SEC Form S-8 filed by Olema Pharmaceuticals Inc.

As filed with the Securities and Exchange Commission on March 18, 2025

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)

2020 Equity Incentive Plan

2020 Employee Stock Purchase Plan

2022 Inducement Plan

(Full titles of the plans)

Sean Bohen, M.D., Ph.D.

Chief Executive Officer and President

780 Brannan Street

San Francisco, California 94103

(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.

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 3,014,265 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”); 701,365 shares of Common Stock that may be issued upon the exercise of outstanding options granted under the Plan; 743,126 shares of Common Stock reserved for issuance under the Olema Pharmaceuticals, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”); 2,449,808 shares of Common Stock reserved for issuance under the Olema Pharmaceuticals, Inc. 2022 Inducement Plan (the “Inducement Plan”); and 550,192 shares of Common Stock that may be issued upon the exercise of outstanding options granted under the Inducement Plan.

These additional shares of Common Stock are securities of the same class as other securities previously registered for issuance under the Plan, the ESPP and the Inducement Plan pursuant to (i) a Registration Statement on Form S‑8 (File No. 333‑250209) filed with the Securities and Exchange Commission (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, (iii) Registration Statement on Form S‑8 (File No. 333‑263114) filed with the Commission on March 1, 2022, (iv) Registration Statement on Form S-8 (File No. 333-270413) filed with the Commission on March 9, 2023, and (v) Registration Statement on Form S-8 (File No. 333-277820) filed with the Commission on March 11, 2024 (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. The additional shares of Common Stock reserved for issuance under the Plan and the ESPP have become reserved for issuance thereunder pursuant to the provisions of the Plan and the ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance thereunder on January 1, 2025. The additional shares of Common Stock reserved for issuance under the Inducement Plan have become reserved for issuance thereunder pursuant to approval of the Compensation Committee of the Registrant’s Board of Directors on December 5, 2024.

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:

Item 8. Exhibits.

* Filed herewith.

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 18, 2025.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sean Bohen, M.D., Ph.D., Shane Kovacs and Shawnte Mitchell, 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.

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.