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

Rhea-AI Filing Summary

Ovid Therapeutics (NASDAQ:OVID) has amended its Exclusive Patent License Agreement with Immedica Pharma AB through Amendment No. 1, effective June 23, 2025. The key modification involves Immedica purchasing ongoing royalty obligations for $7.0 million in cash, payable within 10 business days. The original agreement granted Marinus (now an Immedica subsidiary) exclusive rights to ganaxolone for CDKL5 deficiency disorder treatment in the US and Europe. The amendment also provides Immedica with additional patent prosecution rights and anticipates a second amendment within six months to expand territory coverage and rights to other necessary patents.

Positive

• Secured immediate $7.0 million cash payment for royalty rights
• Planned expansion of territory and patent rights through upcoming second amendment
• Enhanced collaborative relationship with Immedica for patent prosecution

Negative

• Elimination of future royalty revenue streams from the agreement
• Reduced control over patent prosecution rights

Insights

Licensing & IP Analyst

Strategic monetization of royalty stream strengthens immediate cash position while maintaining long-term IP relationship with Immedica.

The amendment represents a calculated shift from a recurring royalty model to an upfront payment structure, providing immediate capital injection of $7.0 million. The expanded rights for patent prosecution granted to Immedica suggest a more collaborative approach to IP management, while the planned second amendment indicates potential for broader commercialization opportunities. This restructuring could provide Ovid with needed operational flexibility while maintaining strategic alignment with a committed partner.

Financial Analyst

$7M cash infusion improves short-term liquidity, trading long-term royalty potential for immediate capital.

The $7 million upfront payment represents a strategic financial decision to strengthen the company's immediate cash position. While this eliminates future royalty streams, it provides certainty and immediate capital that can be deployed for other initiatives. The planned expansion of territory and rights through a second amendment suggests potential for additional value creation, though specific terms remain undisclosed. This transaction structure indicates a preference for immediate capital over long-term revenue sharing.

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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): June 25, 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 8.01.    Other Events.

On June 23, 2025 (the “First Amendment Effective Date”), Ovid Therapeutics Inc. (the “Company”) entered into Amendment No. 1 to Exclusive Patent License Agreement (the “First Amendment”) with Immedica Pharma, AB (“Immedica”), which amended the Exclusive Patent License Agreement between the Company and Marinus Pharmaceuticals, Inc. (“Marinus”), a wholly-owned subsidiary of Immedica since February 2025, dated March 1, 2022 (the “Original Agreement”). Pursuant to the First Amendment, Immedica purchased the ongoing royalty obligations under the Original Agreement for $7.0 million in cash, payable within 10 business days following the First Amendment Effective Date.

Under the Original Agreement, the Company granted Marinus an exclusive, non-transferable, royalty-bearing, sublicensable license under certain of the Company’s patents and patent applications to exploit ganaxolone in the United States and Europe for the treatment of CDKL5 deficiency disorder in humans. Pursuant to the First Amendment, Immedica is also obtaining additional rights to prosecute the licensed patents and the parties are agreeing to enter into a second amendment within six months pursuant to which the field and territory of the Original Agreement will be expanded and Immedica will obtain additional rights to any other patents that are controlled by the Company and necessary or reasonably useful to exploit ganaxolone.

The foregoing description of the material terms of the First Amendment is qualified in its entirety by reference to the complete text of the First Amendment, which the Company intends to file, with confidential terms redacted, with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending on June 30, 2025.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibit

Exhibit No.						Description
99.1						Press Release, dated June 25, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 (Principal Financial and Accounting Officer)

Dated: June 25, 2025

FAQ

How much is Immedica paying OVID for the royalty rights?

Immedica is paying $7.0 million in cash to purchase the ongoing royalty obligations, payable within 10 business days following June 23, 2025.

What therapeutic area does the licensed patent cover for OVID?

The license covers ganaxolone for the treatment of CDKL5 deficiency disorder in humans in the United States and Europe.

What additional changes are expected in the upcoming second amendment?

The second amendment, to be completed within six months, will expand the field and territory coverage of the agreement and grant Immedica additional rights to patents controlled by Ovid that are necessary for ganaxolone exploitation.

Who is the new owner of Marinus Pharmaceuticals?

According to the filing, Immedica Pharma AB has owned Marinus Pharmaceuticals as a wholly-owned subsidiary since February 2025.