Corporate Governance and Stockholder Rights - The company is governed by Delaware law, which requires at least 66 2/3% stockholder approval to amend or repeal certain provisions of its charter or bylaws[338] - Delaware law prohibits business combinations with any holder of 15% or more of the company's capital stock unless the holder has held the stock for three years or the board approves the transaction[340] - The company has provisions that limit stockholder actions, including prohibiting written consent and requiring actions to be taken at stockholder meetings[339] - The company has established advance notice requirements for stockholder proposals and director nominations[338] - The company's board can issue preferred stock without stockholder approval, which could be used to implement a "poison pill" strategy[338] Financial Reporting and Internal Controls - The company determined it requalifies as a smaller reporting company and non-accelerated filer for 2023, no longer requiring an attestation report on internal control over financial reporting[318] - The company's internal control over financial reporting may require significant expense and management effort to comply with Section 404 of the Sarbanes-Oxley Act[319] - The company has elected to adopt scaled-back disclosure obligations for smaller reporting companies, including reduced executive compensation disclosures[401] Capital Structure and Financing - The company has $250.0 million available under its Current S-3 Registration Statement, including $75.0 million for an at-the-market (ATM) offering program[326] - The company relies on external financing, including equity and debt, to fund operations, which may result in stockholder dilution[325] - The company does not anticipate paying cash dividends on its capital stock in the foreseeable future, retaining earnings for business growth[332] Stock Ownership and Equity - As of December 31, 2023, the company had outstanding options to purchase 15,124,546 shares of common stock at a weighted average exercise price of $3.87 per share[327] - Executive officers, directors, and principal stockholders collectively own approximately 52.4% of the company's outstanding common stock as of December 31, 2023[328] - Takeda, a major stockholder, is subject to standstill provisions, transfer restrictions, and voting obligations under the RLT Agreement[329][335] - Sales of a substantial number of shares in the public market could significantly reduce the market price of the company's common stock[341] Risk Factors and Litigation - The company may face securities litigation due to stock price volatility, which could result in substantial costs and divert management attention[336] - Provisions in the company's charter documents and Delaware law may discourage or delay mergers, acquisitions, or changes in control[334][337] Cash and Marketable Securities - The company has cash, cash equivalents, and marketable securities totaling $105.8 million as of December 31, 2023[401] - A 100 basis point change in interest rates would not materially affect the fair market value of the company's cash equivalents and marketable securities due to their short-term maturities and low-risk profile[401] - The company plans to maintain its portfolio in institutional market funds, including U.S. Treasury and Treasury-backed repurchase agreements, treasury notes, and high-quality short-term corporate bonds to minimize future risk[401]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________________________________________________ FORM 10-Q _______________________________________________________ (Mark One) 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) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU ...

Table of Contents 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 June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to _____ ...

Table of Contents 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, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to ____ ...

Financial Reporting and Internal Controls - The company is required to include an attestation from its independent registered public accounting firm on the effectiveness of internal control over financial reporting starting from December 31, 2022 [316]. - The company’s internal control over financial reporting may have material weaknesses, which could impact its ability to accurately report financial conditions and results [316]. Capital Structure and Stock Ownership - As of December 31, 2022, the company had outstanding options to purchase an aggregate of 12,961,238 shares of common stock at a weighted average exercise price of $4.13 per share [326]. - Approximately 45.2% of the company's outstanding common stock is beneficially owned by executive officers, directors, and stockholders who own more than 5% of the stock [327]. - The company has filed a shelf registration statement allowing it to sell up to an aggregate of $250.0 million of common stock, preferred stock, debt securities, and/or warrants [324]. - The company may need to raise additional capital through equity or debt financings, which could result in dilution for existing stockholders [323]. Dividends and Investor Returns - The company does not anticipate paying any cash dividends on its capital stock in the foreseeable future, with capital appreciation being the sole source of gain for investors [331]. Market Risks and Volatility - The company is subject to risks related to market volatility, which may adversely affect its stock price and investor confidence [317]. - The company may face significant costs and management distraction due to potential securities litigation resulting from stock price volatility [336]. - Sales of a substantial number of shares in the public market could significantly reduce the market price of the company's common stock [341]. - Holders of the company's securities have rights to require registration statements for their shares, which could lead to increased market volatility [341]. Liquidity and Investment Strategy - As of December 31, 2022, the company had cash, cash equivalents, and marketable securities totaling $129.0 million [397]. - The company aims to ensure liquidity and preserve capital through its investment activities [397]. - The company intends to maintain its portfolio in institutional market funds, including U.S. Treasury and U.S. Treasury-backed repurchase agreements, as well as high-quality short-term corporate bonds [397]. - The company's primary exposure to market risk is interest rate sensitivity, which is influenced by changes in U.S. interest rates [397]. - An immediate 100 basis point change in interest rates would not materially affect the fair market value of the company's cash equivalents and marketable securities [397]. Governance and Management Control - The company has provisions that may frustrate stockholder attempts to replace or remove current management, including prohibiting cumulative voting and stockholder action by written consent [340]. - Under Delaware law, the company cannot engage in a business combination with any holder of 15% or more of its capital stock unless certain conditions are met [340]. - The company is governed by provisions that could limit stockholders' opportunities to receive a premium for their shares [340].

Table of Contents 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 September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to ...

| --- | --- | --- | --- | |-----------------------------------------------------|-------------|-------|-------| | | | | | | | | | | | TM | | | | | | | | | | | | | | | | | | | | Ovid Therapeutics | | | | | Corporate Overview | | | | | (NASDAQ: OVID) | | | | | ©2022 OVID THERAPEUTICS INC. \| ALL RIGHTS RESERVED | AUGUST 2022 | | | Disclaimers and forward-looking statements This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 includi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________________________________________________ FORM 10-Q _______________________________________________________ (Mark One) Ovid Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) _______________________________________________________ Delaware 46-5270895 (State or Other Jurisdiction of Incorporation or Organization) 441 Ninth Avenue, 14th Floor New York, New York 10001 (Address of principa ...

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 OR ☐ 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) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 OR ☐ 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) (State or Other Jurisdiction of Delaware 2834 46 ...