OVID

ovid-202511120001636651false00016366512024-03-082024-03-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2025

OVID THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware001-3808546-5270895 (State or Other Jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

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 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ 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.☐

Item 2.02    Results of Operations and Financial Condition. On November 12, 2025, Ovid Therapeutics Inc. (the “Company”) issued a press release announcing a planned leadership succession, business updates and third quarter 2025 financial results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information provided in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 11, 2025, the Company’s Board of Directors appointed Margaret “Meg” Alexander, the Company’s President and Chief Operating Officer, as Chief Executive Officer of the Company and as a Class II member of the Company’s Board of Directors (the “Board”), effective January 1, 2026 (the “Effective Date”). Ms. Alexander succeeds Dr. Jeremy M. Levin, who has served as Chief Executive Officer of the Company since 2015 and will continue with the Company as Executive Chairman following the Effective Date. Upon the Effective Date, Ms. Alexander will retain her position as President of the Company but will no longer serve as Chief Operating Officer of the Company. Biographical and other information about Ms. Alexander can be found in the section of the Company’s 2025 Proxy Statement, filed with the Securities and Exchange Commission on May 22, 2025, entitled “Executive Officers,” which is incorporated by reference herein. There is no family relationship between Ms. Alexander and any other person that would require disclosure under Item 401(d) of Regulation S-K. Ms. Alexander is also not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K. In connection with Ms. Alexander’s appointment, on November 11, 2025, the Company entered into an Amended and Restated Employment Agreement with Ms. Alexander (the “Alexander Employment Agreement”), which agreement will become effective on January 1, 2026. The Alexander Employment Agreement provides for: (i) an annual base salary of $625,000, (ii) an annual cash incentive bonus with a target bonus opportunity of 55% of annual base salary, with the actual amount earned based on actual achievement against performance metrics to be established by the Board or the Compensation Committee and (iii) reimbursement for legal fees incurred in connection with negotiating the Alexander Employment Agreement of

ovid-202505130001636651false00016366512024-03-082024-03-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025

OVID THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware001-3808546-5270895 (State or Other Jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

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 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ 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.☐

Item 2.02.Results of Operations and Financial Condition. On May 13, 2025, Ovid Therapeutics Inc. (the “Company”) issued a press release announcing Business Update, First Quarter 2025 Financial Results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information provided in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits. (d) Exhibit

Exhibit No.Description

99.1Press Release, dated May 13, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OVID THERAPEUTICS INC.

By:  /s/ Jeffrey Rona

Jeffrey Rona

Chief Business and Financial Officer (Principal Financial and Accounting Officer)

Dated: May 13, 2025

ovid-202503110001636651false00016366512024-03-082024-03-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025

OVID THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware001-3808546-5270895 (State or Other Jurisdiction of Incorporation) (Commission File Number)(IRS Employer Identification No.)

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 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ 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.☐

Item 2.02.Results of Operations and Financial Condition. On March 11, 2025, Ovid Therapeutics Inc. (the “Company”) issued a press release announcing Business Updates and Fourth Quarter and Full Year 2024 Financial Results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information provided in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits. (d) Exhibit

Exhibit No.Description

99.1Press Release, dated March 11, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OVID THERAPEUTICS INC.

By:  /s/ Jeffrey Rona

Jeffrey Rona

Chief Business and Financial Officer (Principal Financial and Accounting Officer)

Dated: March 11, 2025