(MarkOne) ☒QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGEACT OF 1934 For the quarterly period endedMarch31,2025or ☐TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGEACT OF 1934 For the transition period fromtoCommission File Number:001-40523 Elevation Oncology,Inc.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒As of May 9, 2025, there were59,223,729shares of the registrant’s common stock outstanding. TABLE OF CONTENTS PartIFinancial Information5Item1.Condensed Consolidated Financial Statements (unaudited)5Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) andDecember31, 20245Condensed Consolidated Statements of Operations and Comprehensive Loss for theThree Months Ended March 31, 2025 and 2024 (unaudited)6Condensed Consolidated Statements of Stockholders’ Equity for the Three MonthsEnded March 31, 2025 and 2024 (unaudited)7Condensed Consolidated Statements of Cash Flows for the ThreeMonths EndedMarch 31, 2025 and 2024 (unaudited)8Notesto Condensed Consolidated Financial Statements (unaudited)9Item2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations26Item3.Quantitative and Qualitative Disclosures about Market Risk36Item4.Controls and Procedures36PartIIOther Information38Item1.Legal Proceedings38Item1A.Risk Factors38Item2.Unregistered Sales of Equity Securities and Use of Proceeds96Item3.Defaults Upon Senior Securities96Item4.Mine Safety Disclosures97Item5.Other Information97Item6.Exhibits97ExhibitIndex97Signatures99 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form10-Q, or Quarterly Report, contains “forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you canidentifyforward-looking statements by terms such as“believe,”“may,”“will,”“potentially,”“estimate,”“continue,”“anticipate,”“intend,”“could,”“would,”“project,”“plan,”“expect,”“predict,” “potential” and similar expressions that convey uncertainty of future events or outcomes,although not all forward-looking statements contain these words. We intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statementsare subject to a number of risks, uncertainties and assumptions, including those described in “RiskFactors” and elsewhere in this filing. Moreover, we operate in a competitive and rapidly changingenvironment, and new risks emerge from time to time. It is not possible for our management topredict all risks, nor can we assess the impact of all factors on our business or the extent to which anyfactor, or combination of factors, may cause actual results to differ materially from those contained inany forward-looking statements we may make. In light of these risks, uncertainties and assumptions,the forward-looking events and circumstances discussed in this Quarterly Report may not occur andactual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. The forward-looking statements in this Quarterly Report include, among other things, statementsabout: ●our ability to develop, obtain regulatory approval and commercialize EO-1022 and otherpotential product candidates;●the timing of our preclinical studies and clinical trials for EO-1022 and other potentialproduct candidates;●ourability to establish and maintain collaborations,including with Synaffix B.V.(“Synaffix”) whose technology platform we are using in developing EO-1022;●es