ovid-20240331

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, 2024

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 10, 2024, the registrant had 70,944,627 shares of common stock, $0.001 par value per share, outstanding.


		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	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
I tem 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
I tem 5.	O ther Info rmation	64
Item 6.	Exhibits	65
Signatures


(in thousands, except share and per share data)	March 31, 2024		December 31, 2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	30,772	$	27,042
Marketable securities	59,487		78,792
Prepaid expenses and other current assets	2,911		3,764
Total current assets	93,170		109,598

Long-term equity investments	22,022		17,626
Restricted cash	1,931		1,931
Right-of-use asset, net	13,628		13,894
Property and equipment, net	686		769
Other noncurrent assets	174		210
Total assets	$	131,613	$	144,027

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	3,596	$	3,703
Accrued expenses	4,039		6,525
Current portion, lease liability	1,268		1,246
Total current liabilities	8,903		11,474

Long-term liabilities:
Lease liability	14,430		14,756
Royalty monetization liability	30,000		30,000
Total liabilities	53,333		56,230

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, 2024 and December 31, 2023	—		—
Common stock, $0.001 par value; 125,000,000 shares authorized; 70,783,961 and 70,691,992 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	71		71
Additional paid-in-capital	367,787		365,591
Accumulated other comprehensive (loss) income	(19)		1
Accumulated deficit	(289,560)		(277,866)
Total stockholders' equity	78,279		87,797
Total liabilities and stockholders' equity	$	131,613	$	144,027


(in thousands, except share and per share data)	For The Three Months Ended March 31, 2024		For The Three Months Ended March 31, 2023
Revenue:
License and other revenue	$	148	$	66
Total revenue	148		66
Operating expenses:
Research and development	10,397		6,615
General and administrative	7,168		8,344
Total operating expenses	17,565		14,958
Loss from operations	(17,417)		(14,892)
Other income (expense), net	5,723		1,536
Loss before provision for income taxes	(11,694)		(13,356)
Provision for income taxes	—		—
Net loss	$	(11,694)	$	(13,356)
Net loss per share, basic	$	(0.17)	$	(0.19)
Net loss per share, diluted	$	(0.17)	$	(0.19)
Weighted-average common shares outstanding, basic	70,716,929		70,490,704
Weighted-average common shares outstanding, diluted	70,716,929		70,490,704


(in thousands)	For The Three Months Ended March 31, 2024		For The Three Months Ended March 31, 2023
Net loss	$	(11,694)	$	(13,356)
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable securities	(20)		48
Comprehensive loss	$	(11,714)	$	(13,308)


(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, 2023	1,250	$	—	70,691,992	$	71	$	365,591	$	1	$	(277,866)	$	87,797
Issuance of common stock from exercise of stock options and purchases from employee stock purchase plan	—	—		91,969	—		228		—		—		228
Stock-based compensation expense	—	—		—	—		1,968		—		—		1,968
Other comprehensive loss	—	—		—	—		—		(20)		—		(20)
Net loss	—	—		—	—		—		—		(11,694)		(11,694)
Balance, March 31, 2024	1,250	$	—	70,783,961	$	71	$	367,787	(19)		$	(289,560)	$	78,279










(in thousands, except shares)	Series A Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance, December 31, 2022	1,250	$	—	70,466,885	$	70	$	357,771	$	(42)	$	(225,527)	$	132,273
Issuance of common stock from exercise of stock options and purchases from employee stock purchase plan	—	—		24,625	—		67		—		—		67
Stock-based compensation expense	—	—		—	—		1,917		—		—		1,917
Other comprehensive income	—	—		—	—		—		48		—		48
Net loss	—	—		—	—		—		—		(13,356)		(13,356)
Balance, March 31, 2023	1,250	$	—	70,491,510	$	70	$	359,754	$	6	$	(238,883)	$	120,948


(in thousands)	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Cash flows from operating activities:
Net loss	$	(11,694)	$	(13,356)
Adjustments to reconcile net loss to cash used in operating activities:
Unrealized gain on equity investment	(4,397)		(360)
Change in accrued interest and accretion of discount on marketable securities	(921)		(729)
Stock-based compensation expense	1,968		1,917
Depreciation and amortization expense	136		145
Non-cash operating lease expense	266		253
Change in lease liability	(303)		289
Change in operating assets and liabilities:
Prepaid expenses and other current assets	853		258
Security deposit	—		12
Accounts payable	(107)		(121)
Accrued expenses	(2,486)		(419)
Net cash used in operating activities	(16,686)		(12,112)

Cash flows from investing activities:
Purchase of marketable securities	(9,793)		(9,758)
Sales/maturities of marketable securities	30,000		40,000
Purchases of property and equipment	(19)		(14)
Net cash provided by investing activities	20,188		30,229

Cash flows from financing activities:
Proceeds from exercise of options and purchases from employee stock purchase plan	228		67
Net cash provided by financing activities	228		67

Net increase in cash, cash equivalents and restricted cash	3,731		18,184
Cash, cash equivalents and restricted cash, at beginning of period	28,972		46,799
Cash, cash equivalents and restricted cash, at end of period	$	32,703	$	64,982


	March 31, 2024
(in thousands)	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Fair value
Cash	$	1,320	$	—	$	—	$	1,320
Cash equivalents	29,452		—		—		29,452
Marketable securities	59,506		—		(19)		59,487
Total cash, cash equivalents and marketable securities	$	90,278	$	—	$	(19)	$	90,259


	December 31, 2023
(in thousands)	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Fair value
Cash	$	2,701	$	—	$	—	$	2,701
Cash equivalents	24,340		—		—		24,340
Marketable securities	78,791		1		—		78,792
Total cash, cash equivalents and marketable securities	$	105,833	$	1	$	—	$	105,833


(in thousands)	March 31, 2024
Operating lease cost	$	542
Variable lease cost	—
Short-term lease cost	—


(in thousands)
2024	1,737
2025	2,316
2026	2,316
2027	2,316
2028	2,469
Thereafter	9,878
Total lease payments	$	21,033