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  4. [8-K] Ovid Therapeutics Inc. Reports Material Event

Warrant exercises bring Ovid Therapeutics (NASDAQ: OVID) $53.9M cash

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

Rhea-AI Filing Summary

Ovid Therapeutics Inc. reported that its Series A Warrants issued in an October 2025 private placement expired on April 17, 2026. Holders elected to exercise warrants into 33,597,860 common shares at $1.40 per share and 4,883,464 pre-funded warrants at $1.399 per warrant.

These exercises covered most of the 38,481,325 common shares underlying the Series A Warrants and generated approximately $53.9 million in gross cash proceeds for the company.

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Insights

Warrant exercises convert derivatives into equity and add $53.9M cash.

The expiration of Ovid Therapeutics’ Series A Warrants led investors to exercise rights for 33,597,860 common shares at $1.40 and 4,883,464 pre-funded warrants at $1.399. This converts a large derivative overhang into equity and pre-funded instruments.

The company received approximately $53.9 million in gross proceeds, providing additional cash resources. The underlying pool was 38,481,325 common shares as of the warrant expiry on April 17, 2026, indicating high take-up by investors.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Gross proceeds from exercises $53.9 million From Series A Warrant exercises upon expiry on April 17, 2026
Underlying Series A Warrant pool 38,481,325 shares Aggregate number of common shares underlying Series A Warrants
Common shares issued 33,597,860 shares Exercised from Series A Warrants at $1.40 per share
Pre-funded warrants issued 4,883,464 pre-funded warrants Exercised from Series A Warrants at $1.399 per warrant
Common share exercise price $1.40 per share Exercise price for common stock under Series A Warrants
Pre-funded warrant exercise price $1.399 per warrant Exercise price for pre-funded warrants from Series A Warrants
Warrant expiry date April 17, 2026 Expiration date of Ovid’s Series A Warrants
Series A Warrants financial
"On April 17, 2026, the Series A Warrants (the “Series A Warrants”) issued by Ovid Therapeutics Inc."
Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.
pre-funded warrants financial
"and 4,883,464 pre-funded warrants for $1.399 per share, resulting in gross proceeds"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
private placement financial
"Series A Warrants issued by Ovid Therapeutics Inc. in connection with its October 2025 private placement"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
gross proceeds financial
"for $1.40 per share and 4,883,464 pre-funded warrants for $1.399 per share, resulting in gross proceeds to the Company"
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.
Understanding 8-K Material Events →
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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): April 17, 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 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 8.01    Other Events.
On April 17, 2026, the Series A Warrants (the “Series A Warrants”) issued by Ovid Therapeutics Inc. (the “Company”) in connection with its October 2025 private placement expired. The aggregate number of common shares underlying the Series A Warrants was 38,481,325, and investors elected to exercise the warrants into 33,597,860 shares of the Company’s common stock for $1.40 per share and 4,883,464 pre-funded warrants for $1.399 per share, resulting in gross proceeds to the Company of approximately $53.9 million.


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: April 20, 2026
OVID THERAPEUTICS INC.
  
  
By:
 /s/ Jeffrey Rona
  
Jeffrey Rona
  
Chief Business and Financial Officer


Source: View Original Filing on SEC EDGAR

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