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Ovid Therapeutics Inc SEC Filings

OVID NASDAQ

Welcome to our dedicated page for Ovid Therapeutics SEC filings (Ticker: OVID), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

Ovid Therapeutics Inc. filings document a Nasdaq-listed biopharmaceutical company focused on small-molecule medicines for CNS disorders involving neuronal hyperexcitability. Its regulatory record includes 8-K disclosures for clinical program updates, operating and financial results, leadership and compensation arrangements, Nasdaq compliance, and capital-structure events involving common stock, preferred stock, warrants and pre-funded warrants.

Proxy statements disclose board and executive governance, equity compensation, shareholder meeting proposals, authorized-share matters, and stockholder votes required under Nasdaq rules for securities issuances. The filings also record material agreements, risk and governance subjects, and exhibits related to the company’s OV350, OV4071 and OV329 development programs.

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Ovid Therapeutics (OVID) announced a leadership succession. The Board appointed Margaret “Meg” Alexander as Chief Executive Officer and a Class II director, effective January 1, 2026. She will remain President and step down as COO. Dr. Jeremy M. Levin, CEO since 2015, will transition to Executive Chairman on the same date.

Alexander’s amended employment agreement provides a $625,000 base salary, a target bonus of 55% of salary, and reimbursement of up to $35,000 in legal fees. Following her appointment, she will receive a stock option to purchase 890,000 shares, with a 10-year term, a vesting commencement date of January 1, 2026, 25% vesting after one year, and the remainder monthly over 36 months. Severance includes 12 months of base salary and up to 12 months of health premium cash payments; upon a change in control, severance extends to 18 months, includes a bonus component, health premiums for up to 18 months, and full vesting of unvested equity.

Levin’s amended agreement (effective January 1, 2026) includes a $430,000 base salary, a 50% target bonus, and up to $35,000 in legal fee reimbursement, with a three‑year term. The company also furnished a press release with business updates and Q3 2025 results as Exhibit 99.1.

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Ovid Therapeutics called a virtual special meeting to seek stockholder approval for key actions tied to its October 2025 PIPE financing. The Board asks investors to approve an increase in authorized common shares to 315,000,000, the issuance of shares upon conversion of Series B Preferred Stock and exercise of related warrants, and the issuance of securities purchased by the CEO under Nasdaq rules.

The PIPE provided initial gross proceeds of approximately $80.8 million, with aggregate gross proceeds of up to $175.1 million if all warrants are exercised. The financing included 57,722 shares of Series B Preferred Stock that automatically convert into 1,000 common shares each after stockholder approval, plus Series A Warrants for up to 38,481,325 shares and Series B Warrants for up to 28,861,000 shares, each with a $1.40 exercise price and beneficial ownership caps up to 19.99%.

The meeting is on December 11, 2025 at 9:00 a.m. ET via www.virtualshareholdermeeting.com/OVID2025SM. Shares outstanding were 71,212,353 as of October 31, 2025. If Proposals 1 and 2 do not pass, the Company must hold additional meetings every 90 days to seek approval.

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Ovid Therapeutics (OVID) filed a preliminary proxy for a December 11, 2025 virtual special meeting seeking three approvals tied to its October 2, 2025 PIPE financing. The Board asks stockholders to: (1) amend the charter to increase authorized common stock from 125,000,000 to 315,000,000; (2) approve the issuance of shares upon conversion of 57,722 shares of Series B preferred (automatically converts into 1,000 common per preferred share after approval) and upon exercise of Series A Warrants for up to 38,481,325 shares and Series B Warrants for up to 28,861,000 shares, consistent with Nasdaq Rule 5635(d); and (3) approve the CEO’s participation under Nasdaq Rule 5635(c) (71 Series B, 47,333 Series A Warrants, 35,500 Series B Warrants).

The PIPE generated initial gross proceeds of approximately $80.8 million, with aggregate gross proceeds of up to $175.1 million if all warrants are exercised. Warrants have a $1.40 exercise price; Series A Warrants are exercisable after stockholder approval and terminate on the earlier of a 30‑day window following an OV4071 regulatory milestone (with an effective resale registration) or October 6, 2030; Series B Warrants expire October 6, 2030 and include a price‑triggered mandatory exercise. Both instruments include beneficial ownership caps up to 19.99%.

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Rhea-AI Summary

Ovid Therapeutics (OVID) called a virtual Special Meeting on December 11, 2025 to seek stockholder approval for actions tied to an October 2, 2025 PIPE financing. The Board asks holders to approve: (1) an increase in authorized common stock to 315,000,000 shares; (2) the issuance of shares upon conversion of 57,722 shares of Series B Preferred Stock into 57,722,000 common shares and the exercise of warrants for up to 67,342,325 common shares, consistent with Nasdaq Listing Rule 5635(d); and (3) issuance of securities purchased by the CEO under Nasdaq Listing Rule 5635(c).

The PIPE generated initial gross proceeds of approximately $80.8 million, with up to $175.1 million in aggregate gross proceeds if all warrants are exercised, before fees and expenses. Each warrant has a $1.40 exercise price. If Proposals 1 and 2 are approved, Series B automatically converts two business days after the meeting, and the warrants become exercisable, each subject to stated beneficial ownership limits. The company notes that issuing additional shares may dilute earnings per share and voting power.

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Ovid Therapeutics filed an Form 8-K disclosing a material event and attaching key transaction documents. The filing includes a Securities Purchase Agreement dated October 2, 2025 between Ovid and certain investors, a Certificate of Designation for Series B Convertible Preferred Stock, forms of Series A, Series B and Pre-Funded warrants, a Registration Rights Agreement, and a Press Release dated October 3, 2025. The cover page interactive XBRL is embedded, and the filing is signed by Jeffrey Rona, Chief Business and Financial Officer. The document list indicates a financing-related transaction with registration and governance documents filed as exhibits; specific economic terms, amounts, and closing confirmation are not provided in the text supplied.

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Ovid Therapeutics filed an Form 8-K disclosing a material event and attaching key transaction documents. The filing includes a Securities Purchase Agreement dated October 2, 2025 between Ovid and certain investors, a Certificate of Designation for Series B Convertible Preferred Stock, forms of Series A, Series B and Pre-Funded warrants, a Registration Rights Agreement, and a Press Release dated October 3, 2025. The cover page interactive XBRL is embedded, and the filing is signed by Jeffrey Rona, Chief Business and Financial Officer. The document list indicates a financing-related transaction with registration and governance documents filed as exhibits; specific economic terms, amounts, and closing confirmation are not provided in the text supplied.

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Ovid Therapeutics Inc. reported that it has regained compliance with Nasdaq’s minimum bid price listing rule. Nasdaq formally notified the company that it now meets Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, and that the compliance matter is closed.

This means Ovid’s common stock, listed on the Nasdaq Stock Market under the symbol OVID, is no longer at risk from this specific deficiency notice, helping preserve its current exchange listing status.

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Ovid Therapeutics Inc. reported unaudited results for the quarter ended June 30, 2025 showing $38.3 million in combined cash, cash equivalents and marketable securities and total assets of $77.4 million, down from $92.2 million at December 31, 2024. Revenue for the three months was $6.3 million versus $0.2 million a year earlier, driven primarily by a $6.3 million payment recognized in connection with the amendment to the Marinus/Immedica arrangement (with $0.7 million recorded as deferred revenue). Operating expenses declined to $11.3 million from $20.7 million, with research and development spending down to $6.5 million and general and administrative to $4.9 million.

The company recorded a net loss of $4.7 million for the quarter and $14.9 million for the six months, and has an accumulated deficit of $319.2 million and working capital of $33.2 million. Management states existing cash and securities are not sufficient to fund current operating plans through the next 12 months and is evaluating strategic alternatives. Takeda discontinued the soticlestat program and prior royalty monetization was reduced to zero; Nasdaq notified the company of a minimum bid deficiency, the company obtained approval to transfer to the Nasdaq Capital Market and authorized a potential reverse stock split option.

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Ovid Therapeutics reported that it furnished a press release with business updates and its second quarter 2025 financial results as Exhibit 99.1. The Company disclosed it had not regained compliance with Nasdaq's minimum $1.00 closing bid requirement after the initial cure period and therefore will transfer its common stock to the Nasdaq Capital Market where it will continue trading under the symbol OVID.

The Nasdaq approved the transfer and granted the Company an additional 180-calendar-day compliance period through February 9, 2026 to regain the minimum bid price. The Company said it will monitor the closing bid price and may pursue options to regain compliance, including a reverse stock split, and noted that failure to regain compliance could lead to delisting with the right to appeal.

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FAQ

How many Ovid Therapeutics (OVID) SEC filings are available on StockTitan?

StockTitan tracks 57 SEC filings for Ovid Therapeutics (OVID), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Ovid Therapeutics (OVID)?

The most recent SEC filing for Ovid Therapeutics (OVID) was filed on November 12, 2025.