Olema Pharmaceuticals (OLMA) Enters $150M ATM Agreement

On January 5, 2024, Olema Pharmaceuticals (NASDAQ: OLMA) entered into a sales agreement, or the ATM Agreement, with Cowen and Company, LLC, or TD Cowen, as sales agent, pursuant to which the Company may offer and sell, from time to time through TD Cowen, at its option, shares of its common stock, par value $0.0001 per share, or the Shares, having an aggregate offering price of up to $150 million. The issuance and sale, if any, of Shares under the ATM Agreement will be pursuant to the Company’s registration statement on Form S-3 (File No. 333-263117), which became effective on May 2, 2022, and the related prospectus supplement dated January 5, 2024, in each case filed with the U.S. Securities and Exchange Commission.

Pursuant to the ATM Agreement, the Company may sell Shares in amounts and at times to be determined by it from time to time through TD Cowen and subject to the terms and conditions of the ATM Agreement, but the Company has no obligation to sell any of the Shares under the ATM Agreement. The sales, if any, of the Shares will be made by any method permitted that is deemed to be an “at-the-market” equity offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through the Nasdaq Global Select Market.

The offer and sale of the Shares pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Shares subject to the ATM Agreement or (b) the termination of the ATM Agreement.

The Company has agreed to pay TD Cowen a commission of up to 3.0% of the aggregate gross proceeds from any Shares sold by TD Cowen and to provide TD Cowen with customary indemnification and contribution rights, including for liabilities under the Securities Act and the Securities Exchange Act, as amended. The Company will also reimburse TD Cowen for certain specified expenses in connection with entering into the ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

The foregoing summary of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K. Cooley LLP, counsel to the Company, has issued a legal opinion relating to due authorization and valid issuance of the Shares, a copy of which, including the consent included therein, is attached as Exhibit 5.1 to this Current Report on Form 8-K.

You May Also Be Interested In

• Realty Income closes $1B convertible notes offering
• Olema Pharmaceuticals (OLMA) PT Lowered to $36 at H.C. Wainwright
• VICI Properties closes $1.75B senior unsecured notes offering