Ovid Therapeutics Inc SEC Filings

Ovid Therapeutics Inc.'s CEO and director reported a set of insider transactions involving preferred stock, warrants, and common shares. On December 11, 2025, the reporting person purchased 71 investment units at $1,400 per unit, each unit consisting of one share of Series B Convertible Preferred Stock, one Series A Warrant to purchase 666.66 shares of common stock, and one Series B Warrant to purchase 500 shares of common stock.

Each share of Series B Convertible Preferred Stock automatically converted into 1,000 shares of common stock at 5 p.m. Eastern Time on December 15, 2025, resulting in 71,000 common shares after stockholder approval on December 11, 2025. Following these transactions, the reporting person directly beneficially owned 3,687,715 common shares and indirectly held 35,461 common shares through Divo Holdings, LLC, while disclaiming beneficial ownership of those indirect shares.

Ovid Therapeutics Inc. reported that it has released new information on its experimental therapy OV350. The company issued a press release announcing results from its Phase 1 study of OV350, an early-stage clinical trial that primarily evaluates safety, dosing, and how the drug behaves in the body. The press release, dated December 18, 2025, is attached as an exhibit to this report for investors and the public to review.

Ovid Therapeutics Inc. has filed a Form S-3 prospectus to register for resale up to 125,064,325 shares of its common stock held by existing investors. These shares come from 57,722,000 shares issued upon the automatic conversion of Series B preferred stock on December 15, 2025, 38,481,325 shares issuable upon exercise of Series A warrants, 28,861,000 shares issuable upon exercise of Series B warrants, and any shares issued from related pre-funded warrants.

The company is not selling any shares in this offering and will not receive proceeds from sales made by the selling stockholders. The registration fulfills obligations under an October 2025 private placement and allows these investors to sell their shares over time through various public or private transactions. Shares outstanding were 130,184,353 as of December 15, 2025; this is a baseline figure, not the amount being registered.

Ovid Therapeutics Inc. reported Q3 2025 results. Revenue was $132k in the quarter and $6.534M year‑to‑date, primarily from license and other revenue. Operating expenses were $12.655M, led by research and development of $5.87M and general and administrative of $6.785M, resulting in a net loss of $12.158M (basic and diluted loss per common share $0.17).

As of September 30, 2025, cash, cash equivalents and marketable securities totaled $25.6M. Net cash used in operating activities was $27.9M for the nine months. Subsequent to quarter‑end, the company closed a private placement of convertible preferred stock and warrants for net proceeds of $75.7M, and stated that available liquidity, including these proceeds, is sufficient to fund operations for more than 12 months after issuance of these financial statements.

Shares outstanding were 71,212,353 as of November 7, 2025.

Ovid Therapeutics (OVID) announced a leadership succession. The Board appointed Margaret “Meg” Alexander as Chief Executive Officer and a Class II director, effective January 1, 2026. She will remain President and step down as COO. Dr. Jeremy M. Levin, CEO since 2015, will transition to Executive Chairman on the same date.

Alexander’s amended employment agreement provides a $625,000 base salary, a target bonus of 55% of salary, and reimbursement of up to $35,000 in legal fees. Following her appointment, she will receive a stock option to purchase 890,000 shares, with a 10-year term, a vesting commencement date of January 1, 2026, 25% vesting after one year, and the remainder monthly over 36 months. Severance includes 12 months of base salary and up to 12 months of health premium cash payments; upon a change in control, severance extends to 18 months, includes a bonus component, health premiums for up to 18 months, and full vesting of unvested equity.

Levin’s amended agreement (effective January 1, 2026) includes a $430,000 base salary, a 50% target bonus, and up to $35,000 in legal fee reimbursement, with a three‑year term. The company also furnished a press release with business updates and Q3 2025 results as Exhibit 99.1.

Ovid Therapeutics called a virtual special meeting to seek stockholder approval for key actions tied to its October 2025 PIPE financing. The Board asks investors to approve an increase in authorized common shares to 315,000,000, the issuance of shares upon conversion of Series B Preferred Stock and exercise of related warrants, and the issuance of securities purchased by the CEO under Nasdaq rules.

The PIPE provided initial gross proceeds of approximately $80.8 million, with aggregate gross proceeds of up to $175.1 million if all warrants are exercised. The financing included 57,722 shares of Series B Preferred Stock that automatically convert into 1,000 common shares each after stockholder approval, plus Series A Warrants for up to 38,481,325 shares and Series B Warrants for up to 28,861,000 shares, each with a $1.40 exercise price and beneficial ownership caps up to 19.99%.

The meeting is on December 11, 2025 at 9:00 a.m. ET via www.virtualshareholdermeeting.com/OVID2025SM. Shares outstanding were 71,212,353 as of October 31, 2025. If Proposals 1 and 2 do not pass, the Company must hold additional meetings every 90 days to seek approval.

Ovid Therapeutics (OVID) filed a preliminary proxy for a December 11, 2025 virtual special meeting seeking three approvals tied to its October 2, 2025 PIPE financing. The Board asks stockholders to: (1) amend the charter to increase authorized common stock from 125,000,000 to 315,000,000; (2) approve the issuance of shares upon conversion of 57,722 shares of Series B preferred (automatically converts into 1,000 common per preferred share after approval) and upon exercise of Series A Warrants for up to 38,481,325 shares and Series B Warrants for up to 28,861,000 shares, consistent with Nasdaq Rule 5635(d); and (3) approve the CEO’s participation under Nasdaq Rule 5635(c) (71 Series B, 47,333 Series A Warrants, 35,500 Series B Warrants).

The PIPE generated initial gross proceeds of approximately $80.8 million, with aggregate gross proceeds of up to $175.1 million if all warrants are exercised. Warrants have a $1.40 exercise price; Series A Warrants are exercisable after stockholder approval and terminate on the earlier of a 30‑day window following an OV4071 regulatory milestone (with an effective resale registration) or October 6, 2030; Series B Warrants expire October 6, 2030 and include a price‑triggered mandatory exercise. Both instruments include beneficial ownership caps up to 19.99%.

Ovid Therapeutics (OVID) called a virtual Special Meeting on December 11, 2025 to seek stockholder approval for actions tied to an October 2, 2025 PIPE financing. The Board asks holders to approve: (1) an increase in authorized common stock to 315,000,000 shares; (2) the issuance of shares upon conversion of 57,722 shares of Series B Preferred Stock into 57,722,000 common shares and the exercise of warrants for up to 67,342,325 common shares, consistent with Nasdaq Listing Rule 5635(d); and (3) issuance of securities purchased by the CEO under Nasdaq Listing Rule 5635(c).

The PIPE generated initial gross proceeds of approximately $80.8 million, with up to $175.1 million in aggregate gross proceeds if all warrants are exercised, before fees and expenses. Each warrant has a $1.40 exercise price. If Proposals 1 and 2 are approved, Series B automatically converts two business days after the meeting, and the warrants become exercisable, each subject to stated beneficial ownership limits. The company notes that issuing additional shares may dilute earnings per share and voting power.

Ovid Therapeutics filed an Form 8-K disclosing a material event and attaching key transaction documents. The filing includes a Securities Purchase Agreement dated October 2, 2025 between Ovid and certain investors, a Certificate of Designation for Series B Convertible Preferred Stock, forms of Series A, Series B and Pre-Funded warrants, a Registration Rights Agreement, and a Press Release dated October 3, 2025. The cover page interactive XBRL is embedded, and the filing is signed by Jeffrey Rona, Chief Business and Financial Officer. The document list indicates a financing-related transaction with registration and governance documents filed as exhibits; specific economic terms, amounts, and closing confirmation are not provided in the text supplied.