Exhibit (a)(1)(C)
Offer to Purchase
All Outstanding Shares of Common Stock
of
ELEVATION ONCOLOGY, INC.
at
A Cash Amount of $0.36 per Share, Plus One Non-Transferable Contractual Contingent Value Right for Each Share (“CVR”), Which Represents the Right to Receive One or More Potential Cash Payments, Contingent upon: (i) the Receipt of Proceeds from Any CVR Product Disposition that Occurs Within One (1) Year Following the Merger Closing Date and Such Proceeds Are Received Within Five (5) Years Following the Merger Closing Date; and (ii) Closing Net Cash in Excess of $26,449,000, As Determined Within Thirty (30) Days Following the Merger Closing Date, as Described in the CVR Agreement.
Pursuant to the Offer to Purchase
Dated June 23, 2025
by
CONCENTRA MERGER SUB VI, INC.
a wholly owned subsidiary of
CONCENTRA BIOSCIENCES, LLC
TANG CAPITAL PARTNERS, LP
TANG CAPITAL MANAGEMENT, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M. EASTERN TIME ON JULY 22, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
June 23, 2025
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Concentra Merger Sub VI, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), to act as Depositary and Paying Agent in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Elevation Oncology, Inc., a Delaware corporation (“Elevation”), for: (i) $0.36 per Share in cash (the “Cash Amount”); plus (ii) one non-transferable contractual contingent value right for each Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), all upon the terms and subject to the conditions described in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee. On June 8, 2025, the Elevation board of directors (the “Elevation Board”) at a duly called and held meeting, duly and by unanimous vote: (i) determined that the terms of the Merger Agreement, the Offer and the other transactions contemplated by the Merger Agreement and the CVR Agreement (collectively, the “Transactions”) are advisable, fair to, and in the best interests of, Elevation and Elevation’s stockholders; (ii) approved and declared advisable the Merger Agreement and the Transactions; (iii) authorized and approved the execution, delivery and performance by Elevation of the Merger Agreement and the consummation by Elevation of the Transactions; and (iv) resolved to recommend that Elevation’s stockholders accept the Offer and tender their shares of Elevation Common Stock in the Offer.
Concurrently with the execution of the Merger Agreement, and as a condition and inducement to Elevation’s willingness to enter into the Merger Agreement, Tang Capital Partners, LP, a Delaware limited partnership (“TCP” or “Guarantor”) and sole member of Parent, delivered to Elevation a duly executed limited guaranty (the “Limited