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Ovid Therapeutics Inc.

For the period ended Mar 31, 2026. Filed May 12, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 12, 2026

OVID$2.85+10.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001636651-25-000012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-12.

0001628280-26-033864

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 97 previous paragraphs and 100 current paragraphs.

55 unchanged; 23 reworded; 20 added; 17 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 7 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (20)

Current report

On March 18, 2026, we publicly announced that we received approval from Human Research Ethics Committee and acknowledgment of our Clinical Trial Notification from the Australian Therapeutic Goods Administration to initiate the Phase 1 clinical trial of KCC2 direct activator compound, OV4071, in Australia. Accordingly, pursuant to the terms of the Series A Warrants, the Series A Warrants were scheduled to expire on April 17, 2026 and were exercised in full prior to such expiration date. As of March 31, 2026, Series A Warrants to purchase a total of 16,140,663 shares of common stock had been delivered in common shares, and Series A Warrants to purchase a total of 2,856,666 shares of common stock had been delivered in Pre-Funded Warrants. At April 17, 2026, the expiration date, no Series A Warrants expired unexercised, with Series A Warrants to purchase 33,597,860 shares of common stock delivered in common shares and Series A Warrants to purchase 4,883,464 delivered in Pre-Funded Warrants for gross proceeds of $53.9 million.

Current report

On March 17, 2026, we entered into a Securities Purchase Agreement with the purchasers named therein (the “2026 Investors”), pursuant to which we agreed to issue and sell an aggregate of 19,154,321 shares of our common stock at a purchase price of $2.01 per share and, in lieu of common stock, Pre-Funded Warrants to purchase up to 10,701,710 shares of common stock, at a purchase price of $2.009 for each Pre-Funded Warrant, to the 2026 Investors in a private placement (the “2026 Private Placement”). The Pre-Funded Warrants have an exercise price of $0.001 per share and are immediately exercisable. We received net proceeds from the 2026 Private Placement of $56.2 million, after deducting placement agent fees and offering expenses. We intend to use the net proceeds from the 2026 Private Placement, together with our existing cash, cash equivalents and marketable securities, to provide financing to support the expansion of the development of OV329 into additional indications, including TSC and IS, as well as for general research and development expenses.

Current report

No revenue was recognized in the three months ended March 31, 2026, compared to $0.1 million was for the same period in 2025, which related to our royalty agreement with Marinus and Immedica, see Note 10.

Current report

On March 18, 2026, we publicly announced that we received approval from Human Research Ethics Committee and acknowledgment of our Clinical Trial Notification from the Australian Therapeutic Goods Administration to initiate the Phase 1 clinical trial of our KCC2 direct activator compound, OV4071, in Australia. Accordingly, pursuant to the terms of the Series A Warrants, the Series A Warrants were scheduled to expire on April 17, 2026 and were exercised in full prior to such expiration date, resulting in the receipt of $50.6 million of additional proceeds, net of expenses.

Current report

We may further receive up to $40.0 million in additional gross proceeds assuming the exercise in full of the Series B Warrants. In the event that the closing price of our common stock equals or exceeds 300% of the exercise price (subject to customary adjustments) for 20 of any 30 consecutive trading days, we may elect to require exercise of the Series B Warrants for cash. The Series B Warrants are exercisable and expire on October 6, 2030.

Current report

We received net proceeds from the 2026 Private Placement of $56.2 million, after deducting placement agent fees and offering expenses. We intend to use the net proceeds from the 2026 Private Placement, together with our existing cash, cash equivalents and marketable securities, to provide financing to support the expansion of the development of OV329 into additional indications, including TSC and IS, as well as for general research and development expenses. See “Recent Developments – March 2026 Private Placement” above for additional information.

Current report

As a smaller reporting company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Removed paragraphs (17)

Previous report

The Private Placement may result in gross proceeds of up to $175.1 million to us, which includes the initial gross proceeds of $80.8 million, before estimated placement agent fees and offering expenses, or $75.7 million in estimated net proceeds received at closing.

Previous report

On October 3, 2025, we announced positive topline Phase 1 trial data for our next-generation GABA-aminotransferase inhibitor, OV329. The data demonstrate strong inhibitory activity and a potential best-in-category safety profile for GABA-aminotransferase inhibitors.

Previous report

Revenue of $0.1 million and $0.2 million was recorded in the three months ended September 30, 2025 and 2024, respectively, which related to quarterly royalties on net sales pursuant to the Marinus License Agreement.

Previous report

Comparison of the Nine Months Ended September 30, 2025 and 2024

Previous report

Revenue of $6.5 million was generated in the nine months ended September 30, 2025, compared to revenue of $0.5 million recognized for the same period in 2024. Revenue originated from quarterly royalties on net sales pursuant to the Marinus License Agreement for both periods and from the amended Marinus License Agreement in the nine months ended September 30, 2025.

Previous report

During the nine months ended September 30, 2025, research and development expenses were $19.0 million compared to $30.8 million for the same period in 2024. The decrease of $11.9 million is primarily due to the pause of the OV888 (GV101) program, cost decreases associated with the organizational restructuring announced in June 2024, and a reduction in overall average headcount between the nine month periods ended September 30, 2024 and 2025. Payroll and payroll-related costs of the organizational restructuring of $1.7 million were recognized during the nine months ended September 30, 2024 and paid over an extended period.

Previous report

General and administrative expenses were $17.7 million for the nine months ended September 30, 2025 compared to $20.8 million for the same period in 2024. The decrease of $3.1 million was primarily due to cost decreases associated with the organizational restructuring announced in June 2024, reduced average headcount in 2025 and the realization of cost reduction strategies initiated since June 30, 2024. Costs of the organizational restructuring of $2.0 million were recognized during the nine months ended June 30, 2024 and paid over an extended period.

Previous report

Other income (expense), net for the nine months ended September 30, 2025 was $3.1 million compared to $34.0 million for the same period in 2024. The decrease of $30.9 million was primarily due to other income of $29.0 million that was recognized in June 2024 relating to an adjustment to the royalty monetization liability under the Ligand Agreement. The remainder of the decrease resulted from the net of unrealized gain (loss) on long-term equity investments, interest earned and accretion of discount on marketable securities, and an unrealized gain due to the recovery of a fraudulent funds transfer.

Previous report

Smaller Reporting Company Status and a Non-Accelerated Filer

Previous report

As a smaller reporting company, we are permitted to comply with scaled-back disclosure obligations in our SEC filings compared to other issuers, including with respect to disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have elected to adopt the accommodations available to smaller reporting companies, including but not limited to:

Previous report

•reduced disclosure obligations regarding our executive compensation arrangements; and

Previous report

•being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure.

Previous report

Additionally, as a non-accelerated filer, we may continue to take advantage of the exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended.
Reworded paragraphs (23)

Previous wording

We are a biopharmaceutical company dedicated to developing small molecule medicines for brain conditions with significant unmet need. Our approach to achieve this goal is scientifically driven, patient focused, and coupled with an integrated and disciplined approach to research, clinical development and business development. Our team has significant experience with and understanding of epilepsies and other neurological conditions, and we continue to gain insight into the ways the different molecular mechanisms and pathways underlying these disorders impact the symptoms patients experience. We have developed a differentiated pipeline of drug candidates containing three novel mechanisms of action (“MoAs”) to target seizures and believe we are the only company that holds a portfolio of direct activators of potassium-chloride cotransporter 2 (“KCC2”). Two of our programs are in clinical trials, and a third is expected to begin a clinical trial in the second quarter of 2026. We are initially pursuing therapeutic drug candidates for epilepsy and psychoses associated with Parkinson’s disease and Lewy body dementia. If successfully developed and marketed to treat these conditions, we intend to explore these drug candidates for broader neurologic indications. Our cohesive focus in brain conditions with significant unmet need reinforces our belief that we can develop and produce multiple novel medicines, scale our infrastructure, positively impact patients’ lives and create long-term stockholder value.

Current wording

Our team has significant experience with and understanding of epilepsies and other neurological conditions, and we continue to gain insight into the ways the different molecular mechanisms and pathways underlying these disorders impact the symptoms patients experience. We have developed a differentiated pipeline of drug candidates containing novel mechanisms of action (“MoAs”) to target seizures and believe we are the only company that holds a portfolio of direct activators of potassium-chloride cotransporter 2 (“KCC2”). Two of our programs are currently in clinical trials, and others are planned to advance into the clinic. We are initially pursuing therapeutic drug candidates for the potential treatment of drug-resistant focal onset seizures (“FOS”), developmental and epileptic encephalopathies (“DEEs”), including tuberous sclerosis complex (“TSC”) seizures and infantile spasms (“IS”), psychosis associated with Parkinson’s disease and Lewy body dementia (“LBD”) and schizophrenia. If successfully developed and marketed to treat these conditions, we intend to explore these drug candidates for broader neurologic indications. Our cohesive focus in brain disorders with significant unmet need reinforces our belief that we can develop and produce multiple novel medicines, scale our infrastructure, positively impact patients’ lives and create long-term stockholder value.

Previous wording

Since our inception in April 2014, we have devoted substantially all of our efforts to organizing and planning our business, building our management and technical team, acquiring and developing assets and raising capital. During the three and nine month periods ended September 30, 2025, we recorded $0.1 million and $6.5 million of royalty and licensing revenue, respectively. We recorded net losses of $12.2 million and $27.1 million, respectively, during the three and nine month periods ended September 30, 2025. We are highly dependent on our ability to find additional sources of funding through either equity offerings, debt financings, collaborations, strategic alliances, licensing agreements or a combination of any such transactions. Through September 30, 2025, we had raised net proceeds of $275.4 million from the sale of our preferred and common stock. As of September 30, 2025, we had $25.6 million in cash, cash equivalents and marketable securities and an accumulated deficit of $331.4 million. In October 2025, we closed a Private Placement (as defined below), which provided initial net proceeds of $75.7 million, after placement agent fees and offering expenses. Management believes the cash, cash equivalents and marketable securities as of September 30, 2025, plus the initial proceeds from the Private Placement, will be sufficient to fund our current operating plans for at least the next 12 months from the issuance of the financial statements contained in this Quarterly Report on Form 10-Q.

Current wording

Since our inception in April 2014, we have devoted substantially all of our efforts to business development, research and development, recruiting management and technical staff, and raising capital. Our major sources of cash have been licensing revenue, proceeds from various public and private offerings of our capital stock, option exercises and interest income. During the three month periods ended March 31, 2026 and 2025, we recorded zero and $0.1 million of royalty revenue, respectively. We recorded net losses of $17.0 million and $10.2 million, respectively, during the three month periods ended March 31, 2026 and 2025. Through March 31, 2026, we had raised net proceeds of $431.7 million from the sale of our capital stock, including $75.1 million from a private placement completed in October 2025 and $56.2 million from a private placement in March 2026. As of March 31, 2026, we had $165.6 million in cash, cash equivalents and marketable securities, working capital of $144.4 million, and an accumulated deficit of $338.7 million. Management believes our cash, cash equivalents and marketable securities as of March 31, 2026, will be sufficient to fund our current operating plans for at least the next 12 months from the issuance of the financial statements contained in this Quarterly Report on Form 10-Q.

Previous wording

We expect to continue to incur significant expenses and operating losses for at least the next several years. Our net losses may fluctuate significantly from period to period, depending on the timing of our planned clinical trials and expenditures on our other research and development and commercial development activities. We expect our expenses will increase substantially over time as we:

Current wording

We expect to incur significant expenses and operating losses for at least the next several years. We are highly dependent on our ability to find additional sources of funding through either equity offerings, debt financings, collaborations, strategic alliances, licensing agreements or a combination of any such transactions. Our net losses may fluctuate significantly from period to period, depending on the timing of our clinical trials and expenditures on our other research and development and commercial development activities. We expect our expenses will increase substantially over time as we:

Previous wording

On October 2, 2025, we entered into a Securities Purchase Agreement with the purchasers named therein (the “Investors”), pursuant to which we agreed to issue and sell an aggregate of (i) 57,722 shares of our Series B convertible preferred stock, par value $0.001 per share (the “Series B Preferred Stock”), (ii) Series A warrants (the “Series A Warrants”) to purchase 38,481,325 shares of our common stock, par value $0.001 per share and/or pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”) and (iii) Series B warrants to purchase 28,861,000 shares of common stock and/or Pre-Funded Warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”) to the Investors in a private placement (the “Private Placement”). Each share of Series B Preferred Stock was sold together with a Series A Warrant to purchase 666.66 shares of common stock and/or Pre-Funded Warrants (rounded down to next whole share based on each investor’s aggregate purchase) and a Series B Warrant to purchase 500 shares of common stock and/or Pre-Funded Warrants (together, a “Security”). The Securities were sold at a purchase price of $1,400.00 per Security to the Investors, which includes our Chief Executive Officer. The Warrants each have an exercise price of $1.40 per share.

Current wording

In October 2025, we entered into a Securities Purchase Agreement with the purchasers named therein (the “2025 Investors”), which included Series A warrants (the “Series A Warrants”) to purchase up to 38,481,325 shares of our common stock, par value $0.001 per share, and/or pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”). The Series A Warrants have an exercise price of $1.40 per share.

Previous wording

The global economic slowdown, the overall disruption of global healthcare systems and other risks and uncertainties associated with public health crises and global geopolitical tensions, like tensions between China and Taiwan and the ongoing wars involving Ukraine and Israel, may have a material adverse effect on our business, financial condition, results of operations and growth prospects. The resulting fluctuations in inflation rates may materially affect our business and corresponding financial position and cash flows. Inflationary factors, such as increases in the cost of our clinical trial materials and supplies, interest rates and overhead costs may adversely affect our operating results. Relatively high interest rates also present a recent challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. Furthermore, economic conditions have produced downward pressure on share prices. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates remain relatively high or begin to rise again) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, global geopolitical tensions as a result of tensions between China and Taiwan and the ongoing wars involving Ukraine and Israel, worsening global macroeconomic conditions and employee availability and wage increases, which may result in additional stress on our working capital resources. Moreover, there is great uncertainty with respect to potential changes in trade regulations, ongoing changes to U.S. and international tariffs and other trade restrictions and trade barriers, renegotiation of international trade agreements or further escalation of trade tensions, sanctions and export controls which also increase volatility in the global economy.

Current wording

The global economic slowdown, the overall disruption of global healthcare systems and other risks and uncertainties associated with public health crises and global geopolitical tensions, may have a material adverse effect on our business, financial condition, results of operations and growth prospects. The resulting fluctuations in inflation rates may materially affect our business and corresponding financial position and cash flows. Inflationary factors, such as increases in the cost of our clinical trial materials and supplies, interest rates and overhead costs may adversely affect our operating results. Relatively high interest rates also present a challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. Furthermore, economic conditions have produced downward pressure on share prices. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the future on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, global geopolitical tensions, worsening global macroeconomic conditions, and employee availability and wage increases, which may result in additional stress on our working capital resources. Moreover, there is great uncertainty with respect to potential changes in trade regulations, ongoing changes to U.S. and international tariffs and other trade restrictions and trade barriers, renegotiation of international trade agreements or further escalation of trade tension, sanctions and export controls which also increase volatility in the global economy.

Previous wording

General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits and stock-based compensation expense, related to our executive, finance, legal, business development and support functions. Other general and administrative expenses include costs associated with operating as a public company, travel expenses, conferences, and professional fees for auditing, tax and legal services.

Current wording

General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits and stock-based compensation expense, related to our executive, finance, legal, business development and support functions. Other general and administrative expenses include costs associated with operating as a public company, travel expenses, conferences, professional fees for auditing, tax and legal services, and facility-related costs.

Previous wording

Other income (expense), net primarily consists of interest income and accretion of discount on investments in marketable securities, changes in valuation of royalty monetization liability, unrealized gains (losses) on long-term equity investments and the impact of a fraudulent funds transfer.

Current wording

Other income (expense), net primarily consists of interest income and accretion of discount on investments in marketable securities, unrealized gains (losses) on long-term equity investments, changes in the fair value of the royalty monetization liability under the Ligand Agreement, and the impact of a fraudulent funds transfer.

Previous wording

During the three months ended September 30, 2025, research and development expenses were $5.9 million, compared to $7.9 million for the same period in 2024, representing a decrease of $2.0 million related primarily due to the pause of the OV888 (GV101) program.

Current wording

During the three months ended March 31, 2026, research and development expenses were $11.2 million, compared to $6.7 million for the same period in 2025, representing an increase of $4.5 million, which related primarily to the preclinical and clinical activity of our primary programs, OV329 and OV4071.

Previous wording

General and administrative expenses were $6.8 million and $5.5 million for the three months ended September 30, 2025 and 2024, respectively. The increase in general and administrative expenses is primarily due to business development professional fees.

Current wording

General and administrative expenses were $6.7 million and $6.0 million for the three months ended March 31, 2026 and 2025, respectively. The increase in general and administrative expenses is primarily due to increased accounting and audit, legal, business development and other professional fees, offset by a decrease in payroll and related expenses resulting from lower headcount between the three month periods as well as recognition of approximately $0.6 million of severance costs and sign-on bonuses in the three months ended March 31, 2025.

Previous wording

Other income (expense), net, for the three months ended September 30, 2025 and 2024 were a gain of $0.4 million and a loss of $0.8 million, respectively. Items reflected in other income (expense), net, in both periods were primarily interest income and accretion on U.S. treasury investments, as well as a loss recognized on a long-term equity investment in the three months ended September 30, 2024.

Current wording

Other income (expense), net, for the three months ended March 31, 2026 and 2025 were gains of $0.9 million and $2.3 million, respectively. Items reflected in other income (expense), net, in both periods were primarily interest income and accretion on U.S. treasury investments, as well as a gain recognized on recovery of a fraudulent funds transfer of $1.8 million in the three months ended March 31, 2025.

Previous wording

We believe that our available cash, cash equivalents and marketable securities, plus the initial proceeds from the Private Placement discussed above, will be sufficient to fund our current operating plans for at least the next 12 months from the issuance of the financial statements contained in this Quarterly Report on Form 10-Q.

Current wording

As of March 31, 2026, we had total cash, cash equivalents and marketable securities of $165.6 million, excluding $25.6 million of additional proceeds received subsequent to quarter end from the exercise of the Series A Warrants. We believe that our cash, cash equivalents and marketable securities as of March 31, 2026 will be sufficient to fund our current operating plans through at least the next 12 months from the issuance of the financial statements contained in this Quarterly Report on Form 10-Q.

Previous wording

Similar to other development-stage biotechnology companies, we have generated limited revenue, which has been through various license and collaboration agreements, and have financed our operations primarily through the sale of equity securities. We have historically incurred losses and experienced negative operating cash flows for most periods since our inception and anticipate that we will incur losses and experience negative operating cash flows in the future. We recorded net losses of $12.2 million and $27.1 million, respectively, during the three and nine month periods ended September 30, 2025, had an accumulated deficit of $331.4 million and working capital of $22.0 million as of September 30, 2025, and expect to incur losses for at least the next several years.

Current wording

Similar to other development-stage biotechnology companies, we have generated limited revenue. We have incurred losses and experienced negative operating cash flows in most periods since our inception. We recorded net losses of $17.0 million and $10.2 million, respectively, during the three month periods ended March 31, 2026 and 2025, had an accumulated deficit of $338.7 million and working capital of $144.4 million as of March 31, 2026, and expect to incur losses for at least the next several years.

Previous wording

In November 2023, we filed a shelf registration statement on Form S-3 (Registration No. 333-275307) (the “S-3 Registration Statement”) that allows us to sell up to an aggregate of $250.0 million of our common stock, preferred stock, debt securities and/or warrants, which includes a prospectus covering the issuance and sale of up to $75.0 million of common stock pursuant to an at-the-market (“ATM”) offering program. During the three months ended September 30, 2025, we did not have any sales pursuant to our ATM program.

Current wording

In November 2023, we filed a shelf registration statement on Form S-3 (Registration No. 333-275307) that allows us to sell up to an aggregate of $250.0 million of our common stock, preferred stock, convertible debt securities and/or warrants, which includes a prospectus covering the issuance and sale of up to $75.0 million of common stock pursuant to our at-the-market (“ATM”) program. During the three months ended March 31, 2026, we have sold 1,500,000 shares through the ATM for net proceeds of approximately $2.4 million, after deducting sales agent fees and other offering expenses. As of March 31, 2026, the Company had $72.6 million available under its ATM offering program.

Previous wording

Our primary uses of capital are, and we expect will continue to be, compensation and related expenses, third-party clinical research and development services, clinical costs, legal and other regulatory expenses and general overhead costs. We have based our estimates on assumptions that may prove to be incorrect, and we could use our capital resources sooner than we currently expect. Additionally, the process of testing drug candidates in clinical trials is costly, and the timing of progress in these trials is uncertain. We cannot estimate the actual amounts necessary to successfully complete the development and commercialization of our product candidates or whether, or when, we may achieve profitability.

Current wording

We expect our expenses to continue to increase in connection with our ongoing activities, particularly as we conduct clinical trials of, and seek marketing approval for, our product candidates and advance our other programs. Our primary uses of capital are, and we expect will continue to be, compensation and related expenses, third-party clinical research and development services, clinical trial costs, legal and other regulatory expenses and general overhead costs. We have based our estimates on assumptions that may prove to be incorrect, and we could use our capital resources sooner than we currently expect. Additionally, the process of testing drug candidates in clinical trials is costly, and the timing of progress in these trials is uncertain. We cannot estimate the actual amounts necessary to successfully complete the development and commercialization of our product candidates or whether, or when, we may achieve profitability.

Previous wording

In September 2021, we entered into a 10-year lease agreement for our corporate headquarters in New York, New York. The lease provides for monthly rental payments over the lease term. The base rent under the lease is currently $2.3 million per year. Payment obligations under the lease agreement include $2.3 million in the 12 months subsequent to September 30, 2025 and $17.6 million over the remaining term of the agreement. For additional information see Note 5 to our condensed consolidated financial statements under the heading “Leases.”

Current wording

In September 2021, we entered into a 10-year lease agreement for our corporate headquarters in New York, New York. The lease provides for monthly rental payments over the lease term. The base rent under the lease is currently $2.3 million per year. Payment obligations under the lease agreement include $2.3 million in the 12 months subsequent to March 31, 2026 and $16.4 million over the remaining term of the agreement. For additional information see Note 5 to our condensed consolidated financial statements under the heading “Leases.”

Previous wording

We have no products approved for commercial sale and have not generated any revenue from product sales to date. Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings and additional funding from license and collaboration arrangements. Except for any obligations of our collaborators to reimburse us for research and development expenses or to make milestone or royalty payments under our agreements with them, we will not have any committed external source of liquidity. To the extent that we raise additional capital through future equity offerings or debt financings, ownership interests may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt and equity financings, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. There can be no assurance that such financings will be obtained on terms acceptable to us, if at all.

Current wording

We have no products approved for commercial sale and have not generated any revenue from product sales to date. Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings and additional funding from license and collaboration arrangements. Except for any obligations of our collaborators to reimburse us for research and development expenses or to make milestone or royalty payments under our agreements with them, we will not have any committed external source of liquidity. To the extent that we raise additional capital through future equity offerings or debt financings, ownership interests may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt and equity financings, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. There can be no assurance that such financings will be obtained on terms acceptable to us, if at all.

Previous wording

Additionally, while the long-term economic impact of geopolitical tensions, including tensions between China and Taiwan and the ongoing wars involving Ukraine and Israel, is difficult to assess or predict, each of these events has caused significant disruptions to the global financial markets and contributed to a general global economic slowdown. Furthermore, inflation rates have increased recently to levels not seen in decades, which may also be impacted by the implementation of tariffs by the United States and other countries. Moreover, there is great uncertainty with respect to potential changes in trade regulations, tariffs, sanctions and export controls which also increase volatility in the global economy. In addition, the U.S. Federal Reserve has raised interest rates in the past in response to concerns about inflation. Relatively high interest rates and fluctuations in inflation, especially if coupled with a significant change in government spending and volatility in financial markets, may further increase economic uncertainty and heighten these risks. If the disruptions and slowdown deepen or persist, we may not be able to access additional capital on favorable terms, or at all, which could in the future negatively affect our ability to pursue our business strategy.

Current wording

Additionally, while the long-term economic impact of global geopolitical tensions is difficult to assess or predict, such events have caused significant disruptions to the global financial markets and contributed to a general global economic slowdown. Furthermore, inflation rates have increased recently to levels not seen in decades, which may also be impacted by the implementation of tariffs by the United States and other countries. Moreover, there is great uncertainty with respect to potential changes in trade regulations, tariffs, sanctions and export controls which also increase volatility in the global economy. In addition, the U.S. Federal Reserve has raised interest rates in the past in response to concerns about inflation. Relatively high interest rates and fluctuations in inflation, especially if coupled with a significant change in government spending and volatility in financial markets, may further increase economic uncertainty and heighten these risks. If the disruptions and slowdown deepen or persist, we may not be able to access additional capital on favorable terms, or at all, which could in the future negatively affect our ability to pursue our business strategy.

Previous wording

Net cash used in operating activities was $27.9 million for the nine months ended September 30, 2025, which consisted primarily of net loss of $27.1 million with a reduction of $4.6 million of accounts payable and accrued expenses offset by $3.6 million of noncash stock-based compensation expense. Net cash used in operating activities was $45.9 million for the nine months ended September 30, 2024, which primarily consisted of net loss of $17.2 million, $29.0 million fair value adjustment of the royalty monetization liability, $3.5 million of unrealized gain on long term equity investments, and $5.0 million of noncash stock-based compensation expense.

Current wording

Net cash used in operating activities was $13.9 million for the three months ended March 31, 2026, which consisted primarily of net loss of $17.0 million and an increase of $2.3 million in accounts payable and accrued expenses, primarily related to increased preclinical and clinical programs for OV329 and OV4071, offset by $1.0 million of noncash stock-based compensation expense. Net cash used in operating activities was $10.3 million for the three months ended March 31, 2025, which primarily consisted of net loss of $10.2 million, offset by netting effects of changes in accounts payable and accrued expenses and noncash stock-based compensation expense.

Previous wording

Net cash provided by investing activities was $22.2 million and $33.3 million for the nine months ended September 30, 2025 and 2024, respectively, which was primarily due to the maturity of marketable securities during the periods.

Current wording

Net cash provided by investing activities was $6.0 million and $5.1 million for the three months ended March 31, 2026 and 2025, respectively, which was due to the maturity and sales of marketable securities during the periods, offset by purchases of marketable securities.

Previous wording

Net cash provided by financing activities during the nine months ended September 30, 2025 and 2024 resulted solely from proceeds from the exercise of stock options and purchases under the employee stock purchase plan.

Current wording

Net cash provided by financing activities during the three months ended March 31, 2026 resulted primarily from the 2026 Private Placement, exercises of Series A Warrants and the sale of common stock under our ATM program. For the same period in 2025, cash provided from financing activities resulted solely from proceeds from the exercise of stock options and purchases under the employee stock purchase plan.

Previous wording

We are a smaller reporting company as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Current wording

We are a smaller reporting company as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our most recently completed second fiscal quarter.

Previous wording

Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the revenue and expenses incurred during the reported periods. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and stock-based compensation. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions.

Current wording

Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the revenue and expenses incurred during the reported periods. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are described in greater detail in Note 2 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

During the three and nine month periods ended September 30, 2025, there were no material changes to our critical accounting policies as reported for the year ended December 31, 2024 as part of our Annual Report on Form 10-K, which was filed with the SEC on March 11, 2025. In addition, see Note 2 of our condensed consolidated financial statements under the heading “Recent Accounting Pronouncements” for new accounting pronouncements or changes to the accounting pronouncements during the three and nine months ended September 30, 2025.

Current wording

During the three month period ended March 31, 2026, there were no material changes to our critical accounting policies as reported for the year ended December 31, 2025 as part of our Annual Report on Form 10-K, which was filed with the SEC on March 18, 2026. In addition, see Note 2 of our condensed consolidated financial statements under the heading “Recent Accounting Pronouncements” for new accounting pronouncements or changes to the accounting pronouncements during the three months ended March 31, 2026.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

We are a biopharmaceutical company dedicated to pioneering better, gentler medicines for the brain. Our company discovers and develops differentiated small molecule medicines for neurological and neuropsychiatric disorders with significant unmet need. Our approach to achieve this goal is scientifically driven, patient focused, and coupled with an integrated and disciplined approach to research, clinical development and business development.

Current report — wording carried from elsewhere

In October 2025, we issued and sold an aggregate of (i) 57,722 shares of Series B Preferred Stock, (ii) Series A Warrants to purchase up to 38,481,325 shares of our common stock and/or Pre-Funded Warrants and (iii) Series B Warrants to purchase up to 28,861,000 shares of common stock and/or Pre-Funded Warrants to the 2025 Investors in the 2025 Private Placement. We received initial net proceeds of $75.1 million from the 2025 Private Placement, after deducting placement agent fees and offering expenses. The Series A Warrants and Series B Warrants each have an exercise price of $1.40 per share.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

We recorded net losses of $12.2 million and $27.1 million, respectively, during the three and nine month periods ended September 30, 2025, had an accumulated deficit of $331.4 million and working capital of $22.0 million as of September 30, 2025, and expect to incur losses for at least the next several years. We are highly dependent on our ability to find additional sources of funding through either equity offerings, debt financings, collaborations, strategic alliances, licensing agreements or a combination of any such transactions.

Previous report — wording carried elsewhere

The following table summarizes the results of our operations for the periods indicated: