BVF Partners L.P. Ups Stake in Olema Pharmaceuticals

TL;DR

BVF Partners L.P. now owns 14.9% of Olema Pharma after filing an amendment.

AI Summary

BVF Partners L.P. has amended its Schedule 13D filing regarding Olema Pharmaceuticals, Inc. as of December 4, 2024. The filing indicates a change in beneficial ownership, with BVF Partners L.P. now holding 11,017,647 shares, representing approximately 14.9% of the outstanding common stock. This amendment reflects a shift in their stake in the company.

Why It Matters

This filing signals a significant ownership change by a major shareholder, which could influence Olema Pharmaceuticals' strategic decisions and stock performance.

Risk Assessment

Risk Level: medium — Changes in significant shareholder stakes can indicate shifts in investor confidence or strategy, potentially impacting the stock's volatility.

Key Numbers

• 14.9% — Ownership Stake (BVF Partners L.P.'s new beneficial ownership percentage in Olema Pharmaceuticals.)
• 11,017,647 — Shares Owned (The total number of Olema Pharmaceuticals shares held by BVF Partners L.P.)

Key Players & Entities

• BVF Partners L.P. (company) — Filing entity
• Olema Pharmaceuticals, Inc. (company) — Subject company
• James Kratky (person) — Contact person for BVF Partners L.P.
• 11,017,647 (dollar_amount) — Number of shares owned by BVF Partners L.P.
• 14.9% (dollar_amount) — Percentage of Olema Pharmaceuticals owned by BVF Partners L.P.

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $38,256,123 — nt (as defined below), is approximately $38,256,123, excluding brokerage commissions. The a
• $11,422,759 — nt (as defined below), is approximately $11,422,759. The aggregate cost basis of the 2,165
• $29,292,889 — he Exchange Agreement, is approximately $29,292,889, excluding brokerage commissions. The a
• $9,507,055 — 24 Purchase Agreement, is approximately $9,507,055. The aggregate cost basis of the 370,7
• $3,947,945 — he Exchange Agreement, is approximately $3,947,945, excluding brokerage commissions. The a
• $1,453,756 — 24 Purchase Agreement, is approximately $1,453,756. The aggregate cost basis of the 287,9
• $1,419,165 — he Exchange Agreement, is approximately $1,419,165, excluding brokerage commissions. The a
• $616,180 — 24 Purchase Agreement, is approximately $616,180. The 142,536 Shares beneficially owned
• $9.08 — e placement of (i) 19,928,875 Shares at $9.08 per Share and (ii) pre-funded warrants
• $9.0799 — 7,604,163 Shares at a purchase price of $9.0799 per Pre-Funded Warrant (such transactio

Filing Documents

• sc13da307422olma_12042024.htm (SC 13D/A) — 315KB
• 0000921895-24-002885.txt ( ) — 317KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The securities of the Issuer beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate cost basis of the 2,891,427 Shares directly beneficially owned by BVF and 1,797,527 Pre-Funded Warrants to purchase 1,797,527 Shares, which were acquired by BVF pursuant to the Exchange Agreement (as defined below), is approximately $38,256,123, excluding brokerage commissions. The aggregate cost basis of 1,258,027 Pre-Funded Warrants to purchase 1,258,027 Shares, which were acquired by BVF pursuant to the 2024 Purchase Agreement (as defined below), is approximately $11,422,759. The aggregate cost basis of the 2,165,776 Shares directly beneficially owned by BVF2 and 1,418,736 Pre-Funded Warrants to purchase 1,418,736 Shares, which were acquired by BVF2 pursuant to the Exchange Agreement, is approximately $29,292,889, excluding brokerage commissions. The aggregate cost basis of 1,047,044 Pre-Funded Warrants to purchase 1,047,044 Shares, which were acquired by BVF2 pursuant to the 2024 Purchase Agreement, is approximately $9,507,055. The aggregate cost basis of the 370,710 Shares directly beneficially owned by Trading Fund OS and 153,441 Pre-Funded Warrants to purchase 153,441 Shares, which were acquired by Trading Fund OS pursuant to the Exchange Agreement, is approximately $3,947,945, excluding brokerage commissions. The aggregate cost basis of 160,107 Pre-Funded Warrants to purchase 160,107 Shares, which were acquired by Trading Fund OS pursuant to the 2024 Purchase Agreement, is approximately $1,453,756. The aggregate cost basis of the 287,980 Shares held in the Partners Managed Accounts and 50,296 Pre-Funded Warrants to purchase 50,296 Shares, which were acquired by a c

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On November 29, 2024, the Issuer entered into a securities purchase agreement (the “2024 Purchase Agreement”) with the purchasers named therein (the “2024 Purchasers”), including certain of the Reporting Persons and one of the Partners Managed Accounts, which provides for the private placement of (i) 19,928,875 Shares at $9.08 per Share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 7,604,163 Shares at a purchase price of $9.0799 per Pre-Funded Warrant (such transaction, the “2024 Private Placement”). In connection with the 2024 Private Placement, BVF, BVF2, Trading Fund OS and Partners, on behalf of one of the Partners Managed Accounts, acquired Pre-Funded Warrants to purchase 1,258,027 Shares, 1,047,044 Shares, 160,107 Shares and 67,862 Shares, respectively. The 2024 Private Placement closed on December 4, 2024. Pursuant to the 2024 Purchase Agreement, the 2024 Purchasers agreed not to sell or transfer the securities acquired in connection with the 2024 Private Placement, and the Issuer’s executive officers and directors, including Dr. Hrustanovic, agreed not to sell or transfer any Shares or any securities convertible into or exercisable or exchangeable for Shares, until February 2, 2025, subject to certain exceptions, including sales pursuant to any previously adopted Rule 10b5-1 trading plans or sales for the purpose of covering tax withholding liabilities associated with the settlement of restricted stock units pursuant to the Issuer’s sell-to-cover program. In addition, pursuant to the 2024 Purchase Agreement, the Issuer also agreed to file a registration statement with the SEC on or before February 2, 2025 (subject to certain exceptions) for purposes of registering the resale of the Shares and Shares underlying the Pre-Funded Warrants, use its commercially reasonable efforts to have such registration statem

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: (a) The aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 73,806,720 Shares outstanding, as disclosed to the Reporting Persons by the Issuer, and (ii) certain or all of the 1,841,344 Shares underlying the Pre-Funded Warrants held by certain of the Reporting Persons, as applicable. With respect to Dr. Hrustanovic, the aggregate percentage of Shares reported owned is based on a denominator that is the sum of (x) 73,806,720 Shares, and (y) 142,536 Shares issuable upon the exercise of certain stock options held by him. As of the date hereof, (i) BVF beneficially owned 4,688,954 Shares, including 1,797,527 Shares underlying certain Pre-Funded Warrants held by it and excluding 1,258,027 Shares underlying certain Pre-Funded Warrants held by it, representing percentage ownership of approximately 6.2% of the Shares outstanding, (ii) BVF2 beneficially owned 2,209,593 Shares, including 43,817 Shares underlying certain Pre-Funded Warrants held by it and excluding 2,421,963 Shares underlying certain Pre-Funded Warrants held by it, representing percentage ownership of approximately 3.0% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 370,710 Shares, excluding 313,548 Shares underlying the Pre-Funded Warrants held by it, representing percentage ownership of less than 1% of the Shares outstanding, and (iv) 287,980 Shares were held in the Partners Managed Accounts, excluding 118,158 Shares underlying the Pre-Funded Warrants held by one of the Partners Managed Accounts, representing percentage ownership of less than 1% of the Shares outstanding. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 4,688,954 Shares beneficially owned by BVF, representing percentage ownership of approximately 6.2% of the Shares outstanding. BVF2 GP, as the gen

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: The description of the 2024 Purchase Agreement set forth in Item 4 above is incorporated herein by reference. A copy of the 2024 Purchase Agreement is referenced hereto as Exhibit 99.1. As of the date hereof, the Reporting Persons and one of the Partners Managed Accounts held Pre-Funded Warrants exercisable for an aggregate of 5,953,040 Shares. Each Pre-Funded Warrant is exercisable into one Share and has an exercise price of $0.0001 per Share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Shares outstanding immediately after exercise (the “Pre-Funded Warrants Blocker”). As of the date hereof, the Pre-Funded Warrants Blocker limits the exercise of the Pre-Funded Warrants held by the Reporting Persons and one of the Partners Managed Accounts to 1,841,344 Shares underlying such Pre-Funded Warrants. The foregoing description of the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Pre-Funded Warrants, which is referenced hereto as Exhibit 99.2 and incorporated herein by reference. Stock options to purchase 23,000 Shares were awarded to Dr. Hrustanovic on June 14, 2024 for no consideration in connection with his service on the Board. Pursuant to a certain agreement entered into between Partners and Dr. Hrustanovic, Dr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of the Shares issuable upon exercise of such stock options to Partners. The stock options vest in a series of 12 successive equal monthly installments measured from June 14

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby

Item 7 is hereby amended to add the following exhibits: 99.1 Form of 2024 Purchase Agreement, dated November 29, 2024 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024). 99.2 Form of Pre-Funded Warrants (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024). 16 CUSIP No. 68062P106

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 4, 2024 BIOTECHNOLOGY VALUE FUND, L.P. BIOTECHNOLOGY VALUE TRADING FUND OS LP By: BVF I GP LLC, its general partner By: BVF Partners L.P., its investment manager By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF I GP LLC BVF GP HOLDINGS LLC By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert Chief Executive Officer BIOTECHNOLOGY VALUE FUND II, L.P. BVF PARTNERS L.P. By: BVF II GP LLC, its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF II GP LLC BVF INC. By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF PARTNERS OS LTD. /s/ Mark N. Lampert By: BVF Partners L.P., its sole member MARK N. LAMPERT By: BVF Inc., its general partner By: /s/ Mark N. Lampert /s/ Gorjan Hrustanovic Mark N. Lampert GORJAN HRUSTANOVIC President 17

View Full Filing

View this SC 13D/A filing on SEC EDGAR