Ovid Therapeutics Inc.

To the Stockholders and the Board of Directors

Ovid Therapeutics Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ovid Therapeutics Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of warrants

As discussed in Note 2 to the consolidated financial statements, the Company has issued freestanding warrants to purchase shares of its common stock in connection with financing activities and accounts for them as either liabilities or as equity instruments depending on the specific terms of the warrant agreements. As discussed in Note 7, the Company issued Series A common warrants and Series B common warrants in October 2025. The Series A common warrants were valued using a probability-weighted expected return method based on two different expiry periods valued using a Black-Scholes model with corresponding probability for the likelihood of each scenario and Level 3 inputs. The Series B common warrants were valued using a Monte Carlo simulation model since the timing and payoff are dependent on the Company’s trailing stock price and level 3 inputs. The relative fair value allocated to Series A common warrants and Series B common warrants were $13.8 million and $17.7 million, respectively.

We identified the evaluation of the fair value of the Series A common warrants and the Series B common warrants as a critical audit matter. Subjective auditor judgment was required to evaluate the estimated fair values due to the degree of subjectivity associated with the expected volatility assumptions and the sensitivity of these assumptions to variation.

Additionally, the evaluation of the fair value of the Series A common warrants and the Series B common warrants required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the fair value of the Series A common warrants and Series B common warrants by:

•developing independent expectations of the expected volatility assumptions for both the Series A common warrants and Series B common warrants based on consideration of historical and implied share price volatility information for the Company and publicly available market information for guideline public companies

•developing an independent estimate of the fair value of the Series A common warrants using the independently developed expected volatility assumption for the Series A common warrants and comparing to the fair value used by management for the Series A common warrants

•developing an independent estimate of the fair value of the Series B common warrants using independently developed assumptions, including the independently developed expected volatility assumption for the Series B common warrants, and comparing to the fair value used by management for the Series B common warrants

/s/KPMG LLP

We have served as the Company’s auditor since 2015.

New York, New York

March 18, 2026

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.