ELEV Elevation Oncology Inc

As filed with the Securities and Exchange Commission on March 6, 2025

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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ELEVATION ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

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101 Federal Street, Suite 1900

Boston, Massachusetts 02110

(716) 371-1125

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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2021 Equity Incentive Plan

2021 Employee Stock Purchase Plan

(Full title of the plan)

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Joseph J. Ferra, Jr.

President and Chief Executive Officer

Elevation Oncology, Inc.

101 Federal Street, Suite 1900

Boston, Massachusetts 02110

(716) 371-1125

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Effie Toshav, Esq.

Robert A. Freedman, Esq.

Ryan Mitteness, Esq.

Fenwick & West LLP

401 Union Street

Seattle, Washington 98101

(206) 389-4510

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 7(a)(2)(B) of the Securities Act.  ☐

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REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

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Elevation Oncology, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (a) 2,956,557 additional shares of common stock available for issuance under the Registrant’s 2021 Equity Incentive Plan (“2021 EIP”), pursuant to the provision of the 2021 EIP providing for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each year equal to 5% of the number of issued and outstanding shares of common stock on December 31 of the immediately preceding year and (b) 591,311 additional shares of common stock available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (“2021 ESPP”), pursuant to the provision of the 2021 ESPP providing for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each year equal to 1% of the number of issued and outstanding shares of common stock on December 31 of the immediately preceding year.

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In accordance with General Instruction E of Form S-8, and only with respect to the common stock issuable under the 2021 EIP and 2021 ESPP, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on June 25, 2021 (Registration No. 333-257377), March 3, 2022 (Registration No. 333-263250), March 9, 2023 (Registration No. 333-270386), and March 6, 2024 (Registration No. 333-277688), to the extent not superseded hereby.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

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Item 8.Exhibits.

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The following exhibits are filed herewith:

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SIGNATURES

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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 6th day of March, 2025.

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POWER OF ATTORNEY

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph J. Ferra, Jr. and Tammy Furlong, and each one of them, as his or her true and lawful attorney-in-fact, proxy and agent, with full power of substitution and resubstitution and full power to act without the other, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

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Exhibit 5.1

[Letterhead of Fenwick & West LLP]

March 6, 2025

Elevation Oncology, Inc.
101 Federal Street, Suite 1900

Boston, Massachusetts 02110

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Re: Registration Statement on Form S-8

Ladies and Gentlemen:

As counsel to Elevation Oncology, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about March 6, 2025 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 3,547,868 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), that consists (a) 2,956,557 Shares that are subject to issuance by the Company upon the exercise or settlement of awards granted or to be granted under the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) and (b) 591,311 Shares that are subject to issuance by the Company pursuant to purchase rights granted or to be granted under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) (collectively, the “Plans”).

As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company. We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.

In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the

Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination.

The opinions in this letter are limited to the existing General Corporation Law of the State of Delaware now in effect. We express no opinion with respect to any other laws.

Based upon, and subject to, the foregoing, it is our opinion that the Shares, when issued and sold by the Company in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan and the applicable form of award agreement thereunder, against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share), and duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is intended solely for your use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

FENWICK & WEST LLP

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Exhibit 23.2

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 6, 2025, with respect to the consolidated financial statements of Elevation Oncology, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2024. Our audit report includes an explanatory paragraph relating to Elevation Oncology, Inc.’s ability to continue as a going concern.

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/s/ CohnReznick LLP

New York, New York

March 6, 2025 

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Exhibit 107.1

Calculation Of Filing Fee Tables
Form S-8
Elevation Oncology, Inc.
(Exact Name of Registrant as specified in its Charter)

Newly Registered Securities

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