Olema Pharmaceuticals Inc美股招股说明书(2025-11-18版)

Common Stock Pre-FundedWarrants to Purchase Shares of Common Stock We are offeringshares of our common stock, or for certain investors that so choose, in lieu of shares of commonstock,pre-fundedwarrants to purchaseshares of our common stock (the“pre-fundedwarrants”) pursuant to thisprospectus supplement and the accompanying prospectus. The purchase price of eachpre-fundedwarrant will equal the price pershare that our shares of common stock are being sold to the public in this offering, minus $0.0001, and the exercise price of eachpre-fundedwarrant will equal $0.0001 per share. Thepre-fundedwarrants will be exercisable immediately and eachpre-fundedwarrant is exercisable for one share of our common stock. This preliminary prospectus supplement also relates to the offering ofthe shares of common stock issuable upon exercise of suchpre-fundedwarrants. Our common stock is traded on the Nasdaq Global Select Market under the symbol “OLMA.” On November17, 2025, the lastreported sale price of our common stock on the Nasdaq Global Select Market was $8.52 per share. There is no established publictrading market for thepre-fundedwarrants, and we do not expect a market to develop. We do not intend to list thepre-fundedwarrants on the Nasdaq Global Select Market or on any other national securities exchange or nationally recognized tradingsystem. Without an active trading market, the liquidity of the warrants will be limited Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-6of this prospectus supplement. You should read the entire prospectus supplement and theaccompanying prospectus, including any information incorporated by reference herein or therein,carefully before you make your investment decision. We are a “smaller reporting company” as defined under federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being a SmallerReporting Company.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up toadditional shares of common stock from us at the publicoffering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus supplement. See“Underwriting” for more information. The underwriters expect to deliver the securities to purchasers on or about, 2025. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONDESCRIPTION OF THE SECURITIES WE ARE OFFERINGMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registrationprocess and consists of two parts. The first part is this prospectus supplement, which describes the terms of this offering of our securities and also addsto and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part, the accompanying prospectus that we initially filed with the SEC on January6, 2025 and that wasdeclared effective by the SEC on January15, 2025, included in our registration statement on FormS-3(FileNo.333-284146)including the documentsincorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC, before the date of thisprospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documentsis inconsistent with a statement in another document having a later d