UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 313, 2025

Elevation Oncology, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40523

84-1771427

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

, New York

101 Federal Street, Suite 1900Boston, Massachusetts	02110
(Address of principal executive offices)	(Zip Code)

(716) 371-1125

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ELEV	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0204. ~~Departure~~Triggering ofEvents ~~Directors~~That Accelerate or ~~Certain~~Increases ~~Officers;~~a ~~Election~~Direct ofFinancial ~~Directors;~~Obligation ~~Appointment~~or ofan ~~Certain~~Obligation ~~Officers;~~under ~~Compensatory~~an ~~Arrangements~~Off-Balance ofSheet ~~Certain Officers~~Arrangement.

AsOn ~~previously~~April 3, ~~disclosed~~2025, Elevation Oncology, Inc., a Delaware corporation (the “Company”) ~~and~~delivered ~~Valerie~~written M.notice ~~Jansen, Chief Medical Officer of the Company, agreed that Dr. Jansen would step down as Chief Medical Officer effective March 31, 2025~~ (the “~~Separation~~Notice ~~Date~~Letter”). Onof ~~March 31,~~voluntary ~~2025,~~prepayment ~~Dr. Jansen~~to ~~entered~~K2 ~~into~~HealthVentures aLLC ~~separation agreement with the Company~~ (~~the~~ “~~Separation Agreement~~K2HV”), ~~pursuant~~advising toK2HV ~~which~~of ~~Dr. Jansen will receive~~ the ~~severance~~Company’s ~~benefits~~election to ~~which~~prepay ~~she~~its isTerm ~~entitled~~Loan ~~pursuant~~(as todefined ~~the~~below) ~~Change~~under inthat ~~Control~~certain Loan and ~~Severance~~Security Agreement, ~~between~~dated ~~the~~as ~~Company~~of ~~and Dr.~~July ~~Jansen~~27, ~~including~~2022 (~~i) a~~as ~~lump-sum~~amended ~~payment~~by ~~equal~~that tocertain ~~nine~~First ~~(9)~~Amendment ~~months~~to ofLoan ~~her~~and ~~annual~~Security ~~salary~~Agreement, ~~(ii) the~~dated ~~amount~~as of ~~COBRA~~March 1, ~~premiums~~2024, ~~she would be required to pay to maintain group healthcare coverage as in effect on~~ the ~~Separation~~“Loan ~~Date for up to nine (9~~Agreement”) ~~months~~by ~~following~~and among the ~~Separation Date~~Company, ~~and~~the ~~(iii) accelerated~~lenders ~~vesting~~from intime ~~her outstanding equity awards with respect~~ to ~~the~~time ~~number~~party ofthereto ~~shares and units that would have vested if Dr. Jansen had remained in service for nine~~ (~~9) months following~~ the ~~Separation~~“Lenders”), ~~Date.~~K2HV, ~~All~~as ~~payments~~administrative ~~and benefits provided under the Separation Agreement are contingent upon the effectiveness of~~agent, and ~~Dr. Jansen’s~~Ankura ~~continued~~Trust ~~compliance with~~Company, ~~the Separation Agreement. The Separation Agreement also contains a release of claims~~LLC, as ~~well~~collateral ~~as standard non-disparagement and confidentiality provisions~~agent.

~~The~~Pursuant ~~foregoing~~to ~~description~~the ofLoan Agreement, the ~~Separation~~Lenders ~~Agreement~~provided isa ~~qualified~~term loan to the Company in ~~its~~the ~~entirety~~aggregate byoriginal ~~reference~~principal amount of $30.0 million (the “Term Loan”). Under the Loan Agreement, the Company has the option to prepay all, but not less than all, of the ~~complete~~Term ~~text~~Loan, provided that the Company pays on the date of such prepayment (A) the ~~Separation~~aggregate ~~Agreement~~original principal amount of $30,000,000, (B) a ~~copy~~prepayment fee of ~~which~~$300,000, ~~will~~(C) a befinal ~~filed~~payment ~~with~~in the ~~Company’s~~amount ~~Quarterly~~of ~~Report~~$1,935,000 onand ~~Form~~(D) ~~10-Q~~accrued ~~for~~interest. The Company expects to pay the ~~three~~approximately ~~months~~$32.2 ~~ending~~million ~~March~~balance of the Loan Agreement, including all interest and fees payable under the Loan Agreement, on or about May 313, 2025. The final prepayment amount, including the amounts of principal, interest and other fees paid by the Company, will be reported in a filing with the U.S. Securities and Exchange Commission when the prepayment is made.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Elevation Oncology, Inc.

Date: April 1, 2025	By:	/s/ Tammy Furlong
Date: April 4, 2025	By:	/s/ Tammy Furlong
		Tammy Furlong
		Chief Financial Officer

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