Olema Pharmaceuticals, Inc.

The following is a summary of transactions since January 1, 2023, to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements which are described in the sections titled “Executive Compensation” and “Director Compensation.”

Certain Transactions With or Involving Related Persons

Indemnification Agreements

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and bylaws also provide our Board of Directors with discretion to indemnify our employees and other agents when determined appropriate by the board. In addition, we have entered an indemnification agreement with each of our directors and executive officers, which will require us to indemnify them.

2023 Private Placement Offering

In September 2023, we entered into a Stock Purchase Agreement, or the 2023 Purchase Agreement, with certain institutional investors, relating to a private placement of shares of our common stock, or the 2023 Private Placement. The 2023 Private Placement closed on September 12, 2023. Pursuant to the 2023 Purchase Agreement, we issued and sold an aggregate of 13,211,381 shares of our common stock to the purchasers for a purchase price of $9.84 per share for aggregate gross proceeds to the Company of approximately $130.0 million. After deducting offering expenses related to the 2023 Private Placement of approximately $0.3 million, the net proceeds to the Company from the 2023 Private Placement were approximately $129.7 million.

Certain holders of more than 5% of our capital stock (including shares of common stock acquired in the 2023 Private Placement) and those holders affiliated with members of our Board, purchased shares of our common stock in the Private Placement at the offering price offered to other investors. The following table sets forth the number of shares of our common stock purchased and the aggregate cash purchase price paid by each of these stockholders:

(1) Dr. Walmsley is a member of our Board of Directors and a General Partner of Logos Global Management LP, an affiliate of Logos Global Master Fund.

(2) Biotechnology Value Fund, L.P., together with its affiliates, is the beneficial owner of more than 5% of our common stock. Dr. Hrustanovic is a member of our Board of Directors and an affiliate of Biotechnology Value Fund, L.P.

(3) Paradigm BioCapital International Fund Ltd., together with its affiliates, is the beneficial owner of more than 5% of our common stock.

2024 Private Placement Offering

In November 2024, we entered into a Securities Purchase Agreement, or the 2024 Purchase Agreement, with certain institutional investors, relating to a private placement of (i) shares of our common stock and (ii) pre-funded warrants to purchase shares of our common stock, or the 2024 Private Placement. The 2024 Private Placement closed on November 29, 2024. Pursuant to the 2024 Purchase Agreement, we issued and sold an aggregate of (i) 19,928,875 shares of our common stock to the purchasers for a purchase 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 to certain purchasers at a price of $9.0799 per pre-funded warrant, which represents the per share purchase price of the common stock sold in the 2024 Private Placement less the $0.0001 per share exercise price for each pre-funded warrant. The aggregate gross proceeds to the Company 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 the Company from the 2024 Private Placement were approximately $237.0 million.

Certain holders of more than 5% of our capital stock (including shares of common stock acquired in the 2024 Private Placement and shares of common stock issuable pursuant to exercisable pre-funded warrants acquired in the 2024 Private Placement), including a holder affiliated with a member of our Board, purchased shares of our common stock and pre-funded warrants in the 2024 Private Placement at the offering price offered to other investors. The following table sets forth the number of shares of our common stock purchased, the number of pre-funded warrants purchased, and the aggregate cash purchase price paid by each of these stockholders:

(1) Biotechnology Value Fund, L.P., together with its affiliates, is the beneficial owner of more than 5% of our common stock. Dr. Hrustanovic is a member of our Board of Directors and an affiliate of Biotechnology Value Fund, L.P.

(2) Paradigm BioCapital International Fund Ltd., together with its affiliates, is the beneficial owner of more than 5% of our common stock.

(3) Bain Capital Life Sciences Opportunities IV, L.P., together with its affiliates, is the beneficial owner of more than 5% of our common stock.

(4) Point72 Associates, LLC, together with its affiliates, is the beneficial owner of more than 5% of our common stock.

2024 Warrant Exchange

In November 2024, we entered into an exchange agreement with certain of our stockholders to exchange an aggregate of 3,420,000 shares of our common stock previously held by such stockholders for pre-funded warrants to purchase up to 3,420,000 shares of our common stock, or the 2024 Warrant Exchange. Each such pre-funded warrant has an initial exercise price of $0.0001 per share of common stock, subject to certain adjustments.

Entities affiliated with Biotechnology Value Fund, L.P., which collectively hold more than 5% of our capital stock, and are affiliated with a member of our Board, participated in the 2024 Warrant Exchange. The following table sets forth the number of shares of our common stock exchanged for pre-funded warrants:

(1) Represents the number of shares of our common stock surrendered in exchange for pre-funded warrants multiplied by $10.09, the closing price of our common stock on December 4, 2024, the date the shares were surrendered.

(2) Biotechnology Value Fund, L.P., together with its affiliates, is the beneficial owner of more than 5% of our common stock. Dr. Hrustanovic is a member of our Board of Directors and an affiliate of Biotechnology Value Fund, L.P.

2025 Warrant Exchange

On January 10, 2025, we entered into exchange agreements with certain of our stockholders to exchange an aggregate of 6,070,000 shares of our common stock previously held by such stockholders for pre-funded warrants to purchase up to an aggregate of 6,070,000 shares of our common stock, or the 2025 Warrant Exchange. Each such pre-funded warrant has an initial exercise price of $0.0001 per share of common stock, subject to certain adjustments.

Certain holders of more than 5% of our capital stock, including a holder affiliated with a member of our Board, participated in the 2025 Warrant Exchange. The following table sets forth the number of shares of our common stock exchanged for pre-funded warrants:

(1) Represents the number of shares of our common stock surrendered in exchange for pre-funded warrants multiplied by $4.84, the closing price of our common stock on January 13, 2025, the date the shares were surrendered.

(2) Biotechnology Value Fund, L.P., together with its affiliates, is the beneficial owner of more than 5% of our common stock. Dr. Hrustanovic is a member of our Board of Directors and an affiliate of Biotechnology Value Fund, L.P.

(3) Paradigm BioCapital International Fund Ltd., together with its affiliates, is the beneficial owner of more than 5% of our common stock.

(3) Bain Capital Life Sciences Opportunities IV, L.P., together with its affiliates, is the beneficial owner of more than 5% of our common stock.

Related Person Transactions Policy

We have adopted a written Related Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related person transactions.” For purposes of our policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are, were or will be participants involving an amount that exceeds $120,000 or, such time as we qualify as a “smaller reporting company”, the lesser of (i) $120,000 and (ii) 1% of the average of our total assets at year end for the last two completed fiscal years. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, or holder of 5% or more of our capital stock, including any of their immediate family members, and any entity owned or controlled by such persons.

Under the policy, each director and executive officer must identify, and we will request each significant stockholder to identify, any related person transaction involving such director or executive officer or such person’s affiliates and immediate family members, and must seek approval from the Audit Committee before he or she or, with respect to immediate family members or any of their affiliates, before they, may engage in the transaction. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether any alternative transactions were available. In considering related person transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself form the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, the Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of us and our stockholders, as the Audit Committee determines in the good faith exercise of its discretion.