[8-K] Olema Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Olema Pharmaceuticals, Inc. reported that it has terminated its existing at-the-market prospectus used for sales of its common stock under a Sales Agreement with TD Securities (USA) LLC. This means the company will no longer sell shares through that at-the-market program unless and until it files a new prospectus, prospectus supplement, or registration statement. The underlying Sales Agreement itself remains in effect, so Olema could resume at-the-market sales in the future once new offering documents are in place.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2025

Olema Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39712		30-0409740
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

780 Brannan Street
San Francisco, California		94103
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 415-651-3316

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		OLMA		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Termination of ATM Prospectus

Effective November 18, 2025, the Company terminated the prospectus (the “ATM Prospectus”) related to the sale of its common stock, $0.0001 par value per share (the “Common Stock”) in an “at-the-market” offering pursuant to the terms of the Sales Agreement, dated January 6, 2025, by and between the Company and TD Securities (USA) LLC (the “Sales Agreement”). As a result, the Company will not make any sales of its Common Stock pursuant to the Sales Agreement unless and until a new prospectus, prospectus supplement or registration statement is filed. Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Olema Pharmaceuticals, Inc.
Date: November 18, 2025				By:		/s/ Shane Kovacs
						Shane Kovacs
						Chief Operating and Financial Officer

FAQ

What did Olema Pharmaceuticals (OLMA) announce in this 8-K?

Olema Pharmaceuticals, Inc. disclosed that it has terminated the prospectus used for its at-the-market offering of common stock under a Sales Agreement with TD Securities (USA) LLC, while leaving the Sales Agreement itself in place.

Does Olema Pharmaceuticals (OLMA) still have an at-the-market Sales Agreement in effect?

Yes. Olema stated that, other than the termination of the ATM prospectus, the Sales Agreement with TD Securities (USA) LLC remains in full force and effect.

Can Olema Pharmaceuticals (OLMA) continue selling common stock under its prior ATM program?

No. Olema indicated it will not make any sales of its common stock under the Sales Agreement unless and until a new prospectus, prospectus supplement, or registration statement is filed.

What type of securities were covered by Olema Pharmaceuticals’ ATM prospectus?

The terminated ATM prospectus related to the sale of Olema Pharmaceuticals’ common stock, par value $0.0001 per share.

Who was Olema Pharmaceuticals’ sales agent under the ATM prospectus?

TD Securities (USA) LLC served as Olema Pharmaceuticals’ sales agent under the Sales Agreement associated with the at-the-market prospectus.

Does this Olema Pharmaceuticals (OLMA) filing describe any new financing amounts or pricing?

No. The disclosure focuses on termination of the existing at-the-market prospectus and does not state any specific financing amounts or pricing terms.