OLMA 8-K
Olema Pharmaceuticals, Inc. (OLMA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 13, 2026, Olema Pharmaceuticals, Inc. (the “Company”) announced the appointment of Jason O’Byrne as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, which was approved by the Board of Directors of the Company (the “Board”) on July 28, 2026 and effective as of August 11, 2026 (the “Effective Date”).
Mr. O’Byrne, age 58, served as Executive Vice President and Chief Financial Officer of Vir Biotechnology, Inc., a biopharmaceutical company, from October 2024 to August 2026. Prior to that, Mr. O’Byrne served as Chief Financial Officer of Caribou Biosciences, Inc., a biopharmaceutical company, from 2021 to 2024. Previously, Mr. O’Byrne served as Vice President, and subsequently, Senior Vice President of Finance at Audentes Therapeutics, Inc., a biotechnology company, from 2019 to 2021, including through its acquisition by Astellas Pharma in 2020. Earlier in his career, Mr. O’Byrne spent 13 years at Genentech, Inc., a biotechnology company, and its parent company the Roche Group, a global healthcare company, where he held finance leadership positions of increasing responsibility, including Vice President, Head of Finance for Roche Asia-Pacific and Vice President, Global Head of Finance for Product Development and Product Strategy. Mr. O’Byrne received a B.A.Sc. in mechanical engineering from the University of British Columbia and an M.B.A. in finance, with distinction, from New York University’s Stern School of Business.
There are no family relationships between Mr. O’Byrne and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no transactions involving Mr. O’Byrne that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, and Mr. O’Byrne was not selected to serve as the Company’s Chief Financial Officer pursuant to any arrangement or understanding with any other person.
In connection with his appointment, Mr. O’Byrne and the Company entered into an offer letter (the “Offer Letter”). Pursuant to the Offer Letter, Mr. O’Byrne’s initial annualized base salary is $545,000. In addition, Mr. O’Byrne is eligible to receive an annual performance bonus with a target opportunity equal to 45% of his annual base salary. Mr. O’Byrne also received a sign-on bonus consisting of (i) $250,000, payable within 30 days following the Effective Date, and (ii) $100,000, payable within 30 days following the first anniversary of the Effective Date, in each case subject to certain service-based repayment obligations. All payments under the Offer Letter are subject to applicable withholdings and deductions. Mr. O’Byrne’s employment is on an “at-will” basis.
As provided in the Offer Letter, subject to approval by the Board, the Company will grant Mr. O’Byrne an option pursuant to the Company’s 2022 Inducement Plan (the “Plan”) to purchase 650,000 shares of the Company’s common stock (the “Option”). The Option will vest over four years, with 25% of the shares subject to the Option vesting on the first anniversary of the Effective Date and the remaining shares vesting monthly thereafter, subject to Mr. O’Byrne’s continued service to the Company through each applicable vesting date. The Option will be granted as an inducement material to Mr. O’Byrne’s entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). Mr. O’Byrne has not previously been an employee or director of the Company.
Pursuant to the Offer Letter, if the Company terminates Mr. O’Byrne’s employment without Cause (as defined in the Offer Letter) or Mr. O’Byrne resigns for Good Reason (as defined in the Offer Letter) within three months prior to or 18 months after a Change in Control (as defined in the Offer Letter), Mr. O’Byrne will be entitled to receive (a) a lump sum equal to 12 months of his then-current annual base salary plus his target bonus for the year in which the termination occurs; (b) a prorated annual bonus for the year in which the separation from service occurs, based on corporate performance for such year and the number of months of service during such year, as determined by the Board; (c) accelerated vesting of his then-outstanding unvested time-based equity awards; and (d) reimbursement of COBRA premiums for Mr. O’Byrne and his eligible dependents for up to 12 months.
If the Company terminates Mr. O’Byrne’s employment without Cause or Mr. O’Byrne resigns for Good Reason other than during the Change in Control period described above, Mr. O’Byrne will be entitled to receive (a) continued payment of his then-current annual base salary for 12 months; (b) a prorated annual bonus for the year in which the separation from service occurs, based on corporate performance for such year and the number of months of service during such year, as determined by the Board; (c) if the separation occurs more than 12 months after the Effective Date, accelerated vesting of 50% of the then-unvested portion of the Option; and (d) reimbursement of COBRA premiums for Mr. O’Byrne and his eligible dependents for up to 12 months.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with Mr. O’Byrne’s appointment, the Company also entered into its standard form of indemnification agreement with Mr. O’Byrne, a copy of which was filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
The Company elected to delay the filing of the disclosure of Mr. O’Byrne’s appointment until the public announcement of his appointment in accordance with the instruction to paragraph (c) of Item 5.02(c) of Form 8-K.
Item 7.01 Regulation FD Disclosure.
On August 13, 2026, the Company issued a press release announcing the appointment of Mr. O’Byrne as the Company’s Chief Financial Officer.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
Offer Letter by and between Olema Pharmaceuticals, Inc. and Jason O’Byrne, dated July 24, 2026. |
99.1 |
Press Release, dated August 13, 2026, of Olema Pharmaceuticals, Inc. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
Date: |
August 13, 2026 |
By: |
/s/ Sean Bohen, M.D., Ph.D. |
|
|
|
Sean Bohen, M.D., Ph.D. |
Exhibit 10.1
July 24, 2026
Jason O’Byrne
EMAIL/DOCUSIGN
Re: Employment Agreement
Dear Jason,
Olema Pharmaceuticals, Inc. (the “Company”) is pleased to offer you employment as its Chief Financial Officer, pursuant to the terms of this offer letter agreement (the “Agreement”).
In addition, you will be eligible to receive an annual equity grant in the first quarter of 2027, on the same terms as other similarly situated employees. For any such 2027 grant, your grant will not be prorated based on your start date but will be granted as if you were employed for the full year in 2026.
This offer is subject to satisfactory proof of your right to work in the United States and satisfactory completion of a Company-required background check. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.
If you agree to the terms and conditions set forth herein, please sign below.
Best regards,
|
|
/s/ Sean Bohen |
|
Sean Bohen, M.D., Ph.D. |
|
President and Chief Executive Officer |
|
Accepted and agreed:
/s/ Jason O’Byrne |
|
Jason O’Byrne |
|
|
|
|
Date |
7/24/2026 |
|
EXHIBIT A
Olema Pharmaceuticals, Inc.
Exhibit A is intended for your review only, signature will be collected in a separate DocuSign.
Sign-On Bonus Agreement
July 24, 2026
Jason O’Byrne
EMAIL/DOCUSIGN
Re: Sign-On Bonus
Dear Jason:
In recognition of your acceptance of our offer and the Company’s important future objectives, Olema Pharmaceuticals, Inc. (the “Company”) is offering you a Sign-On/Retention Payment, subject to the terms and conditions described herein.
A lump sum amount of $250,000 (the “Sign-On/Retention Payment”) will be advanced to you within 30 days after your Start Date, less applicable deductions and withholdings, unless you elect the deferral option specified herein. The Sign-On/Retention Payment will not be fully earned unless and until you remain employed with the Company through the date that is twelve months after your Start Date (the “Retention Date” and the twelve-month service period, the “Service Period”).
In addition, provided you remain continuously employed through the Service Period, you will receive a $100,000 lump-sum retention payment (the "Anniversary Retention Payment", and together with the Sign-On/Retention Payment, the “Retention Payments”) within 30 days following your first anniversary of employment, less applicable deductions and withholdings. The Anniversary Retention Payment will not be fully earned unless and until you remain continuously employed through the date that is twenty-four (24) months after your Start Date (the "Second Retention Date", and together with the Retention Date, the “Retention Period”).
If, prior to the Retention Date or the Second Retention Date, (a) you resign your employment or (b) the Company terminates your employment for misconduct (collectively with (a), “Cause”), you will be required to repay to the Company within 30 days after your last day of employment with the Company, an amount of the Sign-On/Retention Payment or the Anniversary Retention Payment, as applicable, prorated based on each month of
employment remaining in the Service Period. Any repayment obligation under this Agreement shall be interest-free.
If you prefer, you may instead irrevocably elect to receive the Sign-On/Retention Payment at the completion of the Service Period, in which case the Sign-On/Retention Payment or the Anniversary Retention Payment will be paid in a lump sum within 30 days after the Retention Date or the Second Retention Date (as applicable), less applicable deductions and withholdings, subject to your continued employment with the Company through the Retention Date. You must make this election by July 31, 2026 but in no event later than the Start Date. If your employment terminates before completing the Service Period, you will not receive the Retention Payments.
All payments and benefits provided under this Agreement are intended to either be exempt from or compliant with Section 409A of the Internal Revenue Code (“Section 409A”). References to “resignation,” “termination of employment,” “separation from service” and like terms shall mean a “separation from service,” as defined in the regulations under Section 409A without regard to alternative definitions thereunder. Notwithstanding anything to the contrary in this Agreement, if you are deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i), such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your separation from service, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. No interest shall be due on any amounts so deferred. The Company makes no representation or warranty and will have no liability to you or any other person if any payments under any provisions of the Agreement should fail to satisfy the requirements of Section 409A.
Nothing in this letter alters the status of your at-will employment relationship with the Company. Nor do the terms herein affect the terms and conditions of your offer letter from the Company or supersede such offer letter or any other agreements with the Company.
You acknowledge you have been advised that you have the right to consult an attorney regarding this Agreement and that you were given a reasonable time period of not less than five business days in which to do so.
The terms set forth herein form the complete and exclusive statement of terms between you and the Company regarding this subject matter. These terms supersede any other agreements or promises made to you by anyone, whether oral or written, on this subject, and cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.
Sincerely,
Sean Bohen
President and Chief Executive Officer |
|
By signing below, I acknowledge that I have been provided at least five (5) business days to review this Agreement and that I have been advised of my right to consult an attorney prior to signing. I acknowledge that I have read, understand and agree with the terms set forth herein:
Jason O’Byrne Date
[ ] Deferral Election. I hereby irrevocably elect to receive the Retention Payments in a lump sum at the completion of the Service Period or the Second Retention Date (as applicable), in which case the Sign-On/Retention Payment or the Anniversary Retention Payment will be paid within 30 days of the Retention Date or Second Retention Date (as applicable), subject to the terms of this Agreement. I understand that once submitted, this election is irrevocable.
EXHIBIT B
EMPLOYEE PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
Exhibit 99.1
Olema Oncology Appoints Jason O’Byrne as Chief Financial Officer
SAN FRANCISCO, August 13, 2026 (Globe NewsWire) – Olema Pharmaceuticals, Inc. (“Olema” or “Olema Oncology”, Nasdaq: OLMA), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of targeted therapies for breast cancer and beyond, today announced the appointment of Jason O’Byrne, MBA, as Chief Financial Officer.
“We are very pleased to welcome Jason to Olema at an important time for the Company,” said Sean P. Bohen, M.D., Ph.D., President and Chief Executive Officer of Olema Oncology. “As we approach pivotal data from OPERA-01 and prepare for our first potential commercial launch, the breadth and depth of Jason’s expertise in corporate strategy, capital markets, business development, and financial management and operations will be essential as we continue Olema’s transformation into a fully integrated oncology company.”
Mr. O’Byrne brings more than two decades of finance and global operations leadership across high-growth biotechnology and pharmaceutical organizations. He joins Olema from Vir Biotechnology, where he served as Executive Vice President and Chief Financial Officer, leading the Finance, Investor Relations, and Information Technology functions. Previously, Mr. O’Byrne was Chief Financial Officer of Caribou Biosciences. Across both organizations, he led a wide range of financial and capital markets initiatives, including Caribou’s initial public offering. Prior to Caribou, he served as Senior Vice President of Finance at Audentes Therapeutics, where he oversaw financial due diligence and integration for its $3 billion acquisition by Astellas Pharma. Earlier in his career, Mr. O’Byrne spent over a decade at Genentech and Roche in finance leadership roles of increasing responsibility, spanning clinical development, commercial, and global operations. He holds an MBA in Finance, with distinction, from New York University’s Stern School of Business and a Bachelor of Applied Science in Mechanical Engineering from the University of British Columbia.
"I am thrilled to join Olema at such an exciting stage in its evolution and believe palazestrant and OP-3136 have the potential to meaningfully improve the lives of people living with breast cancer and beyond,” said Mr. O'Byrne. “With a strong balance sheet and a series of important milestones ahead, I look forward to working with Sean and the executive team to help scale Olema through this next chapter and deliver durable benefit to patients and long-term value to shareholders."
About Olema Oncology
Olema Oncology is a clinical-stage biopharmaceutical company committed to transforming the standard of care and improving outcomes for patients living with breast cancer and beyond. Olema is advancing a pipeline of novel therapies by leveraging our deep understanding of endocrine-driven cancers, nuclear receptors, and mechanisms of acquired resistance. Our lead product candidate, palazestrant (OP-1250), is a proprietary, orally available complete estrogen receptor antagonist (CERAN) and a selective estrogen receptor degrader (SERD), currently in two Phase 3 clinical trials. In addition, Olema is developing OP-3136, a potent lysine acetyltransferase 6 (KAT6) inhibitor, now in a Phase 1 clinical study. Olema is headquartered in San Francisco and has operations in Cambridge, Massachusetts. For more information, please visit www.olema.com.
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipate,” “believe,” “could,” “expect,” “goal,” “intend,” “may,” “on track,” “potential,” “upcoming,” “will” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These statements include those related to the expected timing of data readouts, including from OPERA-01; the potential timing for commercial launch; the anticipated contributions of new members of executive leadership; Olema’s plans to evolve into a fully integrated oncology company; the potential of palazestrant and OP-3136 to meaningfully improve patient lives; the sufficiency of Olema’s cash; the potential timing of upcoming milestones at Olema; and Olema’s potential to deliver durable, long-term value for patients and shareholders. Because such statements deal with future events and are based on Olema’s current expectations, they are subject to various risks and uncertainties, and actual results, performance, or achievements of Olema could differ materially from those described in or implied by the statements in this press release. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed in the section titled “Risk Factors” in Olema’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and future filings and reports that Olema makes from time to time with the U.S. Securities and Exchange Commission. Except as required by law, Olema assumes no obligation to update these forward-looking statements, including in the event that actual results differ materially from those anticipated in the forward-looking statements.
Media and Investor Relations Contact
Courtney O’Konek
Vice President, Corporate Communications
Olema Oncology