[8-K] Ovid Therapeutics Inc. Reports Material Event

Rhea-AI Filing Summary

Local Bounti Corporation (LOCL) has filed a Form 144 disclosing a planned disposition of restricted stock under Rule 144 of the Securities Act.

Seller: KEBS Trust
Planned sale: 3,500 common shares
Broker: Morgan Stanley Smith Barney, New York
Approximate sale date: 10 July 2025 (on the NYSE)
Aggregate market value: $9,261.35
Shares outstanding: 10,914,704
This transaction equals roughly 0.03 % of the company’s outstanding stock, indicating minimal dilution risk.

The shares were originally received as a gift from an affiliate on 28 December 2022. KEBS Trust has already executed several open-market sales in the past three months:

• 09 Jul 2025 – 200 shares – $602.00
• 22 May 2025 – 1,179 shares – $2,458.33
• 21 May 2025 – 600 shares – $1,262.52
• 20 May 2025 – 800 shares – $1,736.72
• 19 May 2025 – 1,000 shares – $2,226.60
• 16 May 2025 – 1,421 shares – $3,326.13

Total prior 3-month sales: 5,200 shares for gross proceeds of about $11,612. The signatory affirms no undisclosed adverse information and acknowledges SEC anti-fraud provisions.

Insights

Financial Analyst

TL;DR: Tiny insider sale (0.03 % float)—unlikely to move LOCL shares materially.

The Form 144 signals a forthcoming sale of 3,500 shares worth roughly $9.3k. With 10.9 m shares outstanding, the transaction is negligible from a supply-and-demand perspective. Even adding the 5,200 shares sold in the past quarter, cumulative dispositions remain far below any threshold that would normally pressure liquidity or signal broad insider pessimism. No price-sensitive operational data or guidance accompanies the filing, so market impact should be limited. I classify the event as routine and not fundamental to the investment thesis.

Corporate Governance Expert

TL;DR: Routine Rule 144 filing; governance risk minimal given size and disclosure.

The trust’s sales are properly disclosed and executed through a reputable broker, aligning with Rule 144 transparency norms. The signer affirms no undisclosed adverse information, satisfying ethical and legal safeguards. While serial sales can occasionally raise alignment concerns, the modest dollar amounts and adherence to disclosure requirements suggest no red-flag governance issues at this time.

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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): July 9, 2025

OVID THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38085			46-5270895
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
441 Ninth Avenue, 14th Floor New York, New York						10001
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: 646-661-7661

Not Applicable

(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 (see General Instructions A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

OVID

The Nasdaq Stock Market LLC

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 5.07.    Submission of Matters to a Vote of Security Holders.

Ovid Therapeutics Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on July 9, 2025. As of May 19, 2025, the record date for the Annual Meeting, there were 71,109,514 shares of Company common stock outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 55,992,587 shares, or 78.74%, were present in person or represented by proxy, which constituted a quorum. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results for each of the proposals. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 22, 2025 (the “Proxy Statement”).

Proposal 1: The Company’s stockholders elected all of the nominees for director to serve a three-year term until the Company’s 2028 annual meeting of stockholders, or until their respective successors are duly elected and qualified, by the votes set forth in the table below:

Nominee						For						Withheld						Broker Non-Votes
Kevin Fitzgerald						35,967,512						11,599,305						8,425,770
Bart Friedman						39,928,124						7,638,693						8,425,770

Proposal 2: The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below:

For						Against						Abstain						Broker Non-Votes
35,433,853						904,185						11,228,779						8,425,770

Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 by the votes set forth in the table below:

For						Against						Abstain
50,820,500						160,264						5,011,823

Proposal 4: The Company’s stockholders approved a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect, at the option of the Company’s board of directors (the “Board”), a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-10 to 1-for-40, inclusive, with such ratio to be determined by the Board in its sole discretion, by the votes set forth in the table below:

For						Against						Abstain
44,239,086						1,914,880						9,838,621

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.

			OVID THERAPEUTICS INC.
			By:			/s/ Jeffrey Rona
						Jeffrey Rona
						Chief Business and Financial Officer

Dated: July 10, 2025

FAQ

How many Local Bounti (LOCL) shares are being sold under this Form 144?

The filing covers 3,500 common shares planned for sale.

What is the estimated dollar value of the planned LOCL sale?

The aggregate market value is $9,261.35.

When is the approximate sale date for the LOCL shares?

The filer indicates an approximate sale date of 10 July 2025.

How many LOCL shares has KEBS Trust sold in the past three months?

The trust sold 5,200 shares between 16 May and 9 July 2025.

What portion of Local Bounti’s outstanding shares does the new sale represent?

The 3,500-share sale equals roughly 0.03 % of the 10,914,704 shares outstanding.

Does the filing reveal any undisclosed adverse information about LOCL?

No. The signer explicitly states awareness of no material non-public adverse information.