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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-39712

OLEMA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	30-0409740
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
780 Brannan Street San Francisco, CA	94103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 651‑3316

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class of Securities Registered	Trading Symbol	Name of Each Exchange on which Securities are Registered
Common Stock, par value $0.0001 per share	OLMA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2025, the number of outstanding shares of the Registrant’s common stock was 68,659,923. This number does not include 17,094,163 shares of common stock issuable upon the exercise of pre-funded warrants (which are immediately exercisable at an exercise price of $0.0001 per share of common stock, subject to beneficial ownership limitations) (See Notes 2 and 12 to Registrant's condensed consolidated financial statements).

Table of Contents

PART I-FINANCIAL INFORMATION




		Page
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements (unaudited)		3
Condensed Consolidated Balance Sheets		3
Condensed Consolidated Statements of Operations and Comprehensive Loss		4
Condensed Consolidated Statements of Stockholders’ Equity		5
Condensed Consolidated Statements of Cash Flows		7
Notes to Unaudited Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Item 3. Quantitative and Qualitative Disclosures About Market Risk		41
Item 4. Controls and Procedures		41
PART II. OTHER INFORMATION		42
Item 1. Legal Proceedings		42
Item 1A. Risk Factors		42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		110
Item 3. Defaults Upon Senior Securities		110
Item 4. Mine Safety Disclosures		110
Item 5. Other Information		110
Item 6. Exhibits		111

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Olema Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands, except for share amounts)


	September 30,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	35,260		$	139,480
Marketable securities		293,700			294,606
Prepaid expenses and other current assets		5,369			4,387
Total current assets		334,329			438,473
Operating lease right-of-use assets		1,419			1,314
Other assets and long-term deposits		16,705			11,192
Total assets	$	352,453		$	450,979

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3,474		$	4,460
Operating lease liabilities, current		1,168			1,172
Other current liabilities (Note 6)		37,013			36,126
Total current liabilities		41,655			41,758
Operating lease liabilities, net of current portion		310			257
Long-term borrowing		3,000			—
Total liabilities		44,965			42,015
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of September 30, 2025 and December 31, 2024; no shares issued and outstanding as of September 30, 2025 and December 31, 2024.		—			—
Common stock, $0.0001 par value; 490,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 68,652,730 and 74,312,608 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		7			7
Additional paid-in capital		858,451			843,920
Accumulated other comprehensive income		526			143
Accumulated deficit		(551,496	)		(435,106	)
Total stockholders’ equity	$	307,488		$	408,964
Total liabilities and stockholders’ equity	$	352,453		$	450,979

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

Olema Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(Amounts in thousands, except for share and per share amounts)


	Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Operating expenses:
Research and development¹	$		39,951		$		33,226		$		114,477		$		92,218
General and administrative			5,926				4,395				14,137				13,272
Total operating expenses			45,877				37,621				128,614				105,490
Loss from operations			(45,877	)			(37,621	)			(128,614	)			(105,490	)
Other income:
Interest income			3,648				2,928				12,214				9,388
Other income			12				138				10				195
Total other income			3,660				3,066				12,224				9,583
Net loss	$		(42,217	)	$		(34,555	)	$		(116,390	)	$		(95,907	)
Net loss per share, basic and diluted	$		(0.49	)	$		(0.60	)	$		(1.36	)	$		(1.80	)
Weighted average shares used to compute net loss per share, basic and diluted²			85,732,221				57,262,803				85,553,078				53,194,081

¹The amounts for the nine months ended September 30, 2025 and 2024 include one-time milestone payments to Aurigene of $10,000 and $5,000, respectively.

² For the three and nine months ended September 30, 2025, the weighted average shares used to compute net loss per share, basic and diluted, include the effect from the pre-funded warrants.


	Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Net loss	$		(42,217	)	$		(34,555	)	$		(116,390	)	$		(95,907	)
Other comprehensive gain:
Net unrealized gain on marketable securities			212				582				383				117
Total comprehensive loss	$		(42,005	)	$		(33,973	)	$		(116,007	)	$		(95,790	)

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

Olema Pharmaceuticals, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(Amounts in thousands, except for share amounts)


	Three Months Ended September 30, 2025
									Accumulated
						Additional			Other					Total
	Common Stock					Paid-in			Comprehensive		Accumulated			Stockholders'
	Shares			Amount		Capital			Income		Deficit			Equity
Balances at June 30, 2025		68,627,886		$	7	$	854,194		$	314	$	(509,279	)	$	345,236
Stock-based compensation expense, including employee stock purchase plan expense		—			—		4,250			—		—			4,250
Exercise of stock options		24,844			—		7			—		—			7
Net unrealized gain on marketable securities		—			—		—			212		—			212
Net loss		—			—		—			—		(42,217	)		(42,217	)
Balances at September 30, 2025		68,652,730		$	7	$	858,451		$	526	$	(551,496	)	$	307,488


	Nine Months Ended September 30, 2025
									Accumulated
						Additional			Other					Total
	Common Stock					Paid-in			Comprehensive		Accumulated			Stockholders'
	Shares			Amount		Capital			Income		Deficit			Equity
Balances at December 31, 2024		74,312,608		$	7	$	843,920		$	143	$	(435,106	)	$	408,964
Stock-based compensation expense, including employee stock purchase plan expense		—			—		13,320			—		—			13,320
Issuance of shares under employee stock purchase plan		206,609			—		748			—		—			748
Exercise of stock options		203,513			—		477			—		—			477
Issuance cost associated with private equity placement		—			—		(14	)		—		—			(14	)
Exchange of common stock shares for pre-funded warrants		(6,070,000	)		—		—			—		—			—
Net unrealized gain on marketable securities		—			—		—			383					383
Net loss		—			—		—			—		(116,390	)		(116,390	)
Balances at September 30, 2025		68,652,730		$	7	$	858,451		$	526	$	(551,496	)	$	307,488

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

Olema Pharmaceuticals, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(Amounts in thousands, except for share amounts)


	Three Months Ended September 30, 2024
							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		(Loss) Income			Deficit			Equity
Balances at June 30, 2024		57,246,411	$	4	$	594,261	$	(118	)		(366,984	)	$	227,163
Stock-based compensation expense		—		—		5,572		—			—			5,572
Employee stock purchase plan expense		—		—		54		—			—			54
Exercise of stock options		41,908		—		95		—			—			95
Net unrealized gain on marketable securities		—		—		—		582			—			582
Net loss		—		—		—		—			(34,555	)		(34,555	)
Balances at September 30, 2024		57,288,319	$	4	$	599,982	$	464			(401,539	)	$	198,911


	Nine Months Ended September 30, 2024
							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		(Loss) Income			Deficit			Equity
Balances at December 31, 2023		54,992,784	$	4	$	559,176	$	347			(305,632	)	$	253,895
Issuance of shares under at-the-market offering, net of issuance costs of $166		1,772,278		—		22,787		—			—			22,787
Stock-based compensation expense		—		—		15,818		—			—			15,818
Exercise of stock options		359,897		—		1,110		—			—			1,110
Issuance of shares under the employee stock purchase plan		70,701		—		650		—			—			650
Employee stock purchase plan expense		—		—		441		—			—			441
Vesting of restricted stock awards		92,659		—		—		—			—			—
Net unrealized gain on marketable securities		—		—		—		117			—			117
Net loss		—		—		—		—			(95,907	)		(95,907	)
Balances at September 30, 2024		57,288,319	$	4	$	599,982	$	464			(401,539	)	$	198,911

See accompanying notes to the condensed consolidated financial statements.

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Olema Pharmaceuticals, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(Amounts in thousands)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(116,390	)	$	(95,907	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		303			277
Non-cash lease expense		875			863
Non-cash interest income on marketable securities		(5,135	)		(6,547	)
Stock-based compensation expense, including employee stock purchase plan expense		13,320			16,259
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(960	)		1,475
Other assets and long-term deposits		(5,649	)		(2,589	)
Accounts payable		(1,175	)		(13	)
Other current liabilities		7,353			8,972
Operating lease liabilities		(931	)		(857	)
Net cash used in operating activities		(108,389	)		(78,067	)
Cash flows from investing activities:
Purchase of equipment		—			(159	)
Maturities of marketable securities		253,794			226,786
Purchases of marketable securities		(247,370	)		(205,729	)
Net cash provided by investing activities		6,424			20,898
Cash flows from financing activities:
Issuance of shares under at-the-market offering, net of issuance costs of $166		—			22,787
Issuance costs for shares issued under 2024 private placement		(6,514	)		—
Proceeds from borrowings under Credit Facility (Note 11)		3,000			—
Proceeds from issuance of common stock under employee stock purchase plan		748			650
Proceeds from exercise of stock options		511			1,081
Net cash (used in) provided by financing activities		(2,255	)		24,518
Net decrease in cash and cash equivalents		(104,220	)		(32,651	)
Cash and cash equivalents at beginning of period		139,480			68,539
Cash and cash equivalents at end of period	$	35,260		$	35,888

Supplemental disclosure of cash flow information
Right-of-use asset obtained in exchange for operating lease liabilities	$	896		$	—

See accompanying notes to the condensed consolidated financial statements.

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Olema Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Nature of the Business and Basis of Presentation

Olema Pharmaceuticals, Inc. (“Olema” or the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of next-generation targeted therapies for breast cancer and beyond. The Company is advancing a pipeline of novel therapies by leveraging its deep understanding of endocrine-driven cancers, nuclear receptors, and mechanisms of acquired resistance. The Company's wholly-owned, lead product candidate, palazestrant (OP-1250), is a novel, orally-available small molecule with dual activity as both a complete estrogen receptor ("ER") antagonist ("CERAN") and selective ER degrader ("SERD"). In addition to its lead product candidate, Olema is developing a potent KAT6 inhibitor (OP-3136).

The Company is located in San Francisco, California and was incorporated in Delaware on August 7, 2006 under the legal name of CombiThera, Inc., and on March 25, 2009, was renamed Olema Pharmaceuticals, Inc. The Company’s principal operations are based in San Francisco, California, and it has operations in Cambridge, Massachusetts. Olema Oncology Australia Pty Ltd was incorporated on January 6, 2021, and is a wholly-owned subsidiary of the Company (collectively with Olema Pharmaceuticals, Inc., referred to as “Olema” or the “Company” herein). It operates in one business segment and therefore has only one reportable segment. The Company is subject to risks and uncertainties common to late-stage companies in the biopharmaceutical industry, including, but not limited to, successful discovery and development of its product candidates, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, protection of proprietary technology, compliance with governmental regulations, the impact of geopolitical and macroeconomic events discussed in further detail below, the ability to secure additional capital to fund operations and commercial success of its product candidates. Palazestrant, OP-3136 and any future product candidates the Company may develop will require extensive non-clinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Liquidity

The Company had $329.0 million of cash, cash equivalents and marketable securities at September 30, 2025, in addition to an available balance of $22.0 million under the Loan and Security Agreement dated as of September 5, 2023 (the “Original Loan Agreement”), by and between the Company, as borrower, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Bank”), as amended by the First Amendment to Loan and Security Agreement, dated June 28, 2024, by and between the Company and the Bank (the "First Amendment"), as further amended by the Second Amendment to Loan and Security Agreement, dated June 27, 2025 by and between the Company and the Bank (the "Second Amendment" and, collectively with the First Amendment and the Original Loan Agreement, the "Loan Agreement"). Refer to Note 11. Long-term Borrowing for further details. Management believes that the Company’s cash, cash equivalents, marketable securities, and the amounts available under the Loan Agreement will be sufficient to fund the Company’s current operating plan for at least the next 12 months from the filing date of these condensed consolidated financial statements.

At-The-Market Offering

On January 6, 2025, the Company entered into a sales agreement (the "2025 Sales Agreement") with TD Securities (USA) LLC, ("TD Cowen") as sales agent, pursuant to which the Company may offer and sell, from time to time, shares of the Company's common stock, having an aggregate offering price of up to $150.0 million (the “2025 ATM Shares”). The 2025 Sales Agreement replaces the prior sales agreement entered into between the Company and Cowen and Company, LLC dated January 5, 2024 (the "2024 Sales Agreement"). During the year ended December 31, 2024, the Company issued 1,772,278 shares of its common stock under the 2024

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Sales Agreement at a weighted average price of $13.19 for net proceeds of $22.8 million after deducting related issuance costs. The sales of the 2025 ATM 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, including sales made directly on or through the Nasdaq Global Select Market. The Company has agreed to pay TD Cowen a commission of up to 3.0% of the aggregate gross proceeds from any 2025 ATM Shares sold by TD Cowen. There were no sales under the 2025 Sales Agreement during the three and nine months ended September 30, 2025. As of September 30, 2025, $150.0 million remained available for issuance under the 2025 Sales Agreement.

Private Placement

On November 29, 2024, the Company entered into a securities purchase agreement for a private placement of (i) 19,928,875 shares of our common stock at a price of $9.08 per share and (ii) pre-funded warrants to purchase up to an aggregate of 7,604,163 shares of our common stock at a price of $9.0799 per pre-funded warrant, which represents the per share purchase price of the common stock sold in the private placement less the $0.0001 per share exercise price for each pre-funded warrant to selected institutional and accredited investors (the "2024 Private Placement"). The aggregate gross proceeds for the 2024 Private Placement were approximately $250.0 million. After deducting offering expenses related to the 2024 Private Placement of approximately $13.0 million, the net proceeds to us from the 2024 Private Placement were approximately $237.0 million.

Warrant Exchanges

On November 29, 2024 and January 10, 2025, the Company entered into exchange agreements with certain investors and issued to such investors pre-funded warrants to purchase up to 3,420,000 and 6,070,000 shares of the Company's common stock, respectively, in exchange for an equivalent number of shares of the Company's common stock previously outstanding and held by such investors. The pre-funded warrants were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. Refer to Note 12. Pre-Funded Warrants for further details.

Impact of Geopolitical and Macroeconomic Events

Global economic and business activities continue to face widespread uncertainty related to the geopolitical and macroeconomic environment, generally, including economic uncertainty, market volatility, labor shortages, recent and changing tariff policy announcements, tariffs, trade tensions and retaliatory measures by other countries, supply chain disruptions, the ongoing conflicts between Ukraine and Russia and in the Middle East, as well as any related political or economic responses and counter-responses or otherwise by various global actors, inflationary pressures, monetary supply shifts, increased recession risk, and related financial instability. The extent of the impact of these factors on the Company’s operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted. Any continued or renewed disruption resulting from these factors could negatively impact the Company’s business. The Company continues to monitor the impact of these geopolitical and macroeconomic factors on its results of operations, financial condition and cash flows.

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting, and the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements include the accounts of Olema Pharmaceuticals, Inc. and its wholly-owned subsidiary, Olema Oncology Australia Pty Ltd. All intercompany balances and transactions have been eliminated upon consolidation.

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Unaudited Interim Financial Information

The interim condensed consolidated balance sheet as of September 30, 2025, the statements of operations and comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and the statements of cash flows for the nine months ended September 30, 2025 and 2024 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial statements included in this report. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements related to the three- and nine-month periods are also unaudited. The results of operations presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2024 included herein was derived from the audited financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Form 10‑K as filed with the SEC on March 18, 2025 (the “Annual Report”).

Use of Estimates

The accompanying condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of expenses during the reporting period. Significant areas that require management’s estimates include accruals of research and development expenses, including accrual of research contract costs, stock-based compensation assumptions, including the fair value of common stock. On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or fewer at the date of purchase. Cash deposits are all in reputable financial institutions in the United States as of September 30, 2025, and December 31, 2024. Cash and cash equivalents primarily consisted of cash on deposit with U.S. banks, including the Company’s bank account for its Australia subsidiary, denominated in U.S. dollars and Australian dollars, and investments in interest-bearing money market funds.

Marketable Securities

All marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such designation as of each balance sheet date. Unrealized gains and losses are excluded from net loss and are reported as a component of comprehensive loss. Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest income. The cost of securities sold is based on the specific-identification method. Interest earned on marketable securities is included in interest income.

The Company periodically assesses its available-for-sale marketable securities for other-than-temporary impairment. For debt securities in an unrealized loss position, the Company first considers its intent to sell, or whether it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis. If either of these criteria are met, the amortized cost basis of such debt securities is written down to fair value through other expense.

For debt securities in an unrealized loss position that do not meet the aforementioned criteria, the Company assesses whether the decline in the fair value of such debt securities has resulted from credit losses or other factors. The Company considers the extent to which fair value is less than amortized cost, any changes to the

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rating of the security by a rating agency, and any adverse conditions specifically related to the securities, among other factors. If this assessment indicates that a credit loss may exist, the Company then compares the present value of cash flows expected to be collected from such securities to their amortized cost basis. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded through other expense, limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recorded through an allowance for credit losses is recognized in other comprehensive loss. The Company has not recorded any impairments for its marketable securities.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, and marketable securities. The Company invests in a variety of financial instruments and, by its policy, limits these financial instruments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies and highly rated banks and corporations, subject to certain concentration limits. The Company’s cash, cash equivalents, and marketable securities are held by financial institutions in the United States that management believes are of high credit quality. Amounts on deposit with individual banking institutions may at times exceed the limits insured by the Federal Deposit Insurance Corporation; however, the Company has not experienced any losses on such deposits.

The Company’s future results of operations involve a number of other risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s current and potential future product candidates, uncertainty of market acceptance of the Company’s product candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships, dependence on key individuals or sole-source suppliers, and geopolitical and macroeconomic factors.

The Company’s product candidates require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company were denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a materially adverse impact on the Company.

Leases

Under Accounting Standards Update ("ASU") 2026-12, Leases, Topic 842, ("Topic 842"), lessees are required to recognize for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the condensed consolidated statements of operations and comprehensive loss.

At the inception of an arrangement, the Company determines if an arrangement is, or contains, a lease based on the facts and circumstances present in that arrangement. Lease classification, recognition, and measurement are then determined at the lease commencement date. For arrangements that contain a lease, the Company (i) identifies lease and non-lease components, (ii) determines the consideration in the contract, (iii) determines whether the lease is an operating or finance lease; and (iv) recognizes lease ROU assets and liabilities. Lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable, and as such, the Company uses the incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

Most leases include options to renew or terminate the lease, which can impact the lease term. The exercise of these options is at the Company’s discretion. The Company’s lease terms may include options to extend or

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terminate the lease when it is reasonably certain that the Company will exercise such options. For any lease modification, the Company reassesses the lease classification, remeasures the related lease liability using an updated discount rate that reflects the modified lease term, and adjusts the related ROU asset under the lease modification guidance under Topic 842.

The Company has operating leases for its research and development and office facilities. Fixed lease payments on operating leases are recognized over the expected term of the lease on a straight-line basis. Variable lease expenses that are not considered fixed are recognized as incurred. Fixed and variable lease expense on operating leases is recognized within operating expenses within our condensed consolidated statements of operations and comprehensive loss.

The Company elected to not apply the recognition requirements of Topic 842 to short-term leases with terms of 12 months or less. Refer to Note 9. Lease for further details.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop product candidates. These costs are recorded within research and development expenses in the condensed consolidated statements of operations and include personnel expenses, stock-based compensation expenses, allocated general and administrative expenses, and external costs including fees paid to consultants and contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”), in connection with non-clinical studies and clinical trials, and other related clinical trial fees, such as for investigator fees, patient screening, laboratory work, clinical trial database management, clinical trial material management and statistical compilation and analysis. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as either prepaid expenses and other current assets or other assets and long-term deposits. Such amounts are recognized as an expense as the goods are delivered or the related services are performed.

Costs incurred in obtaining technology licenses that do not meet the definition of a business are charged immediately to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future uses.

Research Contract Costs and Accruals

The Company has, from time to time, entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred.

The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the projects, studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.

Internal-Use Software

The Company capitalizes certain costs incurred for the development and implementation of computer software for internal use. These costs generally relate to the implementation of the third-party developed software for the Company's clinical development purposes. The Company capitalizes these costs when it is determined that it is probable that the project will be completed and the software will be used to perform the function intended, and the preliminary project stage is completed. Capitalized internal-use software development and implementation costs are included in other assets and long-term deposits within the consolidated balance sheets. Capitalized implementation costs are amortized on a straight-line basis over the estimated useful lives of five years. Costs related to the preliminary project stage, post-implementation, training and maintenance are expensed as incurred.

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Comprehensive Loss

Comprehensive loss includes net loss and other comprehensive (loss) gain for each period presented. Other comprehensive (loss) gain represents net unrealized (loss) gain on marketable securities.

Stock-Based Compensation

Stock-based compensation cost, including grants of stock options and restricted stock awards issued under the Company’s equity incentive plans and the Company's 2020 Employee Stock Purchase Plan (the "ESPP"), is measured at the grant date based on the estimated fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. Stock-based compensation cost for performance-based restricted stock unit awards issued under the Company’s equity incentive plan is measured at the grant date based on the estimated fair value of the award, which is based on the closing stock price on the grant date, and is recognized as an expense when the Company determines that it is probable that the performance goals will be achieved, which the Company assess on a quarterly basis. The Company recognizes stock compensation in accordance with Accounting Standards Codification ("ASC") 718, Compensation — Stock Compensation (“ASC 718”). The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model. The Company estimates volatility using stock prices of peer companies and its historical data, risk-free rates using the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term, and dividend yield using the Company’s expectations and historical data. The Company uses the simplified method to calculate the expected term of employee stock option grants. Under the simplified method, the expected term is estimated to be the mid-point between the vesting date and the contractual term of the option. For awards with graded vesting, in which specified tranches of the options vest on different dates, the Company uses a single weighted average expected life to value the entire award, which is equal to the average of the weighted average vesting period of the award and the contractual term of the award. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest, including awards with graded vesting. As part of the requirements of ASC 718, the Company has elected to account for forfeitures of stock option grants as they occur.

Foreign Currency Transactions

The functional currency of Olema Oncology Australia Pty Ltd, the Company’s wholly-owned subsidiary, is the U.S. dollar. Accordingly, all monetary assets and liabilities of the subsidiary are remeasured into U.S. dollars at the current period-end exchange rates and non-monetary assets are remeasured using historical exchange rates. Income and expense elements are remeasured to U.S. dollars using the average exchange rates in effect during the period. Remeasurement gains and losses are recorded as other income (expense) on the condensed consolidated statements of operations.

The Company is subject to foreign currency risk with respect to its clinical and manufacturing contracts denominated in currencies other than the U.S. dollar, predominantly the Australian dollar and the Euro. Payments on contracts denominated in foreign currencies are made at the spot rate on the day of payment. Changes in the exchange rate between billing dates and payment dates are recorded within other income (expense) on the condensed consolidated statements of operations.

Pre-funded Warrants

The Company issued pre-funded warrants in connection with an equity private placement in 2024 and exchange agreements in November 2024 and January 2025. The Company accounts for the pre-funded warrants as a freestanding equity-linked financial instrument that met the criteria for equity classification pursuant to ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), and ASC 815, Derivatives and Hedging ("ASC 815"). Accordingly, the Company recorded the pre-funded warrants as a component of stockholders' equity within additional paid-in capital. The Company valued the pre-funded warrants at issuance, concluding that their sales price approximated their fair value. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share of the Company's common stock, subject to beneficial ownership limitations. Exercise of the pre-funded warrants is virtually assured because the underlying common shares will be issued for nominal cash consideration or at an exercise price of $0.0001 per share. All necessary conditions for issuance of the

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underlying common shares were met when the pre-funded warrants were issued, and as such, related pre-funded warrants shares were included in the denominator for both the basic and diluted earnings per share calculations. Refer to Note 12. Pre-Funded Warrants for further details.

Basic net loss per common share is computed by dividing the net loss per common share by the weighted average number of common shares outstanding for the period, including the pre-funded warrants shares. Diluted net loss per common share is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities, and by dividing the diluted net loss by the weighted average number of common shares outstanding for the period, including the pre-funded warrants shares and potential dilutive common shares. For purpose of this calculation, outstanding stock options, including unvested performance-based restricted stock unit awards and contingently issuable common stock related to the ESPP are considered potential dilutive common shares. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Segment Reporting

The Company's chief operating decision maker (“CODM”), the Chief Executive Officer, manages its business activities as a single operating and reportable segment at the consolidated level. Accordingly, the Company's CODM uses consolidated net loss to measure segment loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (research and development, and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net loss is interest income, which is reflected in the condensed consolidated statements of operations and comprehensive loss.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued a new income tax-related accounting guidance in ASU 2023-09, Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2023-09 on its consolidated financial statements and related disclosures.

3. Fair Value Measurement

The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

•

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•

Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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•

Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.


		September 30, 2025
(in thousands)	Level 1			Level 2		Level 3		Total
Financial Assets
Cash	$		8,937	$	—	$	—	$	8,937
Money market funds			19,477		—		—		19,477
Commercial paper			—		78,470		—		78,470
Corporate bonds			—		52,958		—		52,958
U.S. government treasury bills			162,296		—		—		162,296
Government-sponsored enterprise securities			—		6,933		—		6,933
Total	$		190,710	$	138,361	$	—	$	329,071


		December 31, 2024
(in thousands)	Level 1			Level 2		Level 3		Total
Financial Assets
Cash	$		6,489	$	—	$	—	$	6,489
Money market funds			118,955		—		—		118,955
Commercial paper			—		109,432		—		109,432
Corporate bonds			—		43,409				43,409
U.S. government treasury bills			144,741		—		—		144,741
Government-sponsored enterprise securities			—		11,714		—		11,714
Total	$		270,185	$	164,555	$	—	$	434,740


	September 30, 2025
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
(in thousands)	Cost		Gains		Losses			Fair Value
Financial Assets
Cash and cash equivalents	$	35,370	$	1	$	—		$	35,371
Short-term marketable securities (<12 months to maturity)		238,328		290		(10	)		238,608
Long-term marketable securities (>12 months to maturity)		54,847		247		(2	)		55,092
Total	$	328,545	$	538	$	(12	)	$	329,071


	December 31, 2024
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
(in thousands)	Cost		Gains		Losses			Fair Value
Financial Assets
Cash and cash equivalents	$	142,706	$	4	$	—		$	142,710
Short-term marketable securities (<12 months to maturity)		219,062		185		(57	)		219,190
Long-term marketable securities (>12 months to maturity)		72,829		53		(42	)		72,840
Total	$	434,597	$	242	$	(99	)	$	434,740

The Company considers its marketable securities with maturities beyond one year as current assets, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of marketable securities to be available-for-sale.

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The Company periodically reviews its available-for-sale marketable securities for other-than-temporary impairment. The Company considers factors such as the duration, severity and the reason for the decline in value, the potential recovery period and its intent to sell. For debt securities, the Company also considers whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses.

There were no marketable securities that had been in a consecutive loss position for more than 12 months as of September 30, 2025. During the three and nine months ended September 30, 2025, the Company did not recognize any other-than-temporary impairment loss. As of September 30, 2025, there was no allowance for losses on available-for-sale debt securities attributable to credit risk.

As of September 30, 2025, all of the Company’s cash and cash equivalents primarily consisted of cash on deposit with U.S. banks denominated in U.S. dollars and Australian dollars, and investments in interest-bearing money market funds.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Interest receivable	$	2,052	$	2,120
Prepaid subscriptions and licenses		1,339		728
Value added tax receivable		919		—
Prepaid insurance		288		1,033
Prepaid clinical development costs		194		140
Other		577		366
Total	$	5,369	$	4,387

Other Assets and Long-Term Deposits

Other assets and long-term deposits consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Clinical development project deposits	$	14,732	$	9,263
System implementation costs		1,023		683
Property and equipment, net		486		746
Office lease deposits		464		485
Other		—		15
Total	$	16,705	$	11,192

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Accrued research and development related costs	$	29,681	$	22,768
Accrued employee bonuses		5,290		5,661
Accrued corporate related costs		1,636		7,586
Accrued payroll related costs		406		111
Total	$	37,013	$	36,126

Table of Contents

Stock-Based Compensation

In 2014, the Company’s Board of Directors (the “Board”) and stockholders approved and adopted the Company’s 2014 Stock Plan (the “2014 Plan”). The 2014 Plan permitted the grant of options and restricted stock awards (including restricted stock purchase rights and restricted stock bonus awards). The 2014 Plan was terminated on the date the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), which is described below, became effective, and since that date, no additional awards have been or will be made pursuant to the 2014 Plan. However, any outstanding awards granted under the 2014 Plan will remain outstanding, subject to the terms of the 2014 Plan award agreements, until such outstanding options are exercised or until any awards terminate or expire by their terms.

In 2020, the Board and the Company’s stockholders approved and adopted the 2020 Plan. The 2020 Plan permits the grant of options, restricted stock awards, stock appreciation rights, restricted stock unit awards, performance awards, and other awards. The maximum number of shares of common stock that were initially issuable under the 2020 Plan was a number not to exceed 6,494,510 shares of the Company’s common stock, which is the sum of (i) 2,152,080 new shares, plus (ii) an additional number of shares not to exceed 4,342,430 shares, consisting of any shares of the Company’s common stock subject to outstanding stock options or other stock awards granted under the 2014 Plan that, on or after the date on which the 2020 Plan became effective, terminated or expired prior to exercise or settlement; were not issued because the award was settled in cash; were forfeited because of the failure to vest; or were reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2020 Plan automatically increases on January 1 of each year for a period of ten years, beginning on January 1, 2021 and continuing through January 1, 2030, in an amount equal to the lesser of (1) 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Board no later than December 31 of the immediately preceding year.

In 2022, the Board approved and adopted the Company’s 2022 Inducement Plan (the “2022 Inducement Plan”). Under the 2022 Inducement Plan, initially 2,000,000 shares of common stock were reserved for issuance. In December 2024, the Compensation Committee of the Board approved an increase of an additional 3,000,000 shares of common stock reserved for issuance under the 2022 Inducement Plan, which increase was made effective as of January 1, 2025. The 2022 Inducement Plan permits the grant of options, restricted stock awards, stock appreciation rights, restricted stock unit awards, performance awards, and other awards.

The exercise price for each option and stock appreciation right shall be established at the discretion of the Board, provided that the exercise price of a stock option will not be less than 100% of the fair market value of the Company’s common stock on the date of grant. Specific vesting for stock options and stock appreciation rights is service related and determined in each award agreement, where stock options and stock appreciation rights are fully vested at the grant date or follow a graded vesting schedule. Stock options and stock appreciation rights granted under the plans generally expire ten years after the date of grant.

Stock Option Valuation

The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company lacks company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies in addition to its own historical volatility. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is 0% since the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Table of Contents

The assumptions that the Company used to determine the estimated grant-date fair value of stock options granted to employees and directors under the 2020 Plan and the 2022 Inducement Plan were as follows, presented as a weighted average:


	September 30,			September 30,
	2025			2024
Risk-free interest rate		4.08	%		3.92	%
Expected term (in years)		6.04			6.03
Expected volatility		78.10	%		85.10	%
Expected dividend yield		—			—

Stock Option Activity

The following table summarizes the stock option activity under the 2020 Plan and the 2022 Inducement Plan:


						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
						(in years)		(in thousands)
Outstanding as of December 31, 2024		11,353,057		$	10.28		6.37	$	7,519
Granted		4,739,460			4.54
Exercised		(234,094	)		2.83
Forfeited and cancelled		(371,993	)		9.25
Outstanding as of September 30, 2025		15,486,430		$	8.66		7.54	$	51,958

Item 1. Financial Statements.

Liquidity

At-The-Market Offering

Private Placement

Warrant Exchanges

Impact of Geopolitical and Macroeconomic Events

Basis of Presentation and Consolidation

Unaudited Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Marketable Securities

Concentration of Credit Risk and Other Risks and Uncertainties

Leases

Research and Development Costs

Research Contract Costs and Accruals

Internal-Use Software

Comprehensive Loss

Stock-Based Compensation

Foreign Currency Transactions

Pre-funded Warrants

Net Loss Per Common Share

Segment Reporting

Recent Accounting Pronouncements Not Yet Adopted

Stock Option Valuation

Stock Option Activity

Olema Pharmaceuticals, Inc. 10-Q