Ovid Therapeutics Inc. Schedule 13G discloses that ADAR1-related parties report beneficial ownership of 9,284,166 shares of Common Stock, equal to 6.9% of the class. The filing attributes these holdings to ADAR1 Capital Management, ADAR1 Capital Management GP and Daniel Schneeberger and ties the percentage to December 15, 2025, based on 130,184,353 shares outstanding reported in the issuer's prospectus.
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Insights
ADAR1-affiliated entities report a 6.9% passive stake in OVID.
The filing lists 9,284,166 shares beneficially owned by ADAR1-related parties, combining 4,285,000 shares held directly and 4,999,166 shares underlying milestone warrants subject to a 9.99% ownership limitation. The percentage uses December 15, 2025 share count of 130,184,353.
These holdings are presented as indirect ownership through ADAR1 Partners, LP and affiliated manager/general partner roles. The filing is a passive Schedule 13G disclosure; cash‑flow treatment and transaction intent are not specified in the excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ovid Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
690469101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
690469101
1
Names of Reporting Persons
ADAR1 Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,284,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,284,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,284,166.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Includes (i) 4,285,000 shares of common stock, par value $0.001 per share ("Common Stock") held by ADAR1 Partners, LP and (ii) 4,999,166 shares of Common Stock underlying milestone warrants held by ADAR1 Partners, LP, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations. As the investment manager of ADAR1 Partners, LP, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP.
Based on 130,184,353 shares of Common Stock of Ovid Therapeutics Inc (the "Issuer") outstanding as of December 15, 2025, reported in the Issuer's prospectus filed with the Securities and Exchange Commission on December 22, 2025.
SCHEDULE 13G
CUSIP No.
690469101
1
Names of Reporting Persons
ADAR1 Capital Management GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,284,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,284,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,284,166.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Includes (i) 4,285,000 shares of Common Stock held by ADAR1 Partners, LP and (ii) 4,999,166 shares of Common Stock underlying milestone warrants held by ADAR1 Partners, LP, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP.
Based on 130,184,353 shares of Common Stock of the Issuer outstanding as of December 15, 2025, reported in the Issuer's prospectus filed with the Securities and Exchange Commission on December 22, 2025.
SCHEDULE 13G
CUSIP No.
690469101
1
Names of Reporting Persons
Daniel Schneeberger
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,284,166.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,284,166.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,284,166.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes (i) 4,285,000 shares of Common Stock held by ADAR1 Partners, LP and (ii) 4,999,166 shares of Common Stock underlying milestone warrants held by ADAR1 Partners, LP, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP.
Based on 130,184,353 shares of Common Stock of the Issuer outstanding as of December 15, 2025, reported in the Issuer's prospectus filed with the Securities and Exchange Commission on December 22, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Ovid Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
441 Ninth Avenue, 14th Floor, New York, NY 10001
Item 2.
(a)
Name of person filing:
This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"):
(i) ADAR1 Capital Management, LLC ("ADAR1 Capital Management");
(ii) ADAR1 Capital Management GP, LLC ("ADAR1 General Partner"); and
(iii) Daniel Schneeberger ("Mr. Schneeberger").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
(c)
Citizenship:
(i) ADAR1 Capital Management is a Texas limited liability company;
(ii) ADAR1 General Partner is a Texas limited liability company; and
(iii) Mr. Schneeberger is a citizen of Switzerland.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
690469101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)
Percent of class:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Mr. Schneeberger is filing this Schedule 13G as a control person in respect of shares beneficially owned by ADAR1 Capital Management, an investment adviser as described in SS 240.13d-1(b)(1)(ii)(E).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ADAR1-affiliated parties report beneficial ownership of 9,284,166 shares. That amount is listed as 6.9% of the class, calculated using 130,184,353 shares outstanding as of December 15, 2025 per the prospectus.
Who are the reporting persons on the Schedule 13G for OVID?
The filing is by ADAR1 Capital Management, LLC; ADAR1 Capital Management GP, LLC; and Daniel Schneeberger. The business address for the reporting persons is in Austin, Texas, and Mr. Schneeberger is identified as a Switzerland citizen.
Do the reported shares include warrants or contingent securities?
Yes — the total includes 4,999,166 shares underlying milestone warrants held by ADAR1 Partners, LP. The filing notes those warrants are subject to a 9.99% beneficial ownership limitation in their exchange/exercise mechanics.
How was the 6.9% ownership percentage calculated?
The percentage is based on 130,184,353 shares outstanding as of December 15, 2025. That share count is cited from the issuer's prospectus filed with the referenced SEC filing on December 22, 2025.
Does the Schedule 13G indicate active control or voting power?
The cover data shows zero sole voting power and lists 9,284,166 as shared voting and dispositive power. The filing also describes indirect beneficial ownership through manager and general partner roles rather than sole control.
