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 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.

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 epilepsy (“FE”), tuberous sclerosis complex (“TSC”)-associated seizures, infantile spasms (“IS”) and other developmental and epileptic encephalopathies (“DEEs”), 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 on 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 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.

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 nine month periods ended September 30, 2026 and 2025, we recorded $0.7 million and $6.5 million of royalty revenue, respectively. We recorded net losses of $52.8 million and $27.1 million, respectively, during the nine month periods ended September 30, 2026 and 2025. Through September 30, 2026, we had raised net proceeds of $467.7 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 September 30, 2026, we had $161.4 million in cash, cash equivalents and marketable securities, working capital of $130.1 million, and an accumulated deficit of $374.5 million. Management believes our cash, cash equivalents and marketable securities as of September 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

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).

Current wording

No revenue was recognized in the three months ended September 30, 2026, compared to $0.1 million for the same period in 2025, which related to our royalty and licensing agreements with Marinus and Immedica (see Note 11 to our condensed consolidated financial statements).

Previous 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.

Current wording

During the three months ended September 30, 2026, research and development expenses were $15.7 million, compared to $5.9 million for the same period in 2025, representing an increase of $9.8 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 $6.5 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.

Current wording

General and administrative expenses were $6.7 million and $6.8 million for the three months ended September 30, 2026 and 2025, respectively. The $0.1 million decrease in general and administrative expenses is primarily due to reduced accounting and audit, legal, business development and other professional fees, offset by increased severance expense.

Previous 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.

Current wording

Other income (expense), net, for the three months ended September 30, 2026 and 2025 were gains of $1.6 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.

Previous wording

Revenue of $0.7 million was generated in the six months ended June 30, 2026, compared to revenue of $6.4 million recognized 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).

Current wording

Revenue of $0.7 million was generated in the nine months ended September 30, 2026, which related to the licensing agreement with NewCo, compared to revenue of $6.5 million recognized for the same period in 2025, which related to our royalty and licensing agreements with Marinus and Immedica (see Note 11 to our condensed consolidated financial statements).

Previous wording

During the six months ended June 30, 2026, research and development expenses were $21.1 million compared to $13.1 million for the same period in 2025. The increase of $8.0 million was primarily due to preclinical, regulatory, clinical supply and clinical costs incurred in advancing lead programs OV329 and OV4071.

Current wording

During the nine months ended September 30, 2026, research and development expenses were $36.8 million compared to $19.0 million for the same period in 2025. The increase of $17.8 million was primarily due to preclinical, regulatory, clinical supply and clinical costs incurred in advancing lead programs OV329 and OV4071.

Previous wording

General and administrative expenses were $13.1 million for the six months ended June 30, 2026 compared to $10.9 million for the same period in 2025. The increase of $2.2 million was primarily due to legal and professional fees, offset by reduced average headcount between the periods.

Current wording

General and administrative expenses were $19.8 million for the nine months ended September 30, 2026 compared to $17.7 million for the same period in 2025. The increase of $2.1 million was primarily due to severance expense, recruiting expenses, and assessed New York City rental tax.

Previous wording

Other income (expense), net for the six months ended June 30, 2026 was $1.5 million compared to $2.7 million for the same period in 2025, both of which consist primarily of interest and accretion income on marketable securities, offset by unrealized loss on adjustment to fair value of the royalty monetization liability for the six months ended June 30, 2026.

Current wording

Other income (expense), net for each of the nine months ended September 30, 2026 and 2025 was $3.1 million which consist primarily of interest and accretion income on marketable securities, offset by unrealized loss on adjustment to fair value of the royalty monetization liability for the nine months ended September 30, 2026.

Previous 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.

Current wording

As of September 30, 2026, we had total cash, cash equivalents and marketable securities of $161.4 million. We believe that our cash, cash equivalents and marketable securities as of September 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 $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.

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 $52.8 million and $27.1 million, respectively, during the nine month periods ended September 30, 2026 and 2025, had an accumulated deficit of $374.5 million and working capital of $130.1 million as of September 30, 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) 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.

Current wording

Effective November 9, 2026, we mutually terminated the sales agreement with Cowen and Company, LLC (the “Cowen Sales Agreement”) related to our at-the-market (“ATM”) program (the “Cowen ATM program”) covering the issuance and sale of up to $75.0 million of common stock. During the nine months ended September 30, 2026, we sold 5.0 million shares through the Cowen ATM program for net proceeds of approximately $10.5 million, after deducting sales agent fees and other offering expenses. The termination of the Cowen Sales Agreement terminated any future sales of common stock pursuant to the prospectus included in our shelf registration statement on Form S-3 (Registration No. 333-275307).

Previous 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.

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 stands 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

As of June 30, 2026, we had no long-term debt and no material non-cancelable purchase commitments with service providers, as we have generally contracted on a cancellable, purchase order basis. We cannot estimate whether we will receive or the timing of any potential contingent payments upon the achievement by us of clinical, regulatory and commercial events, as applicable. In addition, we cannot estimate the timing of any potential royalty payments that we may be required to make under license agreements we have entered into with various entities pursuant to which we have in-licensed certain intellectual property as contractual obligations or commitments, including agreements with AstraZeneca and Northwestern. Pursuant to these license agreements, we have agreed to make milestone payments up to an aggregate of $279.3 million upon the achievement of certain development, regulatory and sales milestones. We excluded these contingent payments from the condensed consolidated financial statements, given that the timing, probability, and amount, if any, of such payments cannot be reasonably estimated at this time.

Current wording

As of September 30, 2026, we had no material long-term debt and no material non-cancelable purchase commitments with service providers, as we have generally contracted on a cancellable, purchase order basis. We cannot estimate whether we will receive or the timing of any potential contingent payments upon the achievement by us of clinical, regulatory and commercial events, as applicable. In addition, we cannot estimate the timing of any potential royalty payments that we may be required to make under license agreements we have entered into with various entities pursuant to which we have in-licensed certain intellectual property as contractual obligations or commitments, including agreements with AstraZeneca and Northwestern. Pursuant to these license agreements, we have agreed to make milestone payments up to an aggregate of $279.3 million upon the achievement of certain development, regulatory and sales milestones. We excluded these contingent payments from the condensed consolidated financial statements, given that the timing, probability, and amount, if any, of such payments cannot be reasonably estimated at this time.

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 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.”

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 September 30, 2026 and $15.2 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

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.

Current wording

Net cash used in operating activities was $47.4 million for the nine months ended September 30, 2026, which consisted primarily of net loss of $52.8 million offset by $3.8 million of noncash stock-based compensation expense. Net cash used in operating activities was $27.9 million for the nine months ended September 30, 2025, which primarily consisted of net loss of $27.1 million, offset by the netting effects of changes in accounts payable and accrued expenses and noncash stock-based compensation expense.

Previous 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.

Current wording

Net cash used in investing activities was $69.6 million for the nine months ended September 30, 2026, and net cash provided by investing activities was $22.2 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 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.

Current wording

Net cash provided by financing activities during the nine months ended September 30, 2026 resulted primarily from the March 2026 private placement, exercises of Series A warrants and the sale of common stock under our Cowen 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 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.

Current wording

During the three and nine month periods ended September 30, 2026, there were no material changes to our critical accounting policies or estimates 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, except for the updates to the probability-adjusted value of the royalty monetization liability described in Note 2 (J) of our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. 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, 2026.