As filed with the Securities and Exchange Commission on March 9, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Olema Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 30-0409740 |
(State or other jurisdiction of | | (I.R.S. Employer |
512 2nd Street, 4th Floor | 94107 |
2020 Equity Incentive Plan
(Full title of the plan)
Sean Bohen, M.D., Ph.D.
Chief Executive Officer and President
512 2nd Street, 4th Floor
San Francisco, California 94107
(415) 651-3316
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jodie Bourdet
Julia R. Boesch
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
(415) 693-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Olema Pharmaceuticals, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register an aggregate of 366,972 shares of the common stock, par value $0.0001 per share, of the Registrant (“Common Stock”) reserved for issuance under the Olema Pharmaceuticals, Inc. 2020 Equity Incentive Plan (the “Plan”); and 1,663,110 shares of Common Stock that may be issued upon the exercise of outstanding options granted under the Plan.
These additional shares of Common Stock are securities of the same class as other securities previously registered for issuance under the Plan pursuant to (i) a Registration Statement on Form S-8 (File No. 333-250209) filed with the Commission on November 19, 2020, (ii) a Registration Statement on Form S-8 (File No. 333-254403) filed with the Commission on March 17, 2021 and (iii) Registration Statement on Form S-8 (File No. 333-263114) filed with the Commission on March 1, 2022 (collectively, the “Prior Registration Statements”). Accordingly, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. These additional shares of Common Stock have become reserved for issuance pursuant to the provisions of the Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the Plan on January 1, 2023.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
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Item 8. Exhibits.
| | |
---|---|---|
Exhibit |
| Exhibit Description |
4.1 | | |
4.2 | | |
4.3 | | |
4.4 | | |
5.1* | | |
23.1* | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
23.2* | | |
24.1* | | Power of Attorney (reference is made to the signature page hereto). |
99.1 | | |
99.2 | | |
99.3 | | |
107* | |
* | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on March 9, 2023.
| | |
| Olema Pharmaceuticals, Inc. | |
| | |
| By: | /s/ Sean Bohen |
| | Sean Bohen, M.D., Ph.D. |
| | President and Chief Executive Officer |
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 or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 in connection 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, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
/s/ Sean Bohen | | President, Chief Executive Officer and Director | | March 9, 2023 |
Sean Bohen, M.D., Ph.D. | | (Principal Executive Officer) | | |
| | | | |
/s/ Shane Kovacs | | Chief Operating and Financial Officer | | March 9, 2023 |
Shane Kovacs | | (Principal Financial and Accounting Officer) | | |
| | | | |
/s/ Ian Clark | | Chairperson of the Board | | March 9, 2023 |
Ian Clark | | | | |
| | | | |
/s/ Cynthia Butitta | | Director | | March 9, 2023 |
Cynthia Butitta | | | | |
| | | | |
/s/ Cyrus L. Harmon | | Director | | March 9, 2023 |
Cyrus L. Harmon, Ph.D. | | | | |
| | | | |
/s/ Sandra Horning, M.D. | | Director | | March 9, 2023 |
Sandra Horning, M.D. | | | | |
| | | | |
/s/ Gorjan Hrustanovic | | Director | | March 9, 2023 |
Gorjan Hrustanovic, Ph.D. | | | | |
| | | | |
/s/ Yi Larson | | Director | | March 9, 2023 |
Yi Larson | | | | |
| | | | |
/s/ Andrew Rappaport | | Director | | March 9, 2023 |
Andrew Rappaport | | | | |
| | | | |
/s/ Graham Walmsley | | Director | | March 9, 2023 |
Graham Walmsley, M.D., Ph.D. | | | | |
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