ovid-20260331

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, 2026

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 8, 2026, the registrant had 186,640,102 shares of common stock, $0.001 par value per share, outstanding.

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		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	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 5.	Other Information	68
Item 6.	Exhibits	69
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 relative to approved drugs;

•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;

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

•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;

•announced or published interim topline and preliminary data;

•the impact of macroeconomic conditions and geopolitical tensions, 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 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.

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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

(unaudited)


(in thousands, except share and per share data)	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	94,064	$	13,153
Marketable securities	61,458		56,482
Prepaid expenses and other current assets	4,623		4,733
Total current assets	160,145		74,368

Marketable securities - noncurrent	10,076		20,812
Long-term equity investments	41,961		41,961
Restricted cash	1,931		1,931
Right-of-use asset, net	11,298		11,610
Property and equipment, net	217		252
Total assets	$	225,628	$	150,934

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	8,876	$	1,956
Accrued expenses	5,413		4,899
Current portion, lease liability	1,459		1,433
Total current liabilities	15,748		8,288

Long-term liabilities:
Lease liability	11,611		11,986
Total liabilities	27,359		20,274

Stockholders’ equity:
Common stock, $0.001 par value; 315,000,000 shares authorized; 167,266,466 and 130,184,353 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	167		130
Additional paid-in-capital	537,225		452,445
Accumulated other comprehensive loss	(422)		(202)
Accumulated deficit	(338,701)		(321,713)
Total stockholders’ equity	198,269		130,660
Total liabilities and stockholders’ equity	$	225,628	$	150,934

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, 2026		For The Three Months Ended March 31, 2025
Revenue:
License and other revenue	$	—	$	130
Total revenue	—		130
Operating expenses:
Research and development	11,181		6,659
General and administrative	6,665		6,021
Total operating expenses	17,846		12,680
Loss from operations	(17,846)		(12,550)
Other income (expense), net	858		2,315
Loss before provision for income taxes	(16,988)		(10,235)
Provision for income taxes	—		—
Net loss	$	(16,988)	$	(10,235)
Net loss per share of Series A preferred stock, basic and diluted	$	—	$	(141.57)
Weighted-average Series A preferred stock shares outstanding, basic and diluted	—		1,250
Net loss per share of common stock, basic and diluted	$	(0.12)	$	(0.14)
Weighted-average common stock shares outstanding, basic and diluted	136,171,393		71,045,265

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, 2026		For The Three Months Ended March 31, 2025
Net loss	$	(16,988)	$	(10,235)
Other comprehensive loss:
Cumulative translation adjustment	(122)		(11)
Unrealized loss on marketable securities	(98)		(2)
Comprehensive loss	$	(17,208)	$	(10,248)

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 Loss		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance, December 31, 2025	—	$	—	130,184,353	$	130	$	452,445	$	(202)	$	(321,713)	$	130,660
Issuance of shares of common stock from sales under the ATM program, net of expenses	—	—		1,500,000	2		2,365		—		—		2,367
Issuance of shares of common stock and pre-funded warrants from private placement financing	—	—		19,154,321	19		59,981		—		—		60,000
Expenses related to the issuance of shares of common stock and pre-funded warrants from private placement financing	—	—		—	—		(3,816)		—		—		(3,816)
Exercise of Series A warrants to shares of common stock and pre-funded warrants	—	—		16,140,663	16		26,577		—		—		26,593
Expenses related to the exercise of Series A warrants to shares of common stock and pre-funded warrants	—	—		—	—		(1,593)		—		—		(1,593)
Issuance of shares of common stock from exercise of stock options, employee stock purchase plan and vesting of RSU awards	—	—		287,129	—		220		—		—		220
Stock-based compensation expense	—	—		—	—		1,046		—		—		1,046
Other comprehensive loss	—	—		—	—		—		(220)		—		(220)
Net loss	—	—		—	—		—		—		(16,988)		(16,988)










Balance, March 31, 2026	—	$

SEC Form 10-Q filed by Ovid Therapeutics Inc.