and (c) BVF Trading Fund OS beneficially owned 135,388 Shares, excluding (i) 210,388 Shares underlying certain BVF Pre-Funded Warrants held by it and (ii) 210,388 Shares underlying certain BVF Warrants held by it. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 3,344,177 Shares beneficially owned by BVF. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 923,012 Shares beneficially owned by BVF2. BVF Partners OS, as the general partner of BVF Trading Fund OS, may be deemed to beneficially own the 135,388 Shares beneficially owned by BVF Trading Fund OS. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 4,267,189 Shares beneficially owned in the aggregate by BVF and BVF2. BVF Partners, as the investment manager of BVF, BVF2 and BVF Trading Fund OS, and the sole member of BVF Partners OS, may be deemed to beneficially own the 4,450,885 Shares beneficially owned in the aggregate by BVF, BVF2 and BVF Trading Fund OS and held in the BVF Partners Managed Account, including 48,308 Shares held in the BVF Partners Managed Account and excluding (a) 28,536 Shares underlying certain BVF Pre-Funded Warrants held in the BVF Partners Managed Account and (b) 28,536 Shares underlying certain BVF Warrants held in the BVF Partners Managed Account. BVF Inc., as the general partner of BVF Partners, may be deemed to beneficially own the 4,450,885 Shares beneficially owned by BVF Partners. Mark N. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 4,450,885 Shares beneficially owned by BVF Inc. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. BVF Partners OS disclaims beneficial ownership of the Shares beneficially owned by BVF Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of BVF Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and BVF Trading Fund OS and held in the BVF Partners Managed Account. The beneficial ownership percentage in the table above is based upon a denominator which is the sum of our Shares outstanding as of March 31, 2024 and 2,138,685 Shares underlying certain BVF Pre-Funded Warrants. The address of BVF and its affiliated entities is 44 Montgomery St., 40th Floor, San Francisco, California 94104, except that the address of BVF Trading Fund OS and BVF Partners OS is PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(2)

Based solely on the information set forth in the Schedule 13G/A filed with the SEC on February 14, 2024 by Tang Capital Partners, LP (“Tang Capital Partners”), Tang Capital Management, LLC (“Tang Capital Management”) and Kevin Tang. Tang Capital Partners beneficially owns 4,300,454 Shares, which consists of: (a) 3,667,600 Shares and (b) 632,854 Shares currently issuable upon exercise of Tang Warrants (as defined below). Tang Capital Partners owns 3,750,000 of our Purchase Warrants (the “Tang Warrants,” as defined in our Prospectus filed pursuant to Rule 424(b)(5) with the SEC on June 9, 2023). Each Tang Warrant is exercisable for one Share. The Tang Warrants are immediately exercisable and expire five years from the date of issuance. Tang Capital Partners may not exercise any portion of the Tang Warrants for Shares if, as a result of the exercise, Tang Capital Partners, together with its affiliates and any other person or entity acting as a group, would own more than 9.99% of our outstanding Shares after exercise. The foregoing limitations remain in effect with respect to the Tang Warrants, and, accordingly, only 632,854 Shares are currently issuable upon exercise of the Tang Warrants. Tang Capital Partners shares voting and dispositive power over such Shares with Tang Capital Management and Mr. Tang. Tang Capital Management and Mr. Tang each beneficially owns 4,300,454 Shares, which consists of: (a) 3,667,600 Shares and (b) 632,854 Shares currently issuable upon exercise of Tang Warrants. The beneficial ownership percentage in the table above is based upon a denominator which is the sum

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of our Shares outstanding as of March 31, 2024 and 632,854 Shares underlying certain Tang Warrants. The address of Tang Capital Partners and its affiliated entities is 4747 Executive Drive, Suite 210, San Diego, California 92121.

(3)

Based solely on the information set forth in the Schedule 13G/A filed with the SEC on February 14, 2024 by Point72 Asset Management, L.P. (“Point72 Asset Management”), Point72 Capital Advisors, Inc. (“Point72 Capital Advisors”) and Steven A. Cohen (collectively, the “Point72 Reporting Persons”). Includes 500,000 Shares issuable upon exercise of warrants, which the Point72 Reporting Persons may have been deemed to beneficially own as of December 31, 2023. Point72 Asset Management, Point72 Capital Advisors and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by Point72 Associates, LLC. Point72 Capital Advisors is the general partner of Point72 Asset Management. Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors. The beneficial ownership percentage in the table above is based upon a denominator which is the sum of our Shares outstanding as of March 31, 2024 and 500,000 Shares underlying certain warrants. The address of Point72 Asset Management and its affiliated entities is 72 Cummings Point Road, Stamford, Connecticut 06902.

(4)

Based solely on the information set forth in the Schedule 13G filed with the SEC on January 22, 2024 by Logos Global Management LP (“Logos Global”), Logos Global Master Fund LP (“Global Fund”), Logos GP LLC (“Logos GP”), Logos Global Management GP LLC (“Logos Global GP”) and Arsani William. Logos Global is the investment adviser to investment funds, including Global Fund. Logos Global GP is the general partner of Logos Global. Dr. William is a control person of Logos Global and Logos Global GP. Each filer disclaims beneficial ownership except to the extent of that person’s pecuniary interest therein. The address of Logos Global and its affiliated entities is One Letterman Drive, Building C, Suite C3-350, San Francisco, California 94129.

(5)

Based solely on the information set forth in the Schedule 13G filed with the SEC on January 22, 2024 by Farallon Capital Partners, L.P. a California limited partnership (“FCP”), Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”) and Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ((“FCAMI” and collectively with FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, F5MI and FCAMI, the “Farallon Funds,”); Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”) which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), with respect to the Shares held by each of the Farallon Funds other than F5MI; FCIP V General Partner, which is the general partner of FCIP V, with respect to the Shares held by FCIP V; Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI; the following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds: Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”). Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons. The Shares are held directly by the Farallon Funds. The Farallon General Partner, as the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds other than F5MI. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of such Shares held by FCIP V. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of such Shares held by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner, and as a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares. The address of the Farallon Funds, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

(6)

Based solely on the information set forth in the Schedule 13G filed with the SEC on February 14, 2024 by OrbiMed Advisors LLC (“OrbiMed Advisors”) and OrbiMed Genesis GP LLC (“OrbiMed Genesis GP”). OrbiMed Genesis GP is the general partner of OrbiMed Genesis Master Fund, L.P. OrbiMed Advisors is an investment advisor and is the managing member of OrbiMed Genesis GP. Includes (a) 1,500,000 Shares and (b) 1,500,000 Shares issuable upon the exercise of warrants. OrbiMed Advisors exercises investment and voting power over Shares 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 held by OrbiMed Advisors and OrbiMed Genesis GP. The beneficial ownership percentage in the table above is based upon a denominator which is the sum of our Shares outstanding as of March 31, 2024 and the Shares underlying 1,500,000 warrants. The address of OrbiMed Advisors and OrbiMed Genesis GP is 601 Lexington Avenue, 54th Floor, New York, New York, 10022.

(7)	Based solely on the information set forth in the Schedule 13G/A filed with the SEC on January 31, 2024 by Integrated Core Strategies (US) LLC, Millenium Management LLC, Millenium Group Management LLC and Israel A. Englander. The Shares

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potentially beneficially owned by Millenium Management LLC, Millenium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millenium Management LLC and/or other investment managers that may be controlled by Millenium Group Management LLC (the managing member of Millenium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millenium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millenium Management LLC, Millenium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities. The address of Millenium Management LLC and its affiliated entities is 399 Park Avenue, New York, New York 10022.

(8)

Based solely on the information set forth in the Schedule 13G filed with the SEC on April 9, 2024 by Frazier Life Sciences Public Fund, L.P. (“FLSPF”), FHMLSP, L.P., FHMLSP, L.L.C., Frazier Life Sciences Public Overage Fund, L.P. (“FLSPOF”), FHMLSP Overage, L.P., FHMLSP Overage, L.L.C., Frazier Life Sciences XI, L.P. (“FLS XI”), FHMLS XI, L.P., FHMLS XI, L.L.C., Frazier Life Sciences X, L.P. (“FLS X”), FHMLS X, L.P., FHMLS X, L.L.C., James N. Topper (“Topper”), Patrick J. Heron (“Heron”), Albert Cha (“Cha”), James Brush (“Brush”) and Daniel Estes (“Estes”). Consists of (i) 1,486,390 Shares held directly by FLSPF, (ii) 751,479 Shares held directly by FLSPOF, (iii) 261,834 Shares held directly by FLS X, and (iv) 458,876 Shares held directly by FLS XI. FHMLSP, L.P. is the general partner of FLSPF and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Heron, Topper, Cha and Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by FLSPF. FHMLSP Overage, L.P. is the general partner of FLSPOF and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Heron, Topper, Cha and Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by FLSPOF. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares held by FLS X. FHMLS XI, L.P. is the general partner of FLS XI and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Heron, Topper and Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by FLS XI. The address of FLSPF and its affiliated entities is c/o Frazier Life Sciences Management, L.P., 1001 Page Mill Rd, Building 4, Suite B, Palo Alto, California 94304.

(9)

Based solely on the information set forth in the Schedule 13G/A filed with the SEC on February 6, 2024 by Aisling Capital IV, LP (“Aisling Fund IV”), Aisling Capital Partners IV, LP (“Aisling GP”), Aisling Capital Partners IV LLC (“Aisling LLC”), Mr. Elms and Andrew N. Schiff. Represents (a) 2,834,910 Shares and (b) 43,386 Shares issuable in respect of stock options. The Shares are directly held by Aisling Fund IV and the stock options are directly held by Mr. Elms for the benefit of Aisling Fund IV. Aisling GP is the general partner of Aisling Fund IV, and Aisling LLC is the general partner of Aisling GP. The managers of Aisling LLC are Dr. Schiff and Mr. Elms, who share voting power and dispositive powers over securities held by Aisling Fund IV, and as a result, may each be deemed to have beneficial ownership over such securities. This shall not be construed as an admission that any of the reporting persons are beneficial owners of the securities. Mr. Elms, a member of our Board, is affiliated with Aisling Fund IV and its affiliated entities but disclaims beneficial ownership except to the extent of his beneficial interest therein. The address of Aisling Fund IV and its affiliated entities is c/o Aisling Capital Management LP, 489 5th Avenue, 10th Floor, New York, New York 10017.

(10)

Based solely on the information set forth in the Schedule 13G filed with the SEC on January 9, 2024 by Empery Asset Management, LP (the “Empery Investment Manager”), Ryan M. Lane and Martin D. Hoe. The Empery Investment Manager serves as the investment manager to certain funds (the “Empery Funds”). Each of Messrs. Lane and Hoe (the “Empery Reporting Individuals”) is a managing member of the general partner of the Empery Investment Manager. The Empery Investment Manager may be deemed to be the beneficial owner of all Shares held by the Empery Funds. Each of the Empery Funds and the Empery Reporting Individuals disclaims any beneficial ownership. The address of the Empery Investment Manager and its affiliated entities is 1 Rockefeller Plaza, Suite 1205, New York, New York 10020.

(11)	Consists of 62,949 Shares subject to options that are exercisable within 60 days of March 31, 2024.

(12)	Consists of 4,583 Shares subject to options that are exercisable within 60 days of March 31, 2024.

(13)	Consists of (a) 47,330 Shares and (b) 15,619 Shares subject to options that are exercisable within 60 days of March 31, 2024.

(14)	Consists of 260,207 Shares subject to options that are exercisable within 60 days of March 31, 2024.

(15)	Includes (a) the Shares and Shares issuable in respect of stock options referenced in footnote 9 above and (b) 2,603 additional Shares subject to options that are exercisable within 60 days of March 31, 2024.

(16)	Consists of (a) 85,679 Shares and (b) 469,763 Shares subject to options that are exercisable within 60 days of March 31, 2024.

(17)	Consists of 298,336 Shares subject to options that are exercisable within 60 days of March 31, 2024.

(18)	Consists of 6,111 Shares subject to options that are exercisable within 60 days of March 31, 2024.

(19)	Consists of 4,583 Shares subject to options that are exercisable within 60 days of March 31, 2024.

(20)	Consists of (a) 2,969,016 Shares, (b) 1,349,018 Shares subject to options that are exercisable within 60 days of March 31, 2024 and (c) 300 RSUs that vest within 60 days of March 31, 2024 held by all our current directors and executive officers as a group.

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EXECUTIVE OFFICERS

The following table provides information regarding our current executive officers:


Name	Age	Position(s)
Joseph J. Ferra, Jr.	48	Director, President and Chief Executive Officer
David Dornan, Ph.D.	46	Chief Scientific Officer
Tammy Furlong	53	Chief Financial Officer
Valerie M. Jansen, M.D., Ph.D.	46	Chief Medical Officer

Joseph J. Ferra, Jr. For information regarding Mr. Ferra, our President and Chief Executive Officer and a member of our Board, see “Proposal 1: Election of Directors.”

David Dornan, Ph.D., has served as our Chief Scientific Officer since March 2022. Before joining us, Dr. Dornan served as Chief Scientific Officer at Bolt Biotherapeutics, Inc. from January 2021 to March 2022. From November 2017 to January 2021, Dr. Dornan served as Senior Vice President of Research and Manufacturing at Bolt Therapeutics. From 2012 to November 2017, Dr. Dornan held various positions at Gilead Sciences, Inc., including Director and Head of Oncology Research and Senior Research Scientist II, Oncology. From 2002 to 2012, Dr. Dornan held various positions at Genentech, Inc. Dr. Dornan received a B.Sc. in Biochemistry and Molecular Biology from the University of Strathclyde and a Ph.D. in Molecular Oncology/Biochemistry from the University of Dundee.

Tammy Furlong has served as our Chief Financial Officer since July 2023. Ms. Furlong previously served as our Vice President of Finance and Accounting from April 2021 to July 2023. Prior to joining us, Ms. Furlong served as a finance consultant from September 2018 to March 2021, where she focused on capital raising, strategic transactions and finance operations for multiple biotechnology and pharmaceutical companies. Ms. Furlong is a certified public accountant and received a B.S. in Accounting from Adelphi University and an M.B.A from Bentley University.

Valerie M. Jansen, M.D., Ph.D., has served as our Chief Medical Officer since October 2021. Dr. Jansen previously served as our Vice President of Clinical Development from April 2021 to October 2021. Dr. Jansen joined us from Mersana Therapeutics, where she served as Executive Medical Director from January 2020 to April 2021. Prior to Mersana Therapeutics, Dr. Jansen was employed at Eli Lilly and Company, where she served as Senior Medical Advisor from September 2017 to January 2020. Prior to Eli Lilly, Dr. Jansen was employed at the Vanderbilt University Medical Center from July 2010 to July 2018 serving, most recently, as Adjunct Instructor in Medicine. Dr. Jansen received a B.A. in Chemistry from Maryville College, a Ph.D. in Molecular Sciences from the University of Tennessee Health Science Center and an M.D. from the University of Chicago Pritzker School of Medicine.

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EXECUTIVE COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, 2023 and 2022. These executive officers, who include our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of the fiscal year ended December 31, 2023, were:

●

Joseph J. Ferra, Jr., our President and Chief Executive Officer;

●

David Dornan, Ph.D., our Chief Scientific Officer; and

●

Valerie M. Jansen, M.D., Ph.D., our Chief Medical Officer.

We refer to these individuals as our “named executive officers.”

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to and earned by our named executive officers during the years ended December 31, 2023 and 2022:


					Non-Equity
				Option	Incentive Plan	All other
		Salary		Awards	Compensation	Compensation		Total
Name and principal position	Year	($)		($)⁽¹⁾	($)	($)		($)
Joseph J. Ferra, Jr.	2023	590,302	⁽²⁾	346,579	294,590	12,385	⁽⁴⁾	1,243,856
President and Chief Executive Officer	2022	446,125		151,766	170,420	7,185	⁽⁴⁾	775,496
David Dornan, Ph.D.	2023	437,500		150,121	175,000	8,418	⁽⁵⁾	771,039
Chief Scientific Officer	2022	332,500	⁽³⁾	389,995	128,249	625	⁽⁶⁾	851,369
Valerie M. Jansen, M.D., Ph.D.	2023	478,958		150,121	191,583	15,400	⁽⁴⁾	836,062
Chief Medical Officer	2022	456,500		151,766	174,383	14,650	⁽⁴⁾	797,299

(1)

The amounts reported in this column represent the aggregate grant date fair value of the stock options granted during the applicable year as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 11 to our financial statements included in our Annual Report. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the grantees from the stock options.

(2)

Mr. Ferra was promoted to Interim Chief Executive Officer and President, and Chief Financial Officer, effective as of January 5, 2023, and the Board approved an increase in monthly base salary of $10,000 in connection with the promotion, which was prorated for time served in the role. Mr. Ferra was then promoted to President and Chief Executive Officer effective as of July 12, 2023, and the Board approved an increase in annual base salary to $600,000 in connection with the promotion. The salary reported reflects $5,617 paid to Mr. Ferra during his service as Chief Financial Officer from January 1, 2023 to January 4, 2023, $302,763 paid to Mr. Ferra during his service as Interim Chief Executive Officer and President, and Chief Financial Officer from January 5, 2023 to July 11, 2023, and $281,922 paid to Mr. Ferra during his service as President and Chief Executive Officer from July 12, 2023 to December 31, 2023.

(3)	Dr. Dornan’s employment with us commenced on March 14, 2022. The salary reported reflects the pro rata portion of Dr. Dornan’s annual salary of $420,000 earned from commencement of his employment through December 31, 2022.

(4)	Represents employer matching contributions to 401(k) plans, employer contributions to health savings accounts and reimbursements of information technology-related expenses.

(5)	Represents employer matching contributions to 401(k) plans and reimbursements of information technology-related expenses.

(6)	Represents reimbursements of information technology-related expenses.

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Non-Equity Incentive Plan Compensation

Annual bonuses for our executive officers are based on the achievement of corporate and individual performance objectives. For each of the 2023 and 2022 bonuses, the corporate performance objectives included certain development goals and milestones. The 2023 and 2022 target bonus amounts, expressed as a percentage of annual base salary, for our named executive officers were 50% for Mr. Ferra and 40% for each of Drs. Dornan and Jansen. In February 2024, our Compensation Committee met to review performance against the 2023 bonus goals and approved cash bonuses for the named executive officers in the amounts set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above.

Outstanding Equity Awards at Fiscal Year-End Table

The following table presents, for each of our named executive officers, information regarding outstanding stock options and RSUs held as of December 31, 2023:


	Option Awards⁽¹⁾						Stock Awards⁽²⁾
			Number of	Number of			Number of	Market Value
			Securities	Securities			Shares or	of Shares or
			Underlying	Underlying	Option		Units of	Units of Stock
	Vesting		Unexercised	Unexercised	Exercise	Option	Stock that	that Have Not
	Commencement		Options	Options	Price	Expiration	Have Not	Vested
Name	Date		Exercisable	Unexercisable	($)	Date	Vested	($)⁽³⁾
Joseph J. Ferra, Jr.	6/16/2021		155,690	93,414	16.00	6/16/2031	75,371	40,474
President and	2/14/2022		27,500	32,500	3.78	2/14/2032	—	—
Chief Executive Officer	1/6/2023	⁽⁴⁾	112,500	127,500	0.75	1/6/2033	—	—
	1/6/2023	⁽⁵⁾	30,000	—	0.75	1/6/2033	—	—
	2/15/2023		—	270,000	0.98	2/15/2033	—	—
	7/12/2023		—	35,000	1.51	7/12/2033	—	—

David Dornan, Ph.D.	11/29/2021		119,792	110,208	2.52	11/29/2031	—	—
Chief Scientific Officer	1/6/2023	⁽⁴⁾	60,938	69,062	0.75	1/6/2033	—	—
	2/15/2023		—	130,000	0.98	2/15/2033	—	—

Valerie M. Jansen, M.D., Ph.D.	4/19/2021		105,769	52,885	3.09	4/19/2031	—	—
Chief Medical Officer	10/19/2021		21,666	18,334	7.58	10/19/2031	—	—
	2/14/2022		27,500	32,500	3.78	2/14/2032	—	—
	1/6/2023	⁽⁴⁾	60,938	69,062	0.75	1/6/2033	—	—
	2/15/2023		—	130,000	0.98	2/15/2033	—	—

(1)

Except as otherwise noted, each option vests over a four-year period, with 25% of the shares underlying the option vesting after 12 months from the vesting commencement date and the balance vesting in equal monthly installments over the 36 months thereafter, provided that the grantee provides continuous service to the Company.

(2)

Except as otherwise noted, the RSUs vest over a four-year period, with 25% of the shares underlying the RSUs vesting after 12 months from the vesting commencement date and the balance vesting in equal quarterly installments over the 12 quarters thereafter, provided that the grantee provides continuous service to the Company.

(3)	Amounts represent the market value, based on the last reported closing price of the Company’s common stock as of December 31, 2023 ($0.537), as reported by Nasdaq, of the shares underlying the RSUs held as of December 31, 2023.

(4)	The option vests over a three-year period, with 25% of the shares underlying the option vesting upon the vesting commencement date and the balance vesting in equal monthly installments over the 36 months thereafter, provided that the grantee provides continuous service to the Company.

(5)	The option vested over a six-month period in equal monthly installments.

Employment Agreements

We have entered into employment agreements with certain senior management personnel, including our named executive officers. Each of these agreements provides for at-will employment and includes each officer’s base salary, a discretionary annual incentive bonus opportunity that may be based on individual and company performance and standard employee benefit plan participation. These agreements also provide for severance benefits upon termination of employment or a change in control of our company.

On July 12, 2023, we entered into an employment agreement with Mr. Ferra in connection with his appointment as President and Chief Executive Officer, which adjusted Mr. Ferra’s compensation terms. The employment agreement

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provides for an annual base salary and that Mr. Ferra will be entitled to an annual retention and performance bonus with a target amount equal to 50% of his base compensation, subject to his continued service on the payment date of such bonus. Mr. Ferra is an at-will employee and does not have a fixed employment term. He is eligible to participate in our employee benefit plans, including health insurance, that we offer to our employees.

On March 16, 2022, we entered into an offer letter with Dr. Dornan. The offer letter provides for an annual base salary and that Dr. Dornan will be entitled to an annual retention and performance bonus with a target amount equal to 40% of his base compensation, subject to his continued service on the payment date of such bonus. Dr. Dornan is an at-will employee and does not have a fixed employment term. He is eligible to participate in our employee benefit plans, including health insurance, that we offer to our employees.

On February 5, 2021, we entered into an offer letter with Dr. Jansen, as amended on October 14, 2021. The offer letter provides for an annual base salary and that Dr. Jansen will be entitled to an annual retention and performance bonus with a target amount equal to 40% of her base compensation, subject to her continued service on the payment date of such bonus. Dr. Jansen is an at-will employee and does not have a fixed employment term. She is eligible to participate in our employee benefit plans, including health insurance, that we offer to our employees.

We have also entered into a Change in Control and Severance Agreement (each, a “CIC and Severance Agreement”), with each of our executive officers, including Mr. Ferra and Drs. Dornan and Jansen. Under the CIC and Severance Agreements, in the event that the relevant individual is terminated for any reason other than for “cause,” they will be entitled to the following: (i) an amount equal to 12 months for Mr. Ferra, or nine months for our other named executive officers, of their base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum; (ii) to the extent such individual timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the full amount of their premium payments for such continued coverage for a period ending on the earlier of (x) 12 months for Mr. Ferra, or nine months for our other named executive officers, following the termination date and (y) the date that they becomes eligible for coverage under another employer’s plans; and (iii) accelerated vesting of their equity awards as if an additional 12 months for Mr. Ferra, or nine months for our other named executive officers, of vesting had occurred for any outstanding and unvested awards as of the date of their termination. Further, in the event that such termination of employment is without “cause” or is due to a resignation for “good reason,” that occurs within 12 months following a “change of control” of the Company, then: (i) the amount payable as severance shall be increased to 18 months for Mr. Ferra, or 12 months for our other named executive officers, of such individual’s base salary at the rate in effect immediately prior to such termination, plus 150% for Mr. Ferra, or 100% for our other named executive officers, of their then-current annual target bonus opportunity, payable in a cash lump-sum; (ii) the period of continued benefit coverage shall be increased to a period of 18 months for Mr. Ferra, or 12 months for our other named executive officers, following the termination date (or, if earlier, until the date that he or she becomes eligible for coverage under another employer’s plans); and (iii) the vesting acceleration of all equity awards shall be increased to 100% vesting acceleration of each of their then-outstanding equity awards. All such payments and benefits (whether with or apart from a change of control) will be subject to such individual’s execution of a general release of claims against us.

Each of our directors and executive officers is party to our standard form of indemnification agreement, under which we agree to indemnify our directors and executive officers against any and all expenses incurred by them in connection with legal proceedings arising out of their service as one of our directors or executive officers to the fullest extent permitted by Delaware law, subject to certain limitations. In addition, we maintain directors’ and officers’ insurance to cover our directors and executive officers.

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EQUITY COMPENSATION PLAN INFORMATION

The following table presents information as of December 31, 2023 with respect to compensation plans under which shares of our common stock may be issued:


				Number of Securities
				Remaining Available for
	Number of Securities			Future Issuance under
	to Be Issued upon	Weighted-Average		Equity Compensation
	Exercise of	Exercise Price of		Plans (Excluding
	Outstanding Options,	Outstanding Options,		Securities Reflected in
Plan category	Warrants and Rights	Warrants and Rights⁽¹⁾		Other Columns)
Equity compensation plans approved by security holders⁽²⁾	4,333,991	$	2.98	1,993,793	⁽³⁾
Equity compensation plans not approved by security holders	—		—	—
Total	4,333,991	$	2.98	1,993,793

(1)	The weighted-average exercise price does not take into account the shares of our common stock underlying RSUs, which have no exercise price.

(2)	Consists of our 2019 Equity Incentive Plan (the “2019 EIP”) and 2021 Equity Incentive Plan (the “2021 EIP”). Excludes any purchase rights accruing under our 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

(3)

Consists of 1,300,387 shares of common stock reserved for issuance under the 2021 EIP and 693,406 shares of common stock reserved for issuance under the 2021 ESPP. The 2021 EIP provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each year for the remaining term of the plan equal to (a) 5% of the number of issued and outstanding shares of common stock on December 31 of the immediately preceding year, or (b) a lesser amount as approved by the Board. The 2021 ESPP provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each year for the remaining term of the plan equal to (a) 1% of the number of issued and outstanding shares of common stock on December 31 of the immediately preceding year, or (b) a lesser amount as approved by the Board. On January 1, 2024, an additional 2,121,127 shares became available for future issuance under the 2021 EIP and an additional 424,225 shares became available for issuance under the 2021 ESPP. The additional shares from the annual increases on January 1, 2024 are not included in the table above.

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ADDITIONAL INFORMATION

Stockholder Proposals to be Presented at Next Annual Meeting

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting

Our bylaws provide that for stockholder nominations to our Board or other proposals to be considered at an annual meeting of stockholders, the stockholder must give timely notice thereof via electronic transmission to an email address designated by the Company on the investor relations page of our website.

To be timely for our company’s annual meeting of stockholders to be held in 2025 (the “2025 Annual Meeting”), a stockholder’s notice must be sent not earlier than 5:00 p.m. Eastern Time on February 28, 2025 and not later than 5:00 p.m. Eastern Time on March 30, 2025. A stockholder’s notice to the Company must set forth as to each matter the stockholder proposes to bring before the 2025 Annual Meeting the information required by applicable law and our bylaws. However, if the date of the 2025 Annual Meeting is more than 30 days before or more than 60 days after the one-year anniversary of the date of our 2024 Annual Meeting, for the stockholder notice to be timely, it must be sent to the Company not earlier than 5:00 p.m. Eastern Time on the 105th day prior to the currently proposed annual meeting and not later than 5:00 p.m. Eastern Time on the later of (1) the 90th day prior to such annual meeting or (2) 5:00 p.m. Eastern Time on the 10th day following the day on which public announcement of the date of such meeting is first made by us.

Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials

Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2025 Annual Meeting must be sent not later than December 27, 2024 in order to be considered for inclusion in our proxy materials for that meeting. A stockholder’s notice to the Company must set forth as to each matter the stockholder proposes to bring before the 2025 Annual Meeting the information required by applicable law and our bylaws.

Available Information

The Annual Report is also available at https://investors.elevationoncology.com/sec-filings.

“Householding” – Stockholders Sharing the Same Address

The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our Annual Report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided other instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well.

We expect that a number of brokers with account holders who are our stockholders will be “householding” our Annual Report on Form 10-K and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of Annual Report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting their broker.

Upon written or oral request, we will undertake to promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, Proxy Statement, proxy card, Annual Report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, Proxy Statement, proxy card, Annual Report and other proxy materials, you may write our Corporate Secretary at Elevation Oncology, Inc., 101 Federal Street, Suite 1900, Boston, Massachusetts 02110, Attn: Corporate Secretary, or submit a request on our website at https://investors.elevationoncology.com/investor-contacts.


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

	By Order of the Board of Directors,



	Joseph J. Ferra, Jr.
	President and Chief Executive Officer


	Page

INFORMATION ABOUT SOLICITATION AND VOTING	1

GENERAL INFORMATION ABOUT THE MEETING	1

GENERAL PROXY INFORMATION	2

CORPORATE GOVERNANCE	5

PROPOSAL 1: ELECTION OF DIRECTORS	11

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16

REPORT OF THE AUDIT COMMITTEE	17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	18

EXECUTIVE OFFICERS	22

EXECUTIVE COMPENSATION	23

EQUITY COMPENSATION PLAN INFORMATION	26

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	27

ADDITIONAL INFORMATION	28

OTHER MATTERS	30