[8-K] Olema Pharmaceuticals, Inc. Reports Material Event
Rhea-AI Filing Summary
Olema Oncology has appointed Dr. Prakash Raman as a Class II director, effective April 28, 2026, with his term running until the company’s 2028 annual stockholders’ meeting. The board determined he is an independent director under Nasdaq rules and reported no related-party transactions.
Under Olema’s non-employee director compensation policy, Dr. Raman received a nonstatutory stock option to purchase 24,150 shares, vesting in 36 equal monthly installments, and a separate nonstatutory option for 2,911 shares that vests in full on June 11, 2026, in each case conditioned on continued service. Olema highlighted his extensive business development and leadership experience across multiple biopharmaceutical companies as it advances palazestrant in two Phase 3 trials and OP-3136 in a Phase 1 study.
Positive
- None.
Negative
- None.
8-K Event Classification
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2026, upon recommendation from the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of Olema Pharmaceuticals, Inc. (the “Company”), the Board appointed Dr. Prakash Raman to the Board as a Class II director, effective April 28, 2026 (the “Effective Date”). Dr. Raman’s term will expire, along with the terms of the other Class II directors, at the Company’s annual meeting of stockholders in 2028.
There are no arrangements or understandings between Dr. Raman and any other persons pursuant to which he was selected as a director. The Board has determined that Dr. Raman qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards. Additionally, there are no transactions involving the Company and Dr. Raman that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment to the Board and pursuant to the Company’s non-employee director compensation policy as currently in effect, Dr. Raman received initial equity awards as follows: (x) a nonstatutory stock option to purchase 24,150 shares of the Company’s common stock (the “Initial Grant”) and (y) a nonstatutory stock option to purchase 2,911 shares of the Company’s common stock (the “Partial Year Grant”). The Initial Grant will vest in a series of 36 successive equal monthly installments over the three-year period measured from the date of grant, subject to Dr. Raman’s continuous service through each applicable vesting date. The Partial Year Grant will vest in full on June 11, 2026, subject to Dr. Raman’s continuous service through such date. Each grant is subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan and its related agreements.
The Company has also entered into its standard form of indemnification agreement with Dr. Raman.
Item 7.01 Regulation FD Disclosure.
On April 29, 2026, the Company issued a press release announcing the appointment of Dr. Raman to the Board, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
99.1 |
Press Release, dated April 29, 2026, of Olema Pharmaceuticals, Inc. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
|
|
|
|
|
|
|
Date: |
April 29, 2026 |
By: |
/s/ Sean Bohen, M.D., Ph.D. |
|
|
|
Sean Bohen, M.D., Ph.D. |
Exhibit 99.1
Olema Oncology Appoints Prakash Raman, Ph.D., to Board of Directors
SAN FRANCISCO, April 29, 2026 (GlobeNewswire) – Olema Pharmaceuticals, Inc. (“Olema” or “Olema Oncology”, Nasdaq: OLMA), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of targeted therapies for breast cancer and beyond, today announced the appointment of Prakash Raman, Ph.D., to its Board of Directors.
“We are excited to welcome Prakash to Olema’s Board of Directors at this important time for the Company as we advance our lead program, palazestrant, through two Phase 3 trials and earlier-stage combination studies, and progress OP-3136, our potential best-in-class KAT6 inhibitor,” said Sean P. Bohen, M.D., Ph.D., President and Chief Executive Officer of Olema Oncology. “His extensive experience across business development, portfolio strategy, and management will be integral as we prepare for pivotal data from OPERA-01 this fall and continue our transformation into a fully integrated oncology company.”
Dr. Raman brings over two decades of executive leadership and business development expertise in the biopharmaceutical industry to Olema. He currently serves as Chief Executive Officer of InduPro Therapeutics, a company developing protein therapeutics in oncology and immunology. Prior to this, he was President and Chief Executive Officer of Ribon Therapeutics, a biotechnology company focused on first-in-class small molecule drugs for oncology and immunology. Previously, he served as Senior Partner, Chief Business Development Officer at Flagship Pioneering. This followed nearly 14 years at Novartis where Dr. Raman held roles of increasing responsibility, most recently as Vice President, Global Head of Novartis Institutes for Biomedical Research (NIBR) Business Development and Licensing. While at NIBR, he played a key role in forging strategic collaborations in immuno-oncology and guiding acquisitions, including Advanced Accelerator Applications, Endocyte, IFM Tre, and Selexys, among others. Earlier in his career, Dr. Raman served as a Senior Scientist at Millennium Pharmaceuticals and as a postdoctoral fellow at The Scripps Research Institute. Dr. Raman has served as a member of the Board of Directors of Black Diamond Therapeutics since April 2024. He received his Ph.D. in Organic and Medicinal Chemistry from the University of Wisconsin–Madison and completed his undergraduate studies and a master’s degree in Organic Chemistry at the Indian Institute of Technology, Bombay.
“I am honored to join Olema’s Board of Directors at this exciting stage in the Company’s evolution,” said Dr. Raman. “I look forward to working with both the Board and members of the Executive Committee to support the advancement of palazestrant and OP-3136, two innovative therapies with the potential to redefine the metastatic breast cancer treatment paradigm and help people living with breast cancer and beyond feel better, longer.”
“On behalf of the Board of Directors, I am pleased to welcome Prakash to the team,” said Ian Clark, Chairman of Olema’s Board of Directors. “His deep experience across the biopharmaceutical industry will be invaluable as Olema advances its programs and prepares for its next phase of growth.”
About Olema Oncology
Olema Oncology is a clinical-stage biopharmaceutical company committed to transforming the standard of care and improving outcomes for patients living with breast cancer and beyond. Olema is advancing a pipeline of novel therapies by leveraging our deep understanding of endocrine-driven cancers, nuclear receptors, and mechanisms of acquired resistance. Our lead product candidate, palazestrant (OP-1250), is a proprietary, orally available complete estrogen receptor antagonist (CERAN) and a selective estrogen receptor degrader (SERD), currently in two Phase 3 clinical trials. In addition, Olema is developing OP-3136, a potent lysine acetyltransferase 6 (KAT6) inhibitor, now in a Phase 1 clinical study. Olema is headquartered in San Francisco and has operations in Cambridge, Massachusetts. For more information, please visit www.olema.com.
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipate,” “believe,” “could,” “expect,” “goal,” “intend,” “may,” “on track,” “potential,” “upcoming,” “will” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These statements include those related to the advancement of Olema’s product candidates, including palazestrant and OP-3136; the progress and timing of Olema’s clinical trials, including the two Phase 3 trials; the expected timing of pivotal data readouts, including from OPERA-01; the potential of OP-3136 to be a best-in-class KAT6 inhibitor; Olema’s plans to evolve into a fully integrated oncology company; the anticipated contributions of new members of the Board of Directors and executive leadership; and the potential of palazestrant and OP-3136, alone or in combination, to provide therapeutic benefit, improve patient outcomes, or redefine the metastatic breast cancer treatment paradigm. Because such statements deal with future events and are based on Olema’s current expectations, they are subject to various risks and uncertainties, and actual results, performance, or achievements of Olema could differ materially from those described in or implied by the statements in this press release. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed in the section titled “Risk Factors” in Olema’s Annual Report on Form 10-K for the year ended December 31, 2025, and future filings and reports that Olema makes from time to time with the U.S. Securities and Exchange Commission. Except as required by law, Olema assumes no obligation to update these forward-looking statements, including in the event that actual results differ materially from those anticipated in the forward-looking statements.
Media and Investor Relations Contact
Courtney O’Konek
Vice President, Corporate Communications
Olema Oncology
media@olema.com