Ovid Therapeutics (NASDAQ: OVID) insider details preferred stock conversion and warrants

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEVIN JEREMY M

(Last) (First) (Middle)

C/O OVID THERAPEUTICS INC.

441 NINTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ovid Therapeutics Inc. [ OVID ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2025		C		71,000	A	(1)	3,687,715	D
Common Stock								35,461	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	12/11/2025		P		71		(1)	(1)	Common Stock	71,000	(3)	71	D
Series A Warrant (right to buy)	$1.4	12/11/2025		P		47,333		(4)	(5)	Common Stock	47,333	(3)	47,333	D
Series B Warrant (right to buy)	$1.4	12/11/2025		P		35,500		(6)	10/06/2030	Common Stock	35,500	(3)	35,500	D
Series B Convertible Preferred Stock	(1)	12/15/2025		C			71	(1)	(1)	Common Stock	71,000	$0	0	D

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock automatically converted into 1,000 shares Common Stock at 5 p.m. Eastern Time on December 15, 2025, pursuant to the approval of the Issuer's Stockholders on December 11, 2025.

2. The reportable securities are owned directly by Divo Holdings, LLC ("Divo"). The Reporting Person's spouse is the manager of Divo. The Reporting Person disclaims beneficial ownership of the shares held by Divo and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose.

3. The reported securities are included within 71 investment units purchased by the Reporting Person for $1,400 per investment unit. Each investment unit consists 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.

4. Each Series A Warrant became immediately exercisable pursuant to the approval of the Issuer's Stockholders on December 11, 2025.

5. The Series A Warrants will terminate upon the earlier of (a) the 30th calendar day following date on which we publicly announce the clearance of the first of any investigational new drug application, clinical trial application or other foreign equivalent with respect to the clinical development of our OV4071 product candidate; provided that such 30-calendar day period shall not commence unless and until a registration statement covering the resale of the shares of Common Stock issuable upon exercise of the Series A Warrants is effective; and (b) October 6, 2030.

6. Each Series B Warrant became immediately exercisable pursuant to the approval of the Issuer's Stockholders on December 11, 2025.

	/s/ Jeremy Levin	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Ovid Therapeutics (OVID) report on this Form 4?

The CEO and director reported purchasing 71 investment units on December 11, 2025, each consisting of one share of Series B Convertible Preferred Stock, one Series A Warrant, and one Series B Warrant.

How many Ovid Therapeutics common shares resulted from the preferred stock conversion?

Each share of Series B Convertible Preferred Stock automatically converted into 1,000 common shares on December 15, 2025, so 71 shares of preferred stock converted into 71,000 common shares.

What are the warrant positions disclosed by the OVID insider?

The reporting person holds Series A Warrants to purchase 47,333 common shares and Series B Warrants to purchase 35,500 common shares, both becoming immediately exercisable after stockholder approval on December 11, 2025.

How many Ovid Therapeutics common shares does the insider directly own after the transactions?

After the reported transactions, the insider directly beneficially owned 3,687,715 shares of Ovid Therapeutics common stock.

What is Divo Holdings, LLC’s role in the Ovid Therapeutics (OVID) Form 4?

35,461 common shares are owned by Divo Holdings, LLC. The reporting person’s spouse manages Divo, and the reporting person disclaims beneficial ownership of these shares.

When did Ovid Therapeutics stockholders approve the transactions related to the preferred stock and warrants?

Ovid Therapeutics stockholders approved the matters related to the Series B Convertible Preferred Stock and the warrants on December 11, 2025.