奥莱玛制药有限公司美股招股说明书(2025-01-15版)

Up to $150,000,000 Common Stock We have entered into a sales agreement, dated January 6, 2025, or the Sales Agreement, with TD Securities (USA)LLC, or TD Cowen, relating to shares of our common stock offered by this prospectus. In accordance with the termsof the Sales Agreement, we may offer and sell shares of our common stock, par value $0.0001 per share, having anaggregate offering price of up to $150,000,000 from time to time through TD Cowen, acting as our sales agent. TheSales Agreement replaces our prior sales agreement, dated January 5, 2024 with Cowen and Company, LLC, anaffiliate of TD Cowen. As of the date of this prospectus, $126,616,057 of shares of common stock remainedavailable for sale under the Prior Sales Agreement. No sales will be made pursuant to the Prior Sales Agreementsubsequent to the date of this prospectus. Our common stock is listed on the Nasdaq Global Select Market under the symbol “OLMA.” The last reported saleprice of our common stock on January 3, 2025 was $5.89 per share. Sales of our common stock, if any, under this prospectus may be made in sales deemed to be “at the market” equityofferings as defined in Rule 415 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 existing trading market for ourcommon stock, or any other existing trading market for our common stock. TD Cowen is not required to sell anyspecific number or dollar amount of securities, but will act as a sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices, on mutually agreed terms between TD Cowen and us. There isno arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to TD Cowen for sales of common stock sold pursuant to the Sales Agreement will be an amountup to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection withthe sale of the common stock on our behalf, TD Cowen will be deemed to be an “underwriter” within the meaningof the Securities Act and the compensation paid to TD Cowen will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to TD Cowen with respect to certainliabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended, or theExchange Act. See the section titled “Plan of Distribution” on page 13 of this prospectus for additional informationregarding the compensation to be paid to TD Cowen. Investing in our securities involves a high degree of risk. You should review carefully the risksand uncertainties described under the section titled “Risk Factors” on page 5 of this prospectus and under similar headings in the other documents that are incorporated byreference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. TD Cowen January 15, 2025 Table of Contents TABLE OF CONTENTS PROSPECTUS eABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS10DILUTION11PLAN OF DISTRIBUTION13LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND MORE INFORMATION15INCORPORATION OF CERTAIN INFORMATION BY REFERENCE16 Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the U.S. Securities and ExchangeCommission, or the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offerand sell shares of our common stock and preferred stock, various series of debt securities and/or warrants topurchase any of such securities, either individually or in combination with other securities, from time to time in oneor more offerings, up to a total aggregate offering amount of $200,000,000. Under this prospectus, we may offer andsell shares of our common stock from time to time, up to a total aggregate offering amount of $150,000,000, atprices and on terms to be determined by market conditions at the time of offering. We provide information to youabout this offering of shares of our common stock in two separate documents that are bound together: (1) thisprospectus, which describes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides general information, some of which may not apply to this offering. Generally, when we refer to this“prospectus,” we are referring to both documents combined. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus, togetherwith the information incorporated by reference in this prospectus and any free writing prospectus that we haveauthorized for