As filed with the Securities and Exchange Commission on November 18, 2020

Registration No. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Olema Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware (State or other jurisdiction of incorporation or organization)

2834 (Primary Standard Industrial Classification Code Number)

30-0409740 (I.R.S. Employer Identification Number)

 

Olema Pharmaceuticals, Inc.

512 2nd Street, 4th Floor

San Francisco, California 94107

(415) 651-3316

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

 

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

Chief Executive Officer and President

512 2nd Street, 4th Floor

San Francisco, California 94107

(415) 651-3316

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Dave Peinsipp Kristin VanderPas Jodie Bourdet Denny Won Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111 (415) 693-2000

Shane Kovacs Chief Operating and Financial Officer 512 2nd Street, 4th Floor San Francisco, California 94107 (415) 651-3316

Alan F. Denenberg Stephen Salmon Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (File No. 333-249748)

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

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.

 

Large accelerated filer	¨	Smaller reporting company	¨
Non-accelerated filer	x	Accelerated filer	¨
		Emerging growth company	x

 

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. ¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)			Proposed Maximum Offering Price Per Share(2)(3)				Proposed Maximum Aggregate Offering Price(3)				Amount of Registration Fee (3)
Common Stock, $0.0001 par value per share		1,150,000			$	19.00			$	21,850,000			$	2,384

 

(1)	Represents only the number of shares being registered pursuant to this Registration Statement, which includes 150,000 shares that the underwriters have the option to purchase, and are in addition to the 11,500,000 shares that were registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-249748), which included 1,500,000 shares that the underwriters have the option to purchase.
(2)	Based on the public offering price.
(3)	The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $207,000,000 on a Registration Statement on Form S-1 (File No. 333-249748), which was declared effective by the Securities and Exchange Commission on November 18, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $21,850,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional common stock, par value $0.0001 per share (“Common Stock”), of Olema Pharmaceuticals, Inc. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No. 333-249748) (the “Prior Registration Statement”), which the Commission declared effective on November 18, 2020, and is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 1,150,000 shares of Common Stock, including 150,000 shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares. The additional shares of Common Stock that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
5.1		Opinion of Cooley LLP.
23.1		Consent of independent registered public accounting firm.
23.2		Consent of Cooley LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page of the Registration Statement on Form S-1 (File No. 333-249748), filed with the Commission on October 30, 2020 and incorporated herein by reference).
24.2		Power of Attorney (included on the signature page of the Registration Statement on Form S-1, as amended (File No. 333-249748), filed with the Commission on November 16, 2020 and incorporated herein by reference).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 November 18, 2020.

 

	Olema pharmaceuticals, inc.
	By:	/s/ Sean Bohen
		Sean Bohen, M.D., Ph.D.
		Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Sean Bohen Sean Bohen, M.D., Ph.D.		President, Chief Executive Officer and Director (Principal Executive Officer)		November 18, 2020
/s/ Shane Kovacs Shane Kovacs		Chief Operating and Financial Officer (Principal Financial and Accounting Officer)		November 18, 2020
* Ian Clark		Chairperson of the Board		November 18, 2020
* Cynthia Butitta		Director		November 18, 2020
* Cyrus L. Harmon, Ph.D.		Director		November 18, 2020
* Sandra J. Horning, M.D.		Director		November 18, 2020
* Gorjan Hrustanovic, Ph.D.		Director		November 18, 2020
* Frank McCormick, Ph.D., F.R.S., D.Sc. (Hon)		Director		November 18, 2020
* Andrew Rappaport		Director		November 18, 2020
* Graham Walmsley, M.D., Ph.D.		Director		November 18, 2020

 

*By:	/s/ Shane Kovacs
	Shane Kovacs Attorney-in-fact