Exhibit (a)(1)(D)
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.
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 Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated June 23, 2025 (together with any amendments or supplements thereto, the “Offer to Purchase”), and 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”) in connection with the offer 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 purchase, subject to certain conditions, 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 and the Letter of Transmittal.
Also enclosed is Elevation’s Solicitation/Recommendation Statement on Schedule 14D-9.
We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions.
The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.