SEC Form 8-K filed by Olema Pharmaceuticals Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 30, 2026, Olema Pharmaceuticals, Inc. (the “Company”) announced that Shane Kovacs, the Company’s Chief Operating and Financial Officer, is departing the Company effective January 30, 2026 (the “Separation Date”) to pursue new opportunities. Mr. Kovacs will continue in a consulting capacity with the Company through August 1, 2026. Mr. Kovacs’ departure is not the result of any disagreement with the Company on any matter relating to the Company’s financial operations, policies or practices. The Company is commencing a search for a successor Chief Financial Officer.
In connection with his departure, the Company and Mr. Kovacs have entered into a separation and consulting agreement (the “Agreement”), which provides that subject to certain conditions described in the Agreement, Mr. Kovacs will (a) serve as a consultant to the Company through August 1, 2026, during which time his outstanding equity awards will continue to vest in accordance with their terms, and (b) receive a lump-sum payment of $621,283, which consists of: (i) $562,640, which is equal to 12 months of Mr. Kovacs’ base salary, (ii) $23,443, which represents the assumed 100% achievement of Mr. Kovacs’ target bonus for 2026, pro-rated to reflect service as an employee during 2026, and (i) $35,200, which is intended to equal the sum of the gross amount of the aggregate COBRA premiums to continue health insurance coverage through the last day of the month in which the twelve (12) month anniversary of the Separation Date occurs, grossed up to account for payroll deductions and withholdings.
Sean Bohen, M.D., Ph.D., the Company’s Chief Executive Officer, has assumed the role of principal financial officer effective as of the Separation Date, on an interim basis until a successor Chief Financial Officer is appointed.
Biographical information for Dr. Bohen, age 59, can be found under the heading “Proposal No. 1 Election of Directors—Information About our Continuing Directors” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025, and such disclosure is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Separation and Consulting Agreement by and between the Company and Shane Kovacs. | |
| 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.
| Olema Pharmaceuticals, Inc. | ||||||
| Date: January 30, 2026 | By: | /s/ Sean Bohen, M.D., Ph.D. | ||||
| Sean Bohen, M.D., Ph.D. | ||||||
| Chief Executive Officer | ||||||