Ovid Therapeutics Inc.
For the period ended Dec 11, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 11, 2025 · Filed Nov 7, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 ny20057375x3_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
|---|
Ovid Therapeutics Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
OVID THERAPEUTICS INC.
441 Ninth Avenue, 14 th Floor
New York, New York 10001
(646) 661-7661
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of OVID THERAPEUTICS INC., a Delaware corporation (the “Company”). The Special Meeting will be held on Thursday, December 11, 2025 at 9:00 a.m. Eastern Time and will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online, for the following purposes:
| (1) | To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended to date, to increase the number of authorized shares of common stock from 125,000,000 to 315,000,000. |
| (2) | To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock upon the conversion of our Series B Preferred Stock and the exercise of our Series A Warrants and Series B Warrants. |
| (3) | To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance and sale of securities to our Chief Executive Officer pursuant to the Securities Purchase Agreement, dated October 2, 2025, by and between the Company and the investors party thereto. |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The meeting can be accessed by visitingwww.virtualshareholdermeeting.com/OVID2025SM and entering the control number included in the proxy card in the enclosed proxy materials. You will not be able to attend the meeting in person.
The record date for the Special Meeting is October 31, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
Important Notice Regarding the Availability of Proxy Materials for the Virtual Stockholders’ Meeting
to Be Held on December 11, 2025 at 9:00 a.m. Eastern Time.
The proxy statement is available atinvestors.ovidrx.com.
By order of the Board,
/s/ Jeffrey Rona
Jeffrey Rona
Chief Business & Financial Officer and Corporate Secretary
New York, New York
November 7, 2025
You are cordially invited to attend the virtual Special Meeting. You will not be able to attend the Special Meeting in person. Whether or not you expect to attend the virtual Special Meeting, please complete, date, sign and return the enclosed proxy, or vote by telephone or through the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Special Meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote online if you attend the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote online at the Special Meeting, you must obtain a proxy issued in your name from that record holder.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.