Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2020, management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2020, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
During 2020 , management implemented steps to address the previously reported material weaknesses in the Company’s internal control over financial reporting, including hir ing additional key finance and accounting personnel, creat ing formal financial policies and procedures, including month-end close process, and establish ing more robust processes supporting internal controls over financial reporting . Our management believes that these and other actions taken to remediate th e material weakness es previously identified have been fully implemented and that the previously reported material weakness had been remediated .
Management’s Report on Internal Control Over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Item 9B. Other Information.
On March 11, 2021, the compensation committee of our board of directors approved a one-time payment of $109,936 to David Myles, our Chief Development Officer. The payment relates to reimbursement of payments previously made by Dr. Myles to us in connection with the repayment of a loan from us to Dr. Myles, on a tax-adjusted basis.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this item regarding directors and director nominees, executive officers, the board of directors and its committees, and certain corporate governance matters is incorporated by reference to the information set forth under the captions “Proposal No. 1—Election of Directors,” “Corporate Governance and Board of Directors Matters” and “Executive Officers” in our Proxy Statement for our 2021 Annual Meeting of Stockholders. Information required by this item regarding compliance with Section 16(a) of the Exchange Act, if applicable, is incorporated by reference to the information set forth under the caption “Delinquent Section 16(a) Reports” in our Proxy Statement.
Our written code of business conduct and ethics (the “Code of Conduct”) applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer or controller. The Code of Conduct is available on our corporate website at https://www.olemapharma.com/ in the Investors & Media section under “Corporate Governance.” If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.
Item 11. Executive Compensation.
Information required by this item regarding executive compensation is incorporated by reference to the information set forth under the captions “Executive Compensation” and “Director Compensation” in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this item regarding certain relationships, related transactions and director independence is incorporated by reference to the information set forth under the caption “Transactions with Related Persons and Indemnification” and “Corporate Governance and Board Matters” in our Proxy Statement.
Item 14. Principal Accountant Fees and Services.
Information required by this item regarding principal accounting fees and services is incorporated by reference to the information set forth under the caption “Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report:
1. Financial Statements. See Index to Financial Statements in Part II Item 8 of this Annual Report.
2. Financial Statement Schedules . None. All financial statement schedules are omitted because they are not applicable, not required under the instructions, or the requested information is included in the financial statements or notes thereto.
3. Exhibits . The following is a list of exhibits filed with this Annual Report or incorporated herein by reference:
Incorporation by Reference
Exhibit
Number
Exhibit
Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
3.1
Amended and Restated Certificate of Incorporation
8-K
001-39712
3.1
11/23/2020
3.2
Amended and Restated Certificate of Bylaws
8-K
001-39712
3.2
11/23/2020
4.1
Form of Common Stock Certificate
S-1
333-249748
4.1
10/30/2020
4.2
Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated September 30, 2020.
S-1
333-249748
4.2
10/30/2020
4.3
Description of Capital Stock
X
10.1#
Olema Pharmaceuticals, Inc. 2014 Stock Plan, as amended.
S-1
333-249748
10.1
10/30/2020
10.2#
Forms of Stock Option Grant Notice, Stock Option Agreement, Early Exercise Stock Purchase Agreement and Notice of Exercise and Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the Olema Pharmaceuticals, Inc. 2014 Stock Plan.
S-1
333-249748
10.2
10/30/2020
10.3#
Olema Pharmaceuticals, Inc. 2020 Equity Incentive Plan.
S-1/A
333-249748
10.3
11/16/2020
10.4#
Forms of Stock Option Grant Notice and Stock Option Agreement under the Olema Pharmaceuticals, Inc. 2020 Equity Incentive Plan.
S-1
333-249748
10.4
10/30/2020
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Incorporation by Reference
Exhibit
Number
Exhibit
Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
10.5#
Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Olema Pharmaceuticals, Inc. 2020 Equity Incentive Plan.
S-1
333-249748
10.5
10/30/2020
10.6#
Olema Pharmaceuticals, Inc. 2020 Employee Stock Purchase Plan.
S-1/A
333-249748
10.6
11/16/2020
10.7#
Olema Pharmaceuticals, Inc. 2020 Non-Employee Director Compensation Policy.
S-1/A
333-249748
10.7
11/16/2020
10.8#
Form of Indemnification Agreement by and between the Registrant and its directors and executive officers.
S-1
333-249748
10.8
10/30/2020
10.9#
Amended and Restated Offer Letter by and between the Registrant and Sean Bohen, dated November 13, 2020.
S-1/A
333-249748
10.9
11/16/2020
10.10#
Amended and Restated Offer Letter by and between the Registrant and Cyrus L. Harmon, dated November 13, 2020.
S-1/A
333-249748
10.10
11/16/2020
10.11#
Amended and Restated Offer Letter by and between the Registrant and Kinney Horn, dated November 13, 2020.
S-1/A
333-249748
10.11
11/16/2020
10.12#
Amended and Restated Offer Letter by and between the Registrant and Shane Kovacs, dated November 13, 2020.
S-1/A
333-249748
10.12
11/16/2020
10.13#
Amended and Restated Offer Letter by and between the Registrant and Peter Kushner, dated November 13, 2020.
S-1/A
333-249748
10.13
11/16/2020
10.14#
Amended and Restated Offer Letter by and between the Registrant and David Myles, dated November 13, 2020.
S-1/A
333-249748
10.14
11/16/2020
10.15#
Amended and Restated Offer Letter by and between the Registrant and John B. Moriarty, Jr., dated November 13, 2020.
S-1/A
333-249748
10.15
11/16/2020
10.16
Clinical Collaboration and Supply Agreement by and between the Registrant and Novartis Institutes for BioMedical Research, Inc., dated July 22, 2020.
S-1
333-249748
10.16
10/30/2020
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Incorporation by Reference
Exhibit
Number
Exhibit
Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
21.1
Subsidiaries of the Registrant as of December 31, 2020.
X
23.1
Consent of Independent Registered Public Accounting Firm.
X
24.1
Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).
X
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1 †
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2 †
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
# Indicates management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Olema Pharmaceuticals, Inc.
Date: March 17, 2021
By:
/s/ Sean Bohen
Sean Bohen, M.D., Ph.D.
Chief Executive Officer
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Olema Pharmaceuticals, Inc.
Date: March 17, 2021
By:
/s/ Shane Kovacs
Shane Kovacs
Chief Operating and Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sean Bohen, M.D., Ph.D. and Shane Kovacs, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Sean Bohen
President, Chief Executive Officer and Director
March 17, 2021
Sean Bohen
( Principal Executive Officer )
/s/ Shane Kovacs
Chief Operating and Financial Officer
March 17, 2021
Shane Kovacs
( Principal Financial and Accounting Officer )
/s/ Ian Clark
Director
March 17, 2021
Ian Clark
/s/ Cynthia Butitta
Director
March 17, 2021
Cynthia Butitta
/s/ Cyrus L. Harmon
Director
March 17, 2021
Cyrus L. Harmon
/s/ Sandra J. Horning, M.D.
Director
March 17, 2021
Sandra J. Horning, M.D
/s/ Gorjan Hrustanovic, Ph.D.
Director
March 17, 2021
Gorjan Hrustanovic, Ph.D.
/s/ Frank McCormick, Ph.D., F.R.S., D.Sc. (Hon)
Director
March 17, 2021
Frank McCormick, Ph.D., F.R.S., D.Sc. (Hon)
/s/ Andrew Rappaport
Director
March 17, 2021
Andrew Rappaport
/s/ Graham Walmsley, M.D., Ph.D.
Director
March 17, 2021
Graham Walmsley, M.D., Ph.D.
174