Olema Pharmaceuticals Enters Material Agreement, Discloses Equity Sales

TL;DR

Olema Pharma signed a big deal & sold stock, filing shows.

AI Summary

Olema Pharmaceuticals, Inc. announced on November 29, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Olema Pharmaceuticals, including a new agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Olema Pharmaceuticals, Inc. (company) — Registrant
• November 29, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share OLMA The Nasdaq Global Se
• $275 million — unt" is the proportion of approximately $275 million that is represented by the number of un
• $9.08 — 's common stock (the "Common Stock") at $9.08 per share and (ii) pre-funded warrants
• $9.0799 — he "Securities") at a purchase price of $9.0799 per Pre-Funded Warrant, which represent
• $250.0 m — Private Placement will be approximately $250.0 million, before deducting placement agent

Filing Documents

• olma-20241129.htm (8-K) — 69KB
• olma-ex4_1.htm (EX-4.1) — 188KB
• olma-ex10_1.htm (EX-10.1) — 507KB
• olma-ex99_1.htm (EX-99.1) — 27KB
• img39466132_0.jpg (GRAPHIC) — 171KB
• 0000950170-24-131965.txt ( ) — 1257KB
• olma-20241129.xsd (EX-101.SCH) — 23KB
• olma-20241129_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement with Novartis Pharma AG On November 29, 2024, Olema Pharmaceuticals, Inc., a Delaware corporation (the "Company"), entered into a Clinical Trial Collaboration and Supply Agreement (the "Agreement") with Novartis Pharma AG ("Novartis"). Pursuant to the Agreement, Novartis will provide the Company with ribociclib drug supply for the Company's planned Phase 3 OPERA-02 trial of palazestrant in combination with ribociclib in ER+/HER2- frontline advanced or metastatic breast cancer (the "OPERA-02 trial"). Under the Agreement, the Company will supply (including manufacturing, packaging and labeling) palazestrant and letrozole for the OPERA-02 trial. Novartis will manufacture and supply (including primary packaging) the Company with a specified amount of ribociclib, which amount is expected to be sufficient for the OPERA-02 trial. The parties granted to each other a non-exclusive, royalty-free license under certain of the parties' respective background patent rights and other technology to use the parties' respective study drugs in research and development, solely to the extent reasonably needed for the other party's activities in the collaboration. Any inventions developed in the performance of the clinical studies for the combined therapies (other than those specific to each component study drug) are jointly owned by the parties. Except as otherwise specified below, the Agreement does not grant any right of first negotiation to participate in future clinical trials, and each party retains all rights and ability to evaluate their respective compounds in any studies or clinical trials, either as a monotherapy or in combination with any other product or compound, in any therapeutic area. The parties retain their independent rights to commercialize their respective therapies both alone and with third parties. The Company granted Novartis a right of first negotiation with respect to (a) the grant to any pe

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On November 29, 2024, the Company entered into an exchange agreement (the "Exchange Agreement") with BVF, pursuant to which BVF agreed to exchange 3,420,000 shares of Common Stock for pre-funded warrants (the "Exchange Warrants") to purchase up to 3,420,000 shares of Common Stock (the "Exchange"). The terms of the Exchange Warrants are identical to the Pre-Funded Warrants, the description of which is incorporated by reference to Item 1.01 of this Current Report on Form 8-K. The Exchange Warrants will be issued without registration under the Securities Act, in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. The Exchange is expected to close on December 4, 2024. The foregoing description of the Exchange Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Warrants, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The disclosures set forth in Item 1.01 above regarding the Private Placement are incorporated in this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 2, 2024, the Company issued a press release announcing that it had entered into the Agreement and the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded and Exchange Warrant. Exhibit No. Description 10.1 Form of Securities Purchase Agreement. 99.1 Press release, dated December 2, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 2, 2024 By: /s/ Shane Kovacs Shane Kovacs Chief Operating and Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR