19 unchanged sentences
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: We are continually monitoring and assessing the COVID-19 situation to minimize the impact to the design and operating effectiveness of our internal controls .
Other Information.
−Removed: Costs Associated with Exit or Disposal Activities
−Removed: On March 9, 2023, we announced a corporate restructuring and portfolio prioritization to focus our resources on the late-stage clinical development of OP-1250 for the treatment of ER+/HER2- metastatic breast cancer.
−Removed: As part of this restructuring, our workforce will be reduced by approximately 25%, affecting employees across research, early development, and general and administrative functions.
−Removed: This workforce reduction is expected to be completed by the end of the first quarter of 2023.
−Removed: Affected employees will be eligible to receive severance and other benefits, contingent upon such employee’s execution and the effectiveness of a separation agreement, which includes a general release of claims against us.
−Removed: We estimate that these severance and other costs will result in a one-time accounting charge of approximately $2.8 million in the first quarter of 2023, $2.7 million of which is attributable to cash expenditures expected to be paid in the same quarter, and expect that payment of these costs will also be made in the first quarter of 2023.
−Removed: The charges that we expect to incur in connection with the restructuring are subject to a number of assumptions, and actual results may differ materially.
−Removed: We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring.
−Removed: Departure of Directors or Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers
−Removed: As part of the restructuring, each of Kinney Horn, our Chief Business Officer, and Cyrus Harmon, Ph.D., our Chief Research Officer, will cease their employment with us, effective March 24, 2023, or the Separation Date, and has entered into a separation agreement with us.
−Removed: Pursuant to the separation agreement entered into with Mr.
−Removed: Horn, subject to the effectiveness of a general release of claims, Mr.
−Removed: Horn will (i) receive 12 months of his base salary and medical insurance coverage premiums, plus a pro-rated portion of his target bonus for 2023, for a total of approximately $0.5 million, less required deductions and withholdings, (ii) provide ongoing consulting and advisory services to us until such services are terminated by us or Mr.
−Removed: Horn pursuant to the terms of a consulting agreement, and (iii) upon the Separation Date and pursuant to the terms of his existing employment agreement with us, be entitled to accelerated vesting of options to purchase 39,384 shares of our common stock held as of the Separation Date.
−Removed: Pursuant to the separation agreement entered into with Dr.
−Removed: Harmon, subject to the effectiveness of a general release of claims, Dr.
−Removed: Harmon will be entitled to receive 12 months of his base salary and medical insurance coverage premiums, plus a pro-rated portion of his target bonus for 2023, for a total of approximately $0.6 million, less required deductions and withholdings.
−Removed: We expect that Dr.
−Removed: Harmon will continue in his role as a member of our Board of Directors.
−Removed: “At the Market” Equity Offering Program
−Removed: On March 9, 2023, we entered into a Sales Agreement, or the ATM Agreement, with Oppenheimer & Co., Inc., or the Agent, pursuant to which we may offer and sell, from time to time through the Agent, at our option, shares of our common stock for aggregate sales proceeds of up to $100 million, or the Shares.
−Removed: The issuance and sale, if any, of Shares under the ATM Agreement will be pursuant to our effective registration statement on Form S-3 (File No.
−Removed: 333-263117), and the related prospectus supplement dated March 9, 2023, in each case filed with the SEC.
−Removed: Pursuant to the ATM Agreement, the Agent may sell the Shares in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market.
−Removed: We may sell Shares in amounts and at times to be determined by us from time to time through the Agent and subject to the terms and conditions of the ATM Agreement, but we have no obligation to sell any of the Shares under the ATM Agreement.
−Removed: The offer and sale of the Shares pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Shares subject to the ATM Agreement or (b) the termination of the ATM Agreement.
−Removed: We have agreed to pay the Agent a commission of up to 3.0% of the aggregate gross proceeds from any Shares sold by the Agent and to provide the Agent with customary indemnification and contribution rights, including for liabilities under the Securities Act.
−Removed: We also will reimburse the Agent for certain specified expenses in connection with entering into the ATM Agreement.
−Removed: The ATM Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.
−Removed: The foregoing summary of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement, which is attached as Exhibit 1.1 to this Annual Report on Form 10-K.
−Removed: Cooley LLP, counsel to Olema, has issued a legal opinion relating to due authorization and valid issuance of the Shares, a copy of which, including the consent included therein, is attached as Exhibit 5.1 to this Annual Report on Form 10-K.
−Removed: This Annual Report on Form 10-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
24 unchanged sentences
Incorporation by Reference
−Removed: Sales Agreement by and between Registrant and Oppenheimer & Co.
−Removed: Inc., dated March 9, 2023.
+Added: Sales Agreement by and between Registrant and Cowen and Company, LLC, dated January 5, 2024
Amended and Restated Certificate of Incorporation.
1 unchanged sentence
Form of Common Stock Certificate.
−Removed: Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated September 30, 2020.
Description of Capital Stock.
−Removed: Opinion of Cooley LLP.
Olema Pharmaceuticals, Inc.
4 unchanged sentences
2020 Equity Incentive Plan.
−Removed: Incorporation by Reference
Forms of Stock Option Grant Notice and Stock Option Agreement under the Olema Pharmaceuticals, Inc.
2020 Equity Incentive Plan.
+Added: Incorporation by Reference
Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Olema Pharmaceuticals, Inc.
6 unchanged sentences
Amended and Restated Offer Letter by and between the Registrant and Sean Bohen, dated November 13, 2020.
−Removed: Amended and Restated Offer Letter by and between the Registrant and Cyrus L.
−Removed: Harmon, dated November 13, 2020.
−Removed: Amended and Restated Offer Letter by and between the Registrant and Kinney Horn, dated November 13, 2020.
Amended and Restated Offer Letter by and between the Registrant and Shane Kovacs, dated November 13, 2020.
−Removed: Amended and Restated Offer Letter by and between the Registrant and Peter Kushner, dated November 13, 2020.
Amended and Restated Offer Letter by and between the Registrant and David Myles, dated November 13, 2020.
−Removed: Incorporation by Reference
−Removed: Amended and Restated Offer Letter by and between the Registrant and John B.
−Removed: Moriarty, Jr., dated November 13, 2020.
−Removed: Clinical Collaboration and Supply Agreement by and between the Registrant and Novartis Institutes for BioMedical Research, Inc., dated July 22, 2020.
+Added: Amended and Restated Clinical Collaboration and Supply Agreement by and between the Registrant and Novartis Institutes for BioMedical Research, Inc., dated January 13, 2022.
+Added: Amendment No.
+Added: 1 to Amended and Restated Clinical Collaboration and Supply Agreement by and between the Registrant and Novartis Institutes for BioMedical Research, Inc., dated October 9, 2023.
Olema Pharmaceuticals, Inc.
1 unchanged sentence
Form of Stock Option Agreement and Option Grant Notice under the Inducement Plan.
+Added: Incorporation by Reference
Offer Letter by and between the Registrant and Naseem Zojwalla, dated December 15, 2021.
Drug Discovery Collaboration and License Agreement by and between the Registrant and Aurigene Discovery Technologies Limited, dated June 7, 2022.
+Added: Separation Agreement by and between the Registrant and Cyrus Harmon, dated March 21, 2023.
+Added: Separation Agreement by and between the Registrant and Kinney Horn, dated March 8, 2023.
+Added: Stock Purchase Agreement by and among the Registrant and the Purchasers named therein, dated September 5, 2023 .
+Added: Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, dated September 5, 2023 .
Subsidiaries of the Registrant as of December 31, 2023.
Consent of Independent Registered Public Accounting Firm.
−Removed: Consent of Cooley LLP (included in Exhibit 5.1).
Power of Attorney (included on the Signatures page of this Annual Report on Form 10‑K).
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Incentive Compensation Recoupment Policy.
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
55 unchanged sentences
Graham Walmsley, M.D., Ph.D.
+Added: /s/ Scott Garland
+Added: March 11, 2024
+Added: Scott Garland
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.