What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-17 · 79 added, 27 removed, 101 unchanged (51% of the section changed)

5 unchanged sentences

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, 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.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Operating and Financial Officer (principal financial officer), assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment, our management used the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2021 based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its attestation report which is set forth below in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

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, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the COVID-19 situation to minimize the impact to the design and operating effectiveness of our internal controls .

Attestation Report of the Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Olema Pharmaceuticals, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Olema Pharmaceuticals, Inc.’s (the Company’s) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 28, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ Ernst & Young LLP

Iselin, New Jersey

February 28, 2022

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.

In November 2021, we were alerted to falsified information circulating on social media relating to our planned poster presentation for the Phase 1 dose-escalation portion of the ongoing Phase 1/2 clinical trial of OP-1250 at the San Antonio Breast Cancer Symposium.

The falsified poster image was not released or authorized by us.

In December 2021, a Special Committee of our Board of Directors, with assistance of outside counsel, initiated an investigation into the circumstances regarding these matters.

The Special Committee’s outside counsel contacted the SEC to inform of the Special Committee’s investigation.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance.

3 unchanged sentences

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.

The Code of Conduct is available on our corporate website at https://www.olema.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.

Executive Compensation.

9 unchanged sentences

(a) The following documents are filed as part of this Annual Report:

Financial Statements.

See Index to Financial Statements in Part II Item 8 of this Annual Report.

Financial Statement Schedules .

Consolidated Financial Statements.

See Index to Consolidated Financial Statements in Part II Item 8 of this Annual Report.

Consolidated Financial Statement Schedules .

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.

31 unchanged sentences

Moriarty, Jr., dated November 13, 2020.

Clinical Collaboration and Supply Agreement by and between the Registrant and Novartis Institutes for BioMedical Research, Inc., dated July 22, 2020.

Incorporation by Reference

Clinical Collaboration and Supply Agreement by and between the Registrant and Novartis Institutes for BioMedical Research, Inc., dated July 22, 2020.

Olema Pharmaceuticals, Inc.

2022 Inducement Plan

Form of Stock Option Agreement and Option Grant Notice under the Inducement Plan.

Offer Letter by and between the Registrant and Naseem Zojwalla, dated December 15, 2021.

Subsidiaries of the Registrant as of December 31, 2021.

7 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Incorporation by Reference

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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# Indicates management contract or compensatory plan or arrangement.

3 unchanged sentences

Olema Pharmaceuticals, Inc.

March 17, 2021

February 28, 2022

/s/ Sean Bohen

3 unchanged sentences

Olema Pharmaceuticals, Inc.

March 17, 2021

February 28, 2022

/s/ Shane Kovacs

7 unchanged sentences

President, Chief Executive Officer and Director

March 17, 2021

February 28, 2022

( Principal Executive Officer )

1 unchanged sentence

Chief Operating and Financial Officer

March 17, 2021

February 28, 2022

( Principal Financial and Accounting Officer )

/s/ Ian Clark

March 17, 2021

February 28, 2022

/s/ Cynthia Butitta

March 17, 2021

February 28, 2022

Cynthia Butitta

March 17, 2021

February 28, 2022

/s/ Sandra J.

Horning, M.D.

March 17, 2021

February 28, 2022

/s/ Gorjan Hrustanovic, Ph.D.

March 17, 2021

February 28, 2022

Gorjan Hrustanovic, Ph.D.

/s/ Frank McCormick, Ph.D., F.R.S., D.Sc.

March 17, 2021

Frank McCormick, Ph.D., F.R.S., D.Sc.

/s/ Yi Larson

February 28, 2022

/s/ Andrew Rappaport

March 17, 2021

February 28, 2022

Andrew Rappaport

/s/ Graham Walmsley, M.D., Ph.D.

March 17, 2021

February 28, 2022

Graham Walmsley, M.D., Ph.D.

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-K

Item 9A. Controls and Procedures