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New Ovid Therapeutics (NASDAQ: OVID) CFO named as Rona transitions to consultant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ovid Therapeutics Inc. is changing its finance leadership while keeping continuity. The company and Jeffrey Rona, its Chief Business and Financial Officer and principal financial and accounting officer, mutually agreed to his transition from these roles effective July 6, 2026. The board appointed Charles Carter, previously Senior Vice President of Finance and Financial Planning, as Chief Financial Officer, principal financial officer, principal accounting officer and secretary from the same date. The company states that Rona’s departure is not due to any disagreement over accounting, controls, operations or policies.

Carter will receive a $460,000 annual base salary, a target bonus equal to 35% of salary, and 50,000 restricted stock units vesting in two equal annual installments starting July 6, 2027, plus an additional cash bonus opportunity of $75,000. Rona’s separation agreement provides 12 months of base salary, a prorated 2026 bonus, up to 12 months of COBRA benefits, and post-termination non-solicitation covenants. He will serve as a consultant through December 31, 2027, earning a one-time cash retainer and hourly consulting fees, with his existing equity awards continuing to vest during the consulting period.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
New CFO base salary $460,000 per year Annual base salary for Charles Carter as CFO
New CFO bonus target 35% of base salary Target annual cash bonus percentage for Charles Carter
RSU grant to new CFO 50,000 shares Restricted stock units vesting in two equal annual installments from July 6, 2027
Additional cash bonus opportunity $75,000 Potential extra cash bonus for Charles Carter based on objectives and goals
Rona salary continuation 12 months of base salary Severance period following July 6, 2026 separation date
COBRA benefits duration Up to 12 months Health coverage period for Jeffrey Rona after separation
Consulting period end December 31, 2027 End date of Jeffrey Rona’s consulting agreement
restricted stock unit financial
"Mr. Carter was granted a restricted stock unit award with respect to 50,000 shares"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
COBRA financial
"COBRA benefits for a period of up to 12 months from the Separation Date"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
non-solicitation regulatory
"post-termination restrictive covenants, including non-solicitation restrictions that will continue"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
Separation Agreement regulatory
"the Company entered into a separation agreement and general release with Mr. Rona"
A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.
Consulting Agreement regulatory
"the Company has also entered into a consulting agreement with Mr. Rona"
principal financial officer financial
"Chief Business and Financial Officer, principal financial officer, principal accounting officer"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
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FAQ

What leadership change did Ovid Therapeutics (OVID) announce?

Ovid Therapeutics announced that Jeffrey Rona will transition out of his roles as Chief Business and Financial Officer, principal financial officer, principal accounting officer and secretary. Charles Carter, previously Senior Vice President of Finance and Financial Planning, will become Chief Financial Officer and assume those principal officer roles effective July 6, 2026.

Why is Ovid Therapeutics’ outgoing CFO Jeffrey Rona leaving his roles?

Ovid Therapeutics states that Jeffrey Rona’s transition from his executive roles was mutually agreed and is not due to any disagreement regarding accounting practices, financial statements, internal controls, operations, policies or practices. He will continue supporting the company under a consulting agreement extending through December 31, 2027.

What is the compensation package for new Ovid Therapeutics CFO Charles Carter?

Charles Carter will receive a $460,000 annual base salary, an annual cash bonus target equal to 35% of salary, and 50,000 restricted stock units vesting in two equal annual installments beginning July 6, 2027. He also has an additional cash bonus opportunity of $75,000 tied to corporate and individual performance.

What severance benefits will outgoing Ovid executive Jeffrey Rona receive?

Jeffrey Rona is eligible for 12 months of his base salary paid in monthly installments, a prorated 2026 annual bonus paid in a lump sum, and up to 12 months of COBRA health benefits. His separation agreement also includes post-termination non-solicitation covenants lasting one year after his separation date.

How long will Jeffrey Rona continue working with Ovid Therapeutics?

Jeffrey Rona will remain involved under a consulting agreement through December 31, 2027, providing advisory services. He will receive a one-time cash retainer plus hourly consulting fees, and his existing equity awards will continue to vest during the consulting period, supporting continuity during the finance leadership transition.

Does Charles Carter have prior public-company CFO experience before joining Ovid (OVID)?

Yes. Charles Carter previously served as Chief Financial Officer and Corporate Secretary of CERo Therapeutics Holdings, Inc. from February 2024 to September 2024, where he prepared that company for a complex de-SPAC transaction and public launch, and also held CFO roles at iCAD, Inc. and GI Dynamics, Inc.
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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 5, 2026
Ovid Therapeutics Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware001-3808546-5270895
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
   
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 Instruction 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Transition
On July 5, 2026, Ovid Therapeutics Inc. (the “Company”) and Jeffrey Rona, who served as the Company’s Chief Business and Financial Officer, principal financial officer, principal accounting officer and secretary, mutually agreed to Mr. Rona’s transition from such roles with the Company, effective July 6, 2026 (the “Separation Date”). In connection with Mr. Rona’s departure, the Company’s Board of Directors (the “Board”) appointed Charles Carter, the Company’s Senior Vice President of Finance and Financial Planning, as the Company’s Chief Financial Officer, principal financial officer, principal accounting officer and secretary, effective as of the Separation Date. Mr. Rona’s departure was not the result of any disagreement with the Company on any matter relating to the Company’s accounting practices, financial statements, internal controls over financial reporting, operations, policies or practices.
Mr. Carter, age 59, served as the Company’s Senior Vice President of Finance and Financial Planning from October 2024 to July 2026. From February 2024 to September 2024, he was the Chief Financial Officer and Corporate Secretary of CERo Therapeutics Holdings, Inc. (Nasdaq: CERO), a cellular immunotherapy company (“CERo”), during which time he prepared the company for a complex de-SPAC transaction and helped launch CERo as a public company. Prior to that, Mr. Carter was Senior Director at Danforth Advisors, LLC, a strategic consulting firm for life sciences companies (from June 2022 to February 2024), during which time he headed the finance and accounting functions for multiple biotech companies. Previously, Mr. Carter held Chief Financial Officer roles at the following medical device companies: iCAD, Inc. (Nasdaq: ICAD) (from May 2021 to May 2022) and GI Dynamics, Inc. (ASX: GID) (from December 2018 to May 2021). Mr. Carter holds a BS in biology and chemistry from Colgate University and an MBA and a MS in molecular genetics from The University of Chicago.
Mr. Carter’s Compensation Arrangements
In connection with Mr. Carter’s appointment, Mr. Carter will receive an annual base salary of $460,000 and be eligible for an annual cash bonus with a target amount equal to 35% of his annual base salary. Mr. Carter was granted a restricted stock unit award with respect to 50,000 shares of the Company’s common stock under the Company’s 2017 Equity Incentive Plan, which will vest in two equal annual installments commencing on July 6, 2027, subject to Mr. Carter’s continuous service with the Company through each such vesting date. In addition, Mr. Carter is eligible for an additional cash bonus opportunity of $75,000, subject to the achievement of certain Company corporate objectives and individual goals and other factors deemed relevant by the Board and the Compensation Committee of the Board.
There are no arrangements or understandings between Mr. Carter and any other persons pursuant to which Mr. Carter was selected as the Company’s Chief Financial Officer. There is no family relationship between Mr. Carter and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Carter is also not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Rona’s Transition Agreements
In connection with Mr. Rona’s separation, the Company entered into a separation agreement and general release with Mr. Rona on July 5, 2026 (the “Separation Agreement”) which supersedes the separation benefits set forth in Mr. Rona’s employment agreement, dated September 30, 2020, as amended on June 2, 2021 (the “Employment Agreement”). Pursuant to the Separation Agreement, Mr. Rona is eligible to receive: (i) 12 months of Mr. Rona’s base salary in effect immediately prior to the Separation Date, payable in monthly installments for 12 months following the Separation Date; (ii) prorated annual bonus for 2026, payable in a lump sum following the Separation Date; and (iii) COBRA benefits for a period of up to 12 months from the Separation Date. In addition, the Separation Agreement and Employment Agreement provides for post-termination restrictive covenants, including non-solicitation restrictions that will continue until the one-year anniversary following the Separation Date.
To support an orderly transition, the Company has also entered into a consulting agreement with Mr. Rona (the “Consulting Agreement”), pursuant to which Mr. Rona has agreed to provide advisory services to the Company through December 31, 2027 (the “Consulting Period”). Mr. Rona will receive a one-time cash retainer and will be eligible to receive an hourly consulting fee thereafter. Mr. Rona’s equity awards that were outstanding as of the Separation Date shall continue to vest during the Consulting Period.
The foregoing descriptions of the Separation Agreement and Consulting Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the complete text of the Separation Agreement and Consulting Agreement, copies of which the Company expects to file with its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026, and upon filing will be incorporated herein by reference.



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.
  
  
Date: July 8, 2026By:  /s/ Margaret Alexander
  
Margaret Alexander
  
President and Chief Executive Officer


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