Ovid Therapeutics Inc.

Previous 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.

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 other central nervous system conditions 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 and neuropsychiatric 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 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.

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 six month periods ended June 30, 2026 and 2025, we recorded $0.7 million and $6.4 million of royalty revenue, respectively. We recorded net losses of $32.0 million and $14.9 million, respectively, during the six month periods ended June 30, 2026 and 2025. Through June 30, 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 June 30, 2026, we had $169.8 million in cash, cash equivalents and marketable securities, working capital of $113.6 million, and an accumulated deficit of $353.7 million. Management believes our cash, cash equivalents and marketable securities as of June 30, 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 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:

Current wording

We expect to incur significant expenses and operating losses for at least the next several years. We are 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

•build a portfolio of drug candidates through the development, acquisition or in-license of drugs, drug candidates or technologies;

Current wording

•build a portfolio of drug candidates through the discovery, development, acquisition or in-license of drugs, drug candidates or technologies;

Previous wording

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 wording

Revenue of $0.7 million was recognized in the three months ended June 30, 2026, compared to $6.3 million for the same period in 2025, which related to our royalty and licensing agreements with NewCo, Marinus and Immedica (see Note 10 to our condensed consolidated financial statements).

Previous 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.

Current wording

During the three months ended June 30, 2026, research and development expenses were $10.0 million, compared to $6.5 million for the same period in 2025, representing an increase of $3.5 million, which related primarily to the preclinical, regulatory, clinical supply development and clinical activity of our lead programs, OV329 and OV4071.

Previous 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.

Current wording

General and administrative expenses were $6.5 million and $4.9 million for the three months ended June 30, 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, as well as an increase in payroll and related expenses resulting from increased headcount between the three month periods as well as recognition of approximately $0.3 million of severance costs and sign-on bonuses in the three months ended June 30, 2026.

Previous 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.

Current wording

Other income (expense), net, for the three months ended June 30, 2026 and 2025 were gains of $0.7 million and $0.4 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 unrealized loss on adjustment to fair value of the royalty monetization liability recorded in May 2026.

Previous 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.

Current wording

As of June 30, 2026, we had total cash, cash equivalents and marketable securities of $169.8 million. We believe that our cash, cash equivalents and marketable securities as of June 30, 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. 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.

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 $32.0 million and $14.9 million, respectively, during the six month periods ended June 30, 2026 and 2025, had an accumulated deficit of $353.7 million and working capital of $113.6 million as of June 30, 2026, and expect to incur losses for at least the next several years.

Previous wording

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.

Current wording

In October 2025, we issued and sold an aggregate of (i) 57,722 shares of Series B convertible 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 in a private placement (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. Pursuant to their terms, all Series A warrants were exercised in full prior to their expiration on April 17, 2026, resulting in the receipt of $50.6 million of additional proceeds, net of expenses.

Previous 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.

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 six months ended June 30, 2026, we sold 1,500,000 shares through the ATM program for net proceeds of approximately $2.4 million, after deducting sales agent fees and other offering expenses. As of June 30, 2026, the Company had $72.6 million available under its ATM program. On July 23, 2026, we sold 3.5 million shares of common stock through the ATM program at a per share price of $2.38, resulting in gross proceeds of approximately $8.3 million. After the July 2026 sale, we had approximately $64.3 million available under our ATM program.

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 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.”

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 June 30, 2026 and $15.8 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

If we raise additional funds through collaborations, strategic alliances or licensing agreements with third parties for one or more of our current or future drug candidates, we may be required to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates or to grant licenses on terms that may not be favorable to us. Our failure to raise capital as and when needed would have a material adverse effect on our financial condition and our ability to pursue our business strategy. We may be required to take additional actions beyond the cost preservation measures initiated to address our liquidity needs, including exploring other strategic options, continuing to further reduce operating expense or delaying, reducing the scope of, discontinuing or altering our research and development activities. See “Risk Factors” for additional risks associated with our capital requirements.

Current wording

If we raise additional funds through collaborations, strategic alliances or licensing agreements with third parties for one or more of our current or future drug candidates, we may be required to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates or to grant licenses on terms that may not be favorable to us. Our failure to raise capital as and when needed would have a material adverse effect on our financial condition and our ability to pursue our business strategy. We may be required to take additional actions beyond cost reduction measures initiated to address our liquidity needs, including exploring other strategic options, reduce operating expenses or delaying, reducing the scope of, discontinuing or altering our research and development activities. See “Risk Factors” for additional risks associated with our capital requirements.

Previous 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.

Current wording

Net cash used in operating activities was $31.5 million for the six months ended June 30, 2026, which consisted primarily of net loss of $32.0 million offset by $2.5 million of noncash stock-based compensation expense. Net cash used in operating activities was $15.1 million for the six months ended June 30, 2025, which primarily consisted of net loss of $14.9 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

Current wording

Net Cash (Used In) Provided By Investing Activities

Previous 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.

Current wording

Net cash used in investing activities was $80.8 million for the six months ended June 30, 2026, and net cash provided by investing activities was $17.2 million for the same period in 2025, both of which were due to activity between purchases and sales/maturity of marketable securities during the periods.

Previous 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.

Current wording

Net cash provided by financing activities during the six months ended June 30, 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

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.

Current wording

During the three and six month periods ended June 30, 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 and six months ended June 30, 2026.