ovid-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number: 001-38085

_______________________________________________________

Ovid Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

_______________________________________________________


Delaware			46-5270895
(State or Other Jurisdiction of Incorporation or Organization)			(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

(Former name, former address and former fiscal year, if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act: None

_______________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large Accelerated Filer	o	Accelerated Filer	o
Non-accelerated Filer	x	Smaller Reporting Company	x
Emerging growth company	o

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 o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No x

As of May 9, 2025, the registrant had 71,109,514 shares of common stock, $0.001 par value per share, outstanding.

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Table of Contents


		Page
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	i

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 5.	Other Information	67
Item 6.	Exhibits	68
Signatures

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of this Quarterly Report on Form 10-Q. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” "continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative or plural of those terms, and similar expressions.

Forward-looking statements include, but are not limited to, statements about:

•our ability to identify additional novel compounds with significant commercial potential to acquire or in-license;

•our ability to successfully acquire or in-license additional drug candidates on reasonable terms;

•the potential use, development and therapeutic potential of the drug candidates in our pipeline;

•our ability to develop medical therapies that deliver preferable safety and tolerability profiles to approved drugs;

•our expectations regarding the duration of our cash runway and the expectation that it will support our operations and development programs;

•our estimates regarding expenses, future revenue including any royalty or milestone payments, capital requirements and needs for additional financing;

•our ability to obtain regulatory approval of our current and future drug candidates;

•our expectations regarding the timing of initiation, completion, and results and data from clinical trials and potential regulatory filings;

•our expectations regarding the potential market size for drug candidates and the rate and degree of market acceptance of such drug candidates;

•our ability to fund our working capital requirements;

•the implementation of our business model and strategic plans for our business and drug candidates, including the programs in our planned pipeline;

•developments or disputes concerning our intellectual property or other proprietary rights;

•our ability to maintain and establish collaborations or obtain additional funding;

•our expectations regarding government and third-party payor coverage and reimbursement;

•our ability to compete in the markets we serve;

•the impact of government laws and regulations;

•developments relating to our competitors and our industry;

•interim topline and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data becomes available and are subject to audit and verification procedures that could result in material changes in the final data;

•the impact of geopolitical tensions, including war or the perception that hostilities may be imminent, adverse global economic conditions, terrorism, natural disasters or public health crises on our operations, research and development and clinical trials and potential disruption in the operations and business of third parties and collaborators with whom we conduct business; and

•the factors that may impact our financial results.

Factors that may cause actual results to differ materially from current expectations include, among other things, those set forth in Part II, Item 1A, “Risk Factors,” herein and for the reasons described elsewhere in this Quarterly Report on Form 10-Q. Any forward-looking statement in this Quarterly Report on Form 10-Q reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given these uncertainties, you should not rely on these forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking

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statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business and the markets for certain drugs and consumer products, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical conditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources and we have not independently verified the data from third party sources. In some cases, we do not expressly refer to the sources from which these data are derived.

In this Quarterly Report on Form 10-Q, unless otherwise stated or as the context otherwise requires, references to “Ovid,” the “Company,” “we,” “us,” “our” and similar references refer to Ovid Therapeutics Inc. and its wholly owned subsidiaries. This Quarterly Report on Form 10-Q also contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

OVID THERAPEUTICS INC.

Condensed Consolidated Balance Sheets


(in thousands, except share and per share data)	March 31, 2025		December 31, 2024
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	21,136	$	26,301
Marketable securities	21,860		26,774
Prepaid expenses and other current assets	2,925		2,865
Total current assets	45,921		55,940

Long-term equity investments	20,908		20,974
Restricted cash	1,931		1,931
Right-of-use asset, net	12,509		12,797
Property and equipment, net	346		433
Other noncurrent assets	39		92
Total assets	$	81,654	$	92,167

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,950	$	3,191
Accrued expenses	5,997		5,994
Current portion, lease liability	1,360		1,336
Total current liabilities	9,307		10,522

Long-term liabilities:
Lease liability	13,070		13,419
Total liabilities	22,377		23,941

Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; Series A convertible preferred stock, 10,000 shares designated, 1,250 shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock, $0.001 par value; 125,000,000 shares authorized; 71,109,514 and 71,009,866 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	71		71
Additional paid-in-capital	373,786		372,489
Accumulated other comprehensive income	(47)		(35)
Accumulated deficit	(314,533)		(304,299)
Total stockholders’ equity	59,276		68,226
Total liabilities and stockholders’ equity	$	81,654	$	92,167

See accompanying notes to these unaudited condensed consolidated financial statements

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OVID THERAPEUTICS INC.

Condensed Consolidated Statements of Operations

(unaudited)


(in thousands, except share and per share data)	For The Three Months Ended March 31, 2025		For The Three Months Ended March 31, 2024
Revenue:
License and other revenue	$	130	$	148
Total revenue	130		148
Operating expenses:
Research and development	6,659		10,397
General and administrative	6,021		7,168
Total operating expenses	12,680		17,565
Loss from operations	(12,550)		(17,417)
Other income (expense), net	2,315		5,723
Loss before provision for income taxes	(10,235)		(11,694)
Provision for income taxes	—		—
Net loss	$	(10,235)	$	(11,694)
Net loss per share of Series A preferred stock, basic and diluted	$	(141.57)	$	(162.50)
Weighted-average Series A preferred stock shares outstanding, basic and diluted	1,250		1,250
Net loss per share of common stock, basic and diluted	$	(0.14)	$	(0.17)
Weighted-average common stock shares outstanding, basic and diluted	71,045,265		70,716,929

See accompanying notes to these unaudited condensed consolidated financial statements

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OVID THERAPEUTICS INC.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)


(in thousands)	For The Three Months Ended March 31, 2025		For The Three Months Ended March 31, 2024
Net loss	$	(10,235)	$	(11,694)
Other comprehensive income (loss):
Cumulative translation adjustment	(11)		—
Unrealized loss on marketable securities	(2)		(20)
Comprehensive loss	$	(10,247)	$	(11,714)

See accompanying notes to these unaudited condensed consolidated financial statements

OVID THERAPEUTICS INC.

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)


(in thousands, except shares)	Series A Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance, December 31, 2024	1,250	$	—	71,009,866	$	71	$	372,489	$	(35)	$	(304,299)	$	68,226
Issuance of common stock from exercise of stock options and purchases from employee stock purchase plan	—	—		99,648	—		13		—		—		13
Stock-based compensation expense	—	—		—	—		1,284		—		—		1,284
Other comprehensive loss	—	—		—	—		—		(12)		—		(12)
Net loss	—	—		—	—		—		—		(10,235)		(10,235)










Balance, March 31, 2025	1,250	$	—	71,109,514	$	71	$	373,786	$	(47)	$	(

SEC Form 10-Q filed by Ovid Therapeutics Inc.