EQUITY

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

EQUITY

9. EQUITY

Preferred Stock

The Company has authorized preferred stock amounting to 10,000,000 shares as of December 31, 2024 and 2023.

Common Stock

The Company has authorized common stock amounting to 500,000,000 shares of $0.0001 par value as of December 31, 2024 and 2023.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any. No dividends have been declared or paid by the Company since its inception.

At-the-Market Offering

In July 2022, the Company entered into a Sales Agreement (the “2022 Sales Agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company was permitted to offer and sell, from time to time, shares of common stock having aggregate gross proceeds of up to $50.0 million (the “2022 ATM Shares”) at market prices (the “2022 ATM Facility”). The Company agreed to pay Cowen a commission of up to 3% of the gross proceeds of any sales of the 2022 ATM Shares pursuant to the 2022 Sales Agreement.

During the year ended December 31, 2024, the Company sold 11,625,295 of the 2022 ATM Shares pursuant to the 2022 Sales Agreement, with net proceeds of approximately $44.2 million after deducting $1.4 million of issuance costs.

In May 2024, the Company entered into a new sales agreement (the “2024 Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”), under which the Company may offer and sell, from time to time, shares of common stock having aggregate gross proceeds of up to $75.0 million (the “2024 ATM Shares”) at market prices (the “2024 ATM Facility”). The Company will pay TD Cowen a commission of up to 3% of the gross proceeds of any sales of the 2024 ATM Shares pursuant to the 2024 Sales Agreement. As of December 31, 2024, the Company has not sold any 2024 ATM Shares pursuant to the 2024 Sales Agreement.

June 2023 Public Offering

On June 8, 2023, Elevation entered into an Underwriting Agreement (the “Purchase Agreement”) with SVB Securities LLC and Cowen, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 17,810,000 shares of its common stock, par value $0.0001 per share (each a “Share” and collectively the “Shares”), pre-funded warrants to purchase 4,440,000 shares of its common stock (the “Pre-Funded Warrants”) and common stock warrants (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”) to purchase 22,250,000 shares of its common stock to the Underwriters. Each full Share was sold together with one Common Warrant at the public offering price of $2.25 per share, less underwriting discounts and commissions. Each full Pre-Funded Warrant was sold together with one Common Warrant at a public offering price of $2.2499 per Pre-Funded Warrant, which represents the per Share and Common Warrant public offering price less a $0.0001 per share exercise price for each such Pre-Funded Warrant.

The Common Warrants are exercisable at any time after the date of issuance and have an exercise price of $2.25 per share, subject to adjustment. The Common Warrants expire five years from the date of issuance. The Pre-Funded Warrants are exercisable at any time after the date of issuance and had no expiration date. The aggregate exercise price of the Pre-Funded Warrants, except for a nominal exercise price of $0.0001 per share of common stock, was pre-funded to the Company and, consequently, no additional consideration (other than the nominal exercise price of $0.0001 per share of common stock) is required for the exercise of the Pre-Funded Warrants.

The offering closed on June 13, 2023, and the Company received gross proceeds of $50.1 million before deducting underwriting discounts, commissions and offering expenses. As of the close of the offering, the Company issued 17,810,000 shares of common stock and Common Warrants to purchase 17,810,000 shares of common stock for a total consideration of $40.1 million and 4,440,000 shares of common stock and Pre-Funded Warrants to purchase 4,440,000 shares of common stock for a total consideration of $10.0 million. The terms and conditions of the Warrants are as noted and governed by the agreements entered into with the holders on June 13, 2023. Underwriting discount and commissions and other offering expenses of approximately $3.6 million incurred directly related to the offering were reflected as a reduction in additional paid-in capital.

As of December 31, 2024, Common Warrants for 200,000 shares have been exercised and all of the Pre-Funded Warrants have been exercised. The Pre-Funded Warrants were exercised by means of cashless exercise, resulting in the issuance of 4,439,836 shares.

The following is a summary of warrants outstanding pursuant to the purchase agreement as of December 31, 2024:

	Shares	Initial Recognition Date	Exercise Price		Expiration Date
Common Warrants	22,050,000	June 13, 2023	$	2.2500	June 13, 2028

The fair value of the Warrants issued to the Investors in the offering was approximately $35.6 million. The fair value of the Common Warrants was measured using a Monte Carlo simulation model with the following assumptions:

Stock price	$1.65
Strike price	$2.25
Volatility (annual)	110.00%
Risk-free rate	3.93%
Estimated time to expiration (years)	5
Dividend yield	—%

Total proceeds were allocated between the Shares and Warrants on a relative fair value basis given both securities are equity classified.