What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-13 · 183 added, 138 removed, 472 unchanged (40% of the section changed)

14 unchanged sentences

Operating lease liabilities, current

Other current liabilities

Other current liabilities (Note 6)

Total current liabilities

Operating lease liabilities, net of current portion

Long-term borrowing

Total liabilities

2 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

no shares issued and outstanding as of March 31, 2025 and December 31, 2024.

10,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

no shares issued and outstanding as of June 30, 2025 and December 31, 2024.

Common stock, $ 0.0001 par value;

490,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

68,333,065 and 74,312,608 shares issued as of March 31, 2025 and December 31, 2024, respectively;

68,333,065 and 74,312,608 shares outstanding as of March 31, 2025 and December 31, 2024, respectively.

490,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

68,627,886 and 74,312,608 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital

7 unchanged sentences

(Amounts in thousands, except for share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

5 unchanged sentences

Interest income

Other (loss) income

Other income (loss)

Total other income

1 unchanged sentence

Weighted average shares used to compute net loss per share, basic and diluted²

Three Months Ended March 31,

Other comprehensive income (loss):

Net unrealized gain (loss) on marketable securities

¹ The amounts for the three and six months ended June 30, 2025 include a one-time milestone payment to Aurigene of $ 10 million.

The amount for the six months ended June 30, 2024 include a one-time milestone payment to Aurigene of $ 5 million.

² The weighted average shares used to compute net loss per share, basic and diluted, include the effect from the pre-funded warrants.

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive (loss) gain:

Net unrealized (loss) gain on marketable securities

Total comprehensive loss

3 unchanged sentences

(Amounts in thousands, except for share amounts)

Three Months Ended June 30, 2025

Comprehensive

Stockholders'

Balances at March 31, 2025

Stock-based compensation expense, including employee stock purchase plan expense

Issuance of shares under employee stock purchase plan

Exercise of stock options

Net unrealized loss on marketable securities

Balances at June 30, 2025

Six Months Ended June 30, 2025

Comprehensive

Stockholders'

Balances at December 31, 2024

Exchange of common stock shares for pre-funded warrants

( 6,070,000 )

Stock-based compensation expense

Stock-based compensation expense, including employee stock purchase plan expense

Issuance of shares under employee stock purchase plan

Exercise of stock options

Employee stock purchase plan expense

Issuance costs for the shares issued under equity private placement

Issuance cost associated with private equity placement

Exchange of common stock shares for pre-funded warrants

Net unrealized gain on marketable securities

Balances at June 30, 2025

See accompanying notes to the condensed consolidated financial statements.

Olema Pharmaceuticals, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(Amounts in thousands, except for share amounts)

Three Months Ended June 30, 2024

Comprehensive

Stockholders'

(Loss) Income

Balances at March 31, 2024

Issuance of shares under at-the-market offering, net of issuance costs of $ 25

Stock-based compensation expense

Issuance of shares under the employee stock purchase plan

Employee stock purchase plan expense

Exercise of stock options

Vesting of restricted stock awards

Net unrealized loss on marketable securities

Balances at June 30, 2024

Six Months Ended June 30, 2024

Comprehensive

Stockholders'

Income (Loss)

(Loss) Income

Balances at December 31, 2023

2 unchanged sentences

Exercise of stock options

Issuance of shares under the employee stock purchase plan

Employee stock purchase plan expense

1 unchanged sentence

Net unrealized loss on marketable securities

Balances at March 31, 2024

Balances at June 30, 2024

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

18 unchanged sentences

Issuance of shares under at-the-market offering, net of issuance costs of $ 166

Issuance costs for shares issued under private placement

Issuance costs for shares issued under 2024 equity private placement

Proceeds from borrowings under Credit Facility (Note 11)

Proceeds from issuance of common stock under employee stock purchase plan

Proceeds from exercise of stock options

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents at end of period

Supplemental disclosure of non-cash financing activity

Supplemental disclosure of cash flow information

Exchange of common stock for pre-funded warrants

Right-of-use asset obtained in exchange for operating lease liabilities

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

Olema Pharmaceuticals, Inc.

(“Olema” or the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of next-generation targeted therapies for women’s cancers.

(“Olema” or the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of next-generation targeted therapies for breast cancer and beyond.

The Company is advancing a pipeline of novel therapies by leveraging its deep understanding of endocrine-driven cancers, nuclear receptors, and mechanisms of acquired resistance.

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Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

The Company had $ 392.7 million of cash, cash equivalents and marketable securities at March 31, 2025, in addition to an available balance of $ 25.0 million under the Loan and Security Agreement dated as of September 5, 2023 (the “Original Loan Agreement”), by and between the Company, as borrower, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Bank”), as amended by the First Amendment to Loan and Security Agreement, dated June 28, 2024, by and between the Company and the Bank (the "Amendment," and the Original Loan Agreement as amended by the Amendment, the "Loan Agreement").

The Company had $ 361.9 million of cash, cash equivalents and marketable securities at June 30, 2025, in addition to an available balance of $ 22.0 million under the Loan and Security Agreement dated as of September 5, 2023 (the “Original Loan Agreement”), by and between the Company, as borrower, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Bank”), as amended by the First Amendment to Loan and Security Agreement, dated June 28, 2024, by and between the Company and the Bank (the "First Amendment"), as further amended by the Second Amendment to Loan and Security Agreement, dated June 27, 2025 by and between the Company and the Bank (the "Second Amendment" and, collectively with the First Amendment and the Original Loan Agreement, the "Loan Agreement").

Refer to Note 11.

Commitments and Contingencies for further details.

Long-term Borrowing for further details.

Management believes that the Company’s cash, cash equivalents, marketable securities, and the amounts available under the Loan Agreement will be sufficient to fund the Company’s current operating plan for at least the next 12 months from the filing date of these condensed consolidated financial statements.

1 unchanged sentence

On January 6, 2025, the Company entered into a sales agreement (the "2025 Sales Agreement") with TD Securities (USA) LLC, ("TD Cowen") as sales agent, pursuant to which the Company may offer and sell, from time to time, shares of the Company's common stock, having an aggregate offering price of up to $ 150.0 million (the “2025 ATM Shares”).

The 2025 Sales Agreement replaces the prior sales agreement entered into between the Company and Cowen and Company, LLC dated as of January 5, 2024 (the "2024 Sales Agreement").

During the year ended December 31, 2024, the Company issued 1,772,278 shares of its common stock under the 2024 Sales Agreement at a weighted average price of $ 13.19 for net proceeds of $ 22.8 million after deducting related issuance costs.

The sales of the 2025 ATM Shares will be made by any method permitted

that is deemed to be an "at-the-market" equity offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market.

The 2025 Sales Agreement replaces the prior sales agreement entered into between the Company and Cowen and Company, LLC dated January 5, 2024 (the "2024 Sales Agreement").

issuance costs.

The sales of the 2025 ATM Shares will be made by any method permitted that is deemed to be an "at-the-market" equity offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market.

The Company has agreed to pay TD Cowen a commission of up to 3.0 % of the aggregate gross proceeds from any 2025 ATM Shares sold by TD Cowen.

There were no sales under the 2025 Sales Agreement during the three months ended March 31, 2025.

As of March 31, 2025, $ 150.0 million remained available for issuance under the 2025 Sales Agreement.

There were no sales under the 2025 Sales Agreement during the three and six months ended June 30, 2025.

As of June 30, 2025, $ 150.0 million remained available for issuance under the 2025 Sales Agreement.

Private Placement

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Unaudited Interim Financial Information

The interim condensed consolidated balance sheet as of March 31, 2025, and the statements of operations and comprehensive loss, stockholders’ equity and cash flows for the three months ended March 31, 2025 and 2024 are unaudited.

The interim condensed consolidated balance sheet as of June 30, 2025, the statements of operations and comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and the statements of cash flows for the six months ended June 30, 2025 and 2024 are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial statements included in this report.

The financial data and the other information disclosed in these notes to the condensed consolidated financial statements related to the three-month period are also unaudited.

The financial data and the other information disclosed in these notes to the condensed consolidated financial statements related to the three- and six-month periods are also unaudited.

The results of operations presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period.

9 unchanged sentences

Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or fewer at the date of purchase.

Cash deposits are all in reputable financial institutions in the United States as of March 31, 2025, and December 31, 2024.

Cash and cash equivalents consisted of cash on deposit with U.S.

Cash deposits are all in reputable financial institutions in the United States as of June 30, 2025, and December 31, 2024.

Cash and cash equivalents primarily consisted of cash on deposit with U.S.

banks, including the Company’s bank account for its Australia subsidiary, denominated in U.S.

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The Company’s cash, cash equivalents, and marketable securities are held by financial institutions in the United States that management believes are of high credit quality.

Amounts on deposit with individual banking institutions may at times exceed the limits insured by the Federal Deposit Insurance Corporation (“FDIC”);

Amounts on deposit with individual banking institutions may at times exceed the limits insured by the Federal Deposit Insurance Corporation;

however, the Company has not experienced any losses on such deposits.

2 unchanged sentences

The Company’s product candidates require approvals from the U.S.

Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions.

Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions.

There can be no assurance that any product candidates will receive the necessary approvals.

10 unchanged sentences

The interest rate implicit in lease contracts is typically not readily determinable and as such, the Company uses the incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

Most leases include options to renew and, or terminate the lease, which can impact the lease term.

Most leases include options to renew or terminate the lease, which can impact the lease term.

The exercise of these options is at the Company’s discretion.

37 unchanged sentences

Stock-based compensation cost for performance-based restricted stock unit awards issued under the Company’s equity incentive plan is measured at the grant date based on the estimated fair value of the award, which is based on the closing stock price on the grant date, and is recognized as an expense when the Company determines that it is probable that the performance goals will be achieved, which the Company assess on a quarterly basis.

The Company recognizes stock compensation in accordance with Accounting Standards Codification 718, Compensation — Stock Compensation (“ASC 718”).

The Company recognizes stock compensation in accordance with Accounting Standards Codification ("ASC") 718, Compensation — Stock Compensation (“ASC 718”).

The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model.

13 unchanged sentences

dollars using the average exchange rates in effect during the period.

Remeasurement gains and losses are recorded as other income (expense) on the consolidated statements of operations.

Remeasurement gains and losses are recorded as other income (expense) on the condensed consolidated statements of operations.

The Company is subject to foreign currency risk with respect to its clinical and manufacturing contracts denominated in currencies other than the U.S.

4 unchanged sentences

The Company issued pre-funded warrants in connection with an equity private placement in 2024 and exchange agreements in November 2024 and January 2025.

The Company accounts for the pre-funded warrants as a freestanding equity-linked financial instrument that met the criteria for equity classification pursuant to Accounting Standards Codification 480, Distinguishing Liabilities from Equity ("ASC 480"), and ASC 815, Derivatives and Hedging ("ASC 815").

The Company accounts for the pre-funded warrants as a freestanding equity-linked financial instrument that met the criteria for equity classification pursuant to ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), and ASC 815, Derivatives and Hedging ("ASC 815").

Accordingly, the Company recorded the pre-funded warrants as a component of stockholders' equity within additional paid-in capital.

The Company valued the pre-funded warrants at issuance, concluding that their sales price approximated their fair value.

Exercise of the pre-funded warrants is virtually assured because the underlying common shares will be issued for nominal cash consideration, or at an exercise price of $ 0.0001 per share.

All necessary conditions for issuance of the underlying common shares were met when the pre-funded warrants were issued, and as such, related

pre-funded warrants shares were included in the denominator for both the basic and diluted earnings per share calculations.

The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share of the Company's common stock, subject to beneficial ownership limitations.

the pre-funded warrants is virtually assured because the underlying common shares will be issued for nominal cash consideration, or at an exercise price of $ 0.0001 per share.

All necessary conditions for issuance of the underlying common shares were met when the pre-funded warrants were issued, and as such, related pre-funded warrants shares were included in the denominator for both the basic and diluted earnings per share calculations.

Refer to Note 12.

3 unchanged sentences

Diluted net loss per common share is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities, and by dividing the diluted net loss by the weighted average number of common shares outstanding for the period, including the pre-funded warrants shares and potential dilutive common shares.

For purpose of this calculation, outstanding stock options, including unvested early exercised options, unvested restricted stock awards, unvested performance-based restricted stock unit awards and contingently issuable common stock related to the ESPP are considered potential dilutive common shares.

For purpose of this calculation, outstanding stock options, including unvested restricted stock awards, unvested performance-based restricted stock unit awards and contingently issuable common stock related to the ESPP are considered potential dilutive common shares.

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

5 unchanged sentences

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued a new income tax-related accounting guidance in Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures.

In December 2023, the Financial Accounting Standards Board ("FASB") issued a new income tax-related accounting guidance in ASU 2023-09, Improvements to Income Tax Disclosures .

The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

2 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the impact of the pending adoption of ASU 2023-09 on our consolidated financial statements and related disclosures.

The Company is currently evaluating the impact of the pending adoption of ASU 2023-09 on its consolidated financial statements and related disclosures.

Fair Value Measurement

6 unchanged sentences

• Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

March 31, 2025

June 30, 2025

(in thousands)

13 unchanged sentences

Government-sponsored enterprise securities

March 31, 2025

June 30, 2025

(in thousands)

14 unchanged sentences

For debt securities, the Company also considers whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses.

There were no marketable securities that had been in a consecutive loss position for more than 12 months as of March 31, 2025.

During the three months ended March 31, 2025, the Company did not recognize any other-than-temporary impairment loss.

As of March 31, 2025, there was no allowance for losses on available-for-sale debt securities attributable to credit risk.

As of March 31, 2025, all of the Company’s cash and cash equivalents consisted of cash on deposit with U.S.

banks denominated in U.

dollars and Australian dollars.

There were no marketable securities that had been in a consecutive loss position for more than 12 months as of June 30, 2025.

During the three and six months ended June 30, 2025, the Company did not recognize any other-than-temporary impairment loss.

As of June 30, 2025, there was no allowance for losses on available-for-sale debt securities attributable to credit risk.

As of June 30, 2025, all of the Company’s cash and cash equivalents primarily consisted of cash on deposit with U.S.

banks denominated in U.S.

dollars and Australian dollars, and investments in interest bearing money market funds.

Prepaid Expenses and Other Current Assets

1 unchanged sentence

Interest receivable

Prepaid clinical development costs

Value added tax receivable

Prepaid subscriptions and licenses

Prepaid insurance

Prepaid clinical development costs

Other Assets and Long-Term Deposits

7 unchanged sentences

Accrued research and development related costs

Accrued professional fees

Accrued employee bonuses

Accrued corporate related costs

Accrued payroll related costs

4 unchanged sentences

The 2014 Plan was terminated on the date the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), which is described below, became effective, and since that date, no additional awards have been or will be made pursuant to the 2014 Plan.

However, any outstanding awards granted under the 2014 Plan remains outstanding, subject to the terms of the 2014 Plan award agreements, until such outstanding options are exercised or until any awards terminate or expire by their terms.

However, any outstanding awards granted under the 2014 Plan will remain outstanding, subject to the terms of the 2014 Plan award agreements, until such outstanding options are exercised or until any awards terminate or expire by their terms.

In 2020, the Board and the Company’s stockholders approved and adopted the 2020 Plan.

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Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Expected dividend yield is 0 % since the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The expected dividend yield is 0 % since the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The assumptions that the Company used to determine the estimated grant-date fair value of stock options granted to employees and directors under the 2020 Plan and the 2022 Inducement Plan were as follows, presented as a weighted average:

7 unchanged sentences

Outstanding as of December 31, 2024

Outstanding as of March 31, 2025

Options vested and exercisable as of March 31, 2025

Options expected to vest as of March 31, 2025

Forfeited and cancelled

Outstanding as of June 30, 2025

Options vested and exercisable as of June 30, 2025

Options expected to vest as of June 30, 2025

2020 Employee Stock Purchase Plan

8 unchanged sentences

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock offered under the ESPP.

Stock-based compensation expense related to the ESPP was $ 0.2 million and $ 0.2 million for the three months ended March 31, 2025 and 2024, respectively.

Stock-based compensation expense related to the ESPP w as $ 0.2 million for each of the three-month periods ended June 30, 2025 and 2024, and $ 0.4 million for each of the six-month periods ended June 30, 2025 and 2024 .

Stock-Based Compensation Expense

Stock-based compensation expense related to awards granted under the 2014 Plan, the 2020 Plan, the ESPP and the 2022 Inducement Plan was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

3 unchanged sentences

Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Weighted average shares used to compute net loss per share, basic and diluted¹

Net loss per share, basic and diluted

* Reflects the weighted average effect of the pre-funded warrants on the calculation of basic and diluted net loss per share.

¹ The weighted average shares used to compute net loss per share, basic and diluted, include the effect from the pre-funded warrants.

The potentially dilutive shares that were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented are as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Options to purchase common stock

Unvested performance-based restricted stock unit awards

Unvested restricted stock awards

Employee stock purchase plan contingently issuable

The Company leases certain of its facilities under non-cancellable operating leases expiring at various dates through 2027.

On December 15, 2020, the Company entered into a lease agreement with Tennieh LLC to lease approximately 9,800 square feet of office and lab space in San Francisco, California (the “Laboratory Lease Agreement”).

The Laboratory Lease Agreement is for a period of five years commencing approximately February 1, 2021 and ending January 31, 2026.

The Laboratory Lease Agreement was for a period of five years commencing approximately February 1, 2021 and ending January 31, 2026.

In April 2025, the Company exercised its option to extend the lease term by an additional year, resulting in a revised expiration date of January 31, 2027 .

The modification was accounted under ASC 842, resulting in a remeasurement of the lease liability and a corresponding $ 0.8 million increase to the ROU asset.

The incremental borrowing rate was also updated as part of the remeasurement.

According to the terms of the Laboratory Lease Agreement, the Company paid a $ 0.4 million security deposit and is required to pay monthly rent and common area charges.

No additional security deposit was paid in connection with the amendment.

On August 17, 2023, the Company entered into a sublease agreement with Dropbox, Inc.

to sublease approximately 6,713 square feet of office space in San Francisco, California (the “Dropbox Sublease Agreement”).

The Dropbox Sublease Agreement is for a period of two years commencing on September 5, 2023 and ending December 31, 2025.

The Dropbox Sublease Agreement was for a period of two years commencing on September 5, 2023 and ending December 31, 2025.

In June 2025, the Company exercised its option to extend the lease term by an additional year, resulting in a revised expiration date of December 31, 2026 .

The modification was accounted under ASC 842, resulting in a remeasurement of the lease liability and a corresponding $ 0.1 million increase to the ROU asset.

The incremental borrowing rate was also updated as part of the remeasurement.

According to the terms of the Dropbox Sublease Agreement, the Company paid a $ 0.1 million security deposit and is required to pay monthly rent and common area charges.

The sublease was accounted for under Topic 842 and the Company recorded ROU asset and lease liability of $ 0.2 million and $ 0.2 million, respectively, in the accompanying condensed consolidated financial statements.

No additional security deposit was paid in connection with the amendment.

On August 23, 2023, the Company entered into a lease agreement with The Cambridge Redevelopment Authority to lease approximately 4,020 square feet of office space in Cambridge, Massachusetts (the “Cambridge Lease Agreement”).

1 unchanged sentence

According to the terms of the Cambridge Lease Agreement, the Company paid a less than $ 0.1 million security deposit and is required to pay monthly rent and common area charges.

The lease was accounted for under Topic 842 and the Company recorded ROU asset and lease liability of $ 0.7 million and $ 0.7 million, respectively, in the accompanying condensed consolidated financial statements.

The following table summarizes total lease expense during the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

The following table summarizes total lease expense during the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Straight-line operating lease expense

1 unchanged sentence

Total operating lease expense

The following table summarizes supplemental cash flow information during the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

The following table summarizes supplemental cash flow information during the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Cash paid for amounts included measurement of lease liabilities:

Operating cash flows from operating leases

The following table summarizes the Company’s future minimum lease payments and reconciliation of lease liabilities as of March 31, 2025 (in thousands):

2025 (from April 2025)

Supplemental noncash information on lease liability arising from obtaining a right-use-asset

The following table summarizes the Company’s future minimum lease payments and reconciliation of lease liabilities as of June 30, 2025 (in thousands):

2025 (from July 2025)

Total future minimum lease payments

2 unchanged sentences

Lease liabilities, non-current

The following table summarizes lease term and discount rate as of March 31, 2025:

Three Months Ended March 31,

The following table summarizes the lease term and discount rate as of June 30:

Weighted-average remaining lease term (years)

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On November 29, 2024, the Company entered into a Clinical Trial Collaboration and Supply Agreement (the "Novartis Pharma Agreement") with Novartis Pharma AG (collectively, with affiliated entities, "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").

Pursuant to the Agreement, Novartis will provide the Company with ribociclib drug supply for the Company’s planned Phase 3 OPERA-02 clinical trial of palazestrant in combination with ribociclib in ER+/HER2- frontline advanced or metastatic breast cancer (the "OPERA-02 trial").

Under the Novartis Pharma Agreement, the Company will supply (including manufacturing, packaging and labeling) palazestrant and letrozole for the OPERA-02 trial.

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The Novartis Pharma Agreement will terminate on the fifth anniversary of the date on which the first dose of palazestrant is administered to the first study subject.

Either party may terminate the Novartis Pharma Agreement for the uncured material breach or insolvency of the other party, for failure to comply with certain anti-corruption obligations, in the event of a change of control of the other party, if it reasonably deems it necessary in order to protect the safety, health or welfare of subjects enrolled in the clinical studies for the combined therapies due to the existence of a material safety issue, if the parties jointly decide that the Olema Combination is not achieving sufficiently superior levels of efficacy, if any regulatory authority action prevents a party (or the Letrozole supplier) from supplying its product, in the event of an unresolved force majeure event, or in certain circumstances for an unresolved clinical hold with respect to ribociclib, palazestrant or letrozole (or the combination of ribociclib and palazestrant or ribociclib and letrozole).

In addition, Novartis may terminate the Novartis Pharma Agreement if the Company has failed to commence the OPERA-02 trial on or prior to

March 31, 2026 or if the Company consummates an Olema Compound Transaction, and the Company may terminate the Novartis Pharma Agreement if the Company terminates the OPERA-02 trial other than due to a material safety issue, efficacy issue, regulatory action or upon a clinical hold.

Costs incurred in connection to the Novartis Pharma Agreement are included in the research and development expense in the accompanying condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025.

Loan Agreement

On September 5, 2023, the Company entered into the Original Loan Agreement by and between the Company and the Bank.

The Original Loan Agreement provided for a four-year senior secured credit facility in an aggregate principal amount of up to $ 50.0 million (the "Original Credit Facility"), of which $ 25.0 million became available upon the closing of a private placement of our common stock to selected institutional and accredited investors pursuant to a securities purchase agreement in September 2023, and the remaining $ 25.0 million could have been made available upon approval of the Bank in its discretion.

The Original Credit Facility was to mature on August 1, 2027 (the "Original Maturity Date").

On June 28, 2024, the Company entered into a First Amendment to Loan and Security Agreement (the "Amendment"), by and between the Company and the Bank, which amends the terms of the Original Loan Agreement (the Original Loan Agreement, as amended, the "Loan Agreement"), in order to, among other things, (i) increase the aggregate principal amount of the Original Credit Facility from up to $ 50 million to up to $ 100 million, of which $ 25 million is currently available, an additional $ 25 million will become available upon the Company achieving certain milestones related to execution of a first line pivotal Phase 3 clinical trial of palazestrant in combination with ribociclib, and an additional $ 50 million which may be made available upon approval of the Bank (the Original Credit Facility, as amended, the "Credit Facility"), and (ii) extend the Original Maturity Date to July 1, 2028 .

As of March 31, 2025, the Company had not drawn down from the Credit Facility.

The obligations under the Loan Agreement are secured by substantially all of the assets of the Company, subject to limited exceptions.

During the term of the Credit Facility, interest will accrue on any outstanding balance due under the Credit Facility at a floating rate per annum equal to the higher of (i) 8.0 % and (ii) the prime rate.

During an event of default, any outstanding amount under the Credit Facility will bear interest at a rate of 3.0 % in excess of the otherwise applicable rate of interest.

The Company will pay certain fees with respect to the Credit Facility, including a prepayment fee on any amount advanced under the Credit Facility to the extent paid prior to the Maturity Date, a final payment fee on the amount advanced under the Credit Facility, and an unused commitment fee of 1.5 % on the portion of Credit Facility that remains undrawn as of June 30, 2025, as well as certain other fees and expenses of the Bank.

The Loan Agreement contains customary events of default, including, but not limited to, nonpayment of principal, interest, fees or other amounts;

material inaccuracy of a representation or warranty;

failure to perform or observe covenants;

cross-defaults with certain other indebtedness;

bankruptcy and insolvency events;

material monetary judgment defaults;

material adverse change occurs;

and a material impairment in the Bank’s security interest.

Upon the occurrence of an event of default (subject, in certain cases, to notice and grace periods), obligations under the Loan Agreement may be accelerated.

The Loan Agreement also contains a number of customary representations, warranties and covenants that, among other things, limit the ability of the Company to (subject to certain qualifications and exceptions):

create liens and encumbrances;

incur additional indebtedness;

merge, dissolve, liquidate or consolidate;

make acquisitions, investments, advances or loans;

dispose of or transfer assets;

pay dividends or make other payments in respect of its capital stock;

amend certain material documents;

redeem or repurchase certain debt;

make payments on subordinated debt;

and engage in certain transactions with affiliates.

Clinical Collaboration and Supply Agreement

or in certain circumstances for an unresolved clinical hold with respect to ribociclib, palazestrant or letrozole (or the combination of ribociclib and palazestrant or ribociclib and letrozole).

In addition, Novartis may terminate the Novartis Pharma Agreement if the Company has failed to commence the OPERA-02 trial on or prior to March 31, 2026 or if the Company consummates an Olema Compound Transaction, and the Company may terminate the Novartis Pharma Agreement if the Company terminates the OPERA-02 trial other than due to a material safety issue, efficacy issue, regulatory action or upon a clinical hold.

2020 Clinical Collaboration and Supply Agreement with Novartis

On July 22, 2020, the Company entered into a non-exclusive clinical collaboration and supply agreement with Novartis Institutes for BioMedical Research, Inc.

On January 13, 2022, the Company entered into an amended

and restated clinical collaboration and supply agreement with Novartis, and on October 9, 2023, the Company and Novartis entered into the amendment no.

On January 13, 2022, the Company entered into an amended and restated clinical collaboration and supply agreement with Novartis, and on October 9, 2023, the Company and Novartis entered into the amendment no.

1 (the "Novartis Amendment") to the amended and restated clinical collaboration and supply agreement (as amended, the "Novartis Agreement").

The collaboration is focused on the evaluation of the safety, tolerability and efficacy of palazestrant in combination with Novartis’ proprietary CDK4/6 inhibitor Kisqali® (ribociclib) and/or Novartis’ proprietary phosphatidylinositol 3-kinase ("PI3Ka") Inhibitor Piqray® (alpelisib) (collectively the "Novartis Study Drugs") as part of the Company’s Phase 1b/2 clinical study of palazestrant in patients with metastatic estrogen receptor-positive breast cancer.

The Novartis Amendment, among other things, expanded the Company's clinical collaboration with Novartis, increasing the size of the ongoing Phase 1/2 clinical study testing palazestrant in combination with ribociclib to approximately 60 patients.

The collaboration is focused on the evaluation of the safety, tolerability and efficacy of palazestrant in combination with Novartis’ proprietary CDK4/6 inhibitor Kisqali® (ribociclib) and/or Novartis’ proprietary phosphatidylinositol 3-kinase ("PI3Ka") Inhibitor Piqray® (alpelisib) (collectively the "Novartis Study Drugs") as part of the Company’s Phase 1b/2 study of palazestrant in patients with metastatic estrogen receptor-positive breast cancer.

The Novartis Amendment, among other things, expanded the Company's clinical collaboration with Novartis, increasing the size of the ongoing Phase 1/2 study testing palazestrant in combination with ribociclib to approximately 60 patients.

The Company will be responsible for the conduct of the clinical trials for the combined therapies in accordance with a mutually agreed development plan.

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In addition, Novartis may terminate the Novartis Agreement if certain disputes between the parties are not resolved after following the applicable dispute resolution procedures, and the Company may terminate the Novartis Agreement in the event the Company terminates all clinical trials of the combined therapies other than due to a material safety issue or upon a clinical hold.

Costs associated with research activities performed under the agreement are included in research and development expenses in the accompanying condensed consolidated financial statements, with any reimbursable costs from Novartis reflected as a reduction of such expenses.

Costs associated with research activities performed under the agreement are included in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025, and 2024, with any reimbursable costs from Novartis reflected as a reduction of such expenses.

The Company had previously incurred the full agreed-upon reimbursement amount.

Clinical Trial Agreement

In November 2020, the Company entered into a non-exclusive clinical trial agreement with Pfizer Inc.

(“Pfizer”) (the “Pfizer Agreement”), to evaluate the safety and tolerability of palazestrant in combination with Pfizer’s proprietary CDK4/6 inhibitor IBRANCE® (palbociclib) in patients with recurrent, locally advanced or metastatic ER+, HER2 breast cancer in a clinical trial.

Clinical Trial Agreement with Pfizer

In November 2020, the Company entered into a non-exclusive clinical trial agreement with Pfizer (the “Pfizer Agreement”), to evaluate the safety and tolerability of palazestrant in combination with Pfizer’s proprietary CDK4/6 inhibitor IBRANCE® (palbociclib) in patients with recurrent, locally advanced or metastatic ER+, HER2 breast cancer in a clinical trial.

Under the terms of the non-exclusive agreement, the Company will be responsible for conducting the clinical trial for the combined therapies and Pfizer is responsible for supplying IBRANCE® to the Company at no cost to the Company.

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The Company is responsible for manufacturing, packaging and labeling palazestrant, and for packaging and labeling all drugs used in the clinical trials for the combined therapies (other than IBRANCE®).

responsible for manufacturing and delivering to us IBRANCE® in such quantities as reasonably needed for the clinical trials for the combined therapies.

Pfizer is responsible for manufacturing and delivering to us IBRANCE® in such quantities as reasonably needed for the clinical trials for the combined therapies.

The Pfizer Agreement will terminate upon completion of all activities outlined in the study plan and the relevant protocols.

Either party may terminate the Pfizer Agreement for the uncured material breach or insolvency of the other party, if it reasonably deems it necessary in order to protect the safety, health or welfare of subjects enrolled in the clinical trials for the combined therapies due to the existence of a material safety issue, or in certain circumstances for an unresolved clinical hold with respect to either the IBRANCE® or palazestrant.

Either party may terminate the Pfizer Agreement for the uncured material breach of the other party, if it reasonably deems it necessary in order to protect the safety, health or welfare of subjects enrolled in the clinical trials for the combined therapies due to the existence of a material safety issue, or in certain circumstances for an unresolved clinical hold with respect to either IBRANCE® or palazestrant.

In addition, either party may terminate the Pfizer Agreement if certain disputes between the parties are not resolved after following the applicable dispute resolution procedures or if either party determines to discontinue clinical development for medical, scientific, legal or other reasons.

The Pfizer Agreement does not grant any right of first negotiation to participate in future clinical trials, and each of the parties retains all rights and ability to evaluate their respective compounds.

Costs incurred in connection to the Pfizer Agreement are included in the research and development expense in the accompanying condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025, and 2024.

License Agreement

License Agreement with Aurigene

In June 2022, the Company entered into an exclusive global license agreement with Aurigene Discovery Technologies Limited (“Aurigene”) to research, develop and commercialize novel small molecule inhibitors of an undisclosed oncology target (“the Aurigene Agreement”).

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The term of the Aurigene Agreement will continue until the expiration of the last-to-expire of all payment obligations with respect to all licensed products thereunder, unless terminated earlier in accordance with the terms of the Aurigene Agreement.

The Aurigene Agreement may be terminated (a) by the Company for convenience, in its sole discretion, upon prior written notice to Aurigene, (b) by either the Company or Aurigene in connection with the other party’s uncured material breach or (c) by either the Company or Aurigene in connection with the insolvency of the other party.

The Aurigene Agreement may be terminated (a) by the Company for convenience, in its sole discretion, upon prior written notice to Aurigene, (b) by either the Company or Aurigene

in connection with the other party’s uncured material breach or (c) by either the Company or Aurigene in connection with the insolvency of the other party.

The $ 8.0 million upfront payment was incurred in June 2022.

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Payments due to Aurigene upon or subsequent to regulatory approval will be accrued as a provision to cost of sales in the period when achievement of respective milestone target is probable.

The $ 5.0 million milestone payment related to initiation of the first IND-enabling safety study was incurred and recorded as research and development expenses in the accompanying condensed consolidated statement of operations and comprehensive loss during the three months ended March 31, 2024.

There was no milestone met during the three months ended March 31, 2025.

In April 2025, a milestone for $ 10.0 million payment related to dosing of the fifth patient in the first Phase 1 trial was met.

The $ 10.0 million milestone payment related to dosing of the fifth patient in the first Phase 1 study was incurred during the three months ended June 30, 2025 and recognized as research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2025.

Management Services Agreements

The Company conducts research and development programs internally and through third parties that include, among others, arrangements with vendors, consultants, CMOs, and CROs.

The Company has contractual arrangements in the normal course of business with these parties, however, the contracts with these parties

are cancelable generally on reasonable notice within one year and the Company’s obligations under these contracts are primarily based on services performed through termination dates plus certain cancelation charges, if any, as defined in each of the respective agreements.

The Company has contractual arrangements in the normal course of business with these parties, however, the contracts with these parties are cancelable generally on reasonable notice within one year and the Company’s obligations under these contracts are primarily based on services performed through termination dates plus certain cancelation charges, if any, as defined in each of the respective agreements.

In addition, these agreements may, from time to time, be subjected to amendments as a result of any change orders executed by the parties.

As of March 31, 2025, the Company did not have material contractual commitments with respect to these arrangements.

As of June 30, 2025, the Company did not have material contractual commitments with respect to these arrangements.

Contingencies

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The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited.

As of March 31, 2025, the Company had not incurred any material costs as a result of such indemnifications.

As of June 30, 2025, the Company had not incurred any material costs as a result of such indemnifications.

Long-term Borrowing

On September 5, 2023, the Company entered into the Original Loan Agreement by and between the Company and the Bank.

The Original Loan Agreement provided for a four-year senior secured credit facility in an aggregate principal amount of up to $ 50.0 million (the "Original Credit Facility"), of which $ 25.0 million became available upon the closing of a private placement of our common stock to selected institutional and accredited investors pursuant to a securities purchase agreement in September 2023 ("Term Loan A"), and the remaining $ 25.0 million could have been made available upon approval of the Bank in its discretion.

The Original Credit Facility was to mature on August 1, 2027 (the "Original Maturity Date").

On June 28, 2024, the Company entered into the First Amendment, which, among other things, (i) increased the aggregate principal amount of the Original Credit Facility from up to $ 50 million to up to $ 100 million, of

which the Term Loan A of $ 25 million was immediately available, an additional $ 25 million will become available upon the Company achieving certain milestones related to execution of a first line pivotal Phase 3 clinical trial of palazestrant in combination with ribociclib, and an additional $ 50 million which may be made available upon approval of the Bank, and (ii) extended the Original Maturity Date to July 1, 2028 ("Maturity Date").

On June 27, 2025, the Company entered into the Second Amendment (the Original Credit Facility, as amended, the "Credit Facility"), which, among other things, (i) decreased the interest rate to a floating rate equal to the greater of 6.0 % or the prime rate, and (ii) extended the draw period for the Term Loan A to January 15, 2026 .

The obligations under the Loan Agreement are secured by substantially all of the assets of the Company, subject to limited exceptions.

During the term of the Credit Facility, interest will accrue on any outstanding balance due under the Credit Facility at a floating rate per annum equal to the greater of (i) 6.0 % and (ii) the prime rate.

During an event of default, any outstanding amount under the Credit Facility will bear interest at a rate of 3.0 % in excess of the otherwise applicable rate of interest.

The Loan Agreement contains customary events of default, including, but not limited to, nonpayment of principal, interest, fees or other amounts;

material inaccuracy of a representation or warranty;

failure to perform or observe covenants;

cross-defaults with certain other indebtedness;

bankruptcy and insolvency events;

material monetary judgment defaults;

material adverse change occurs;

and a material impairment in the Bank’s security interest.

Upon the occurrence of an event of default (subject, in certain cases, to notice and grace periods), obligations under the Loan Agreement may be accelerated.

create liens and encumbrances;

incur additional indebtedness;

merge, dissolve, liquidate or consolidate;

make acquisitions, investments, advances or loans;

dispose of or transfer assets;

pay dividends or make other payments in respect of its capital stock;

amend certain material documents;

redeem or repurchase certain debt;

make payments on subordinated debt;

and engage in certain transactions with affiliates.

As of June 30, 2025, the Company had drawn $ 3.0 million from the Credit Facility which was recorded at cost and presented as long-term borrow ing on the condensed consolidated balance sheet.

Pre-Funded Warrants

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Accordingly, the Company recorded the pre-funded warrants as a component of stockholders' equity within additional paid-in capital.

The following table summarizes the pre-funded warrants issued as of March 31, 2025:

The following table summarizes the pre-funded warrants issued as of June 30, 2025:

Expiration Date

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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.

What changed 10-Q

Item 1. Financial Statements