Ovid Therapeutics Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 12, 2025
OVID$2.85+10.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001628280-25-040008
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent 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 OperationsThe 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 94 previous paragraphs and 97 current paragraphs.
71 unchanged; 17 reworded; 9 added; 5 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 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 (9)
Current report
Recent Developments
Current report
Private Placement
Current report
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 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.
Current report
Data Release
Current 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.
Current report
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.
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
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.
Removed paragraphs (5)
Previous report
Going Concern
Previous report
As of June 30, 2025, we had $38.3 million in cash, cash equivalents and marketable securities. We have incurred operating losses for most periods since inception and our accumulated deficit as of June 30, 2025 was $319.2 million. We expect that our existing cash, cash equivalents and marketable securities will not be sufficient to fund our projected operating expenses and capital expenditure requirements through at least 12 months from the date our condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q were available to be issued. These conditions raise substantial doubt regarding our ability to continue as a going concern. We are currently evaluating strategic alternatives, including additional financing or other strategic options, such as partnerships or collaborations, strategic alliances, licensing agreements or a combination of any such transactions, which may require us to relinquish rights to certain drug candidates that we might otherwise seek to develop or commercialize independently. If additional capital is not available to us on a timely basis, or at all, we may need to reduce operating expenses or will be required to delay, reduce the scope of, or eliminate additional research and development programs. For additional information, see “—Liquidity and Capital Resources” below.
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
As of June 30, 2025, we had total cash, cash equivalents and marketable securities of $38.3 million. Our cash, cash equivalents and marketable securities as of June 30, 2025 will not be sufficient to fund our projected operating expenses and capital expenditure requirements for at least 12 months from the date our condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q were available to be issued. We are currently evaluating strategic alternatives, including additional financings or other options, such as partnerships or collaborations, strategic alliances, licensing agreements or a combination of any such transactions.
Previous report
As of the date of this Quarterly Report on Form 10-Q, our public float was less than $75.0 million. As a result, we are subject to the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75.0 million, which means we only have the capacity to sell shares up to one-third of our public float under the S-3 Registration Statement, including the ATM program, in any twelve-month period. We will remain constrained by the limitations of General Instruction I.B.6 to Form S-3 until such time as our public float exceeds $75.0 million, at which time the number of securities we may sell under a Form S-3 registration statement will no longer be limited by limitations of General Instruction I.B.6 to Form S-3.
Reworded paragraphs (17)
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 psychosis in 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
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.
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.
Current 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.
Previous 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 and unrealized gain due to a fraudulent funds transfer recovery.
Current 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.
Previous wording
Revenue of $6.3 million and $0.2 million was recorded in the three months ended June 30, 2025 and 2024, respectively, which related to $6.3 million in revenue recorded from the Marinus License Agreement, as amended, and quarterly royalties on net sales pursuant to the Marinus License Agreement for the same period in 2024.
Current wording
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 wording
During the three months ended June 30, 2025, research and development expenses were $6.5 million, compared to $12.6 million for the same period in 2024, representing a decrease of $6.1 million. Program research and development expenses declined by $3.9 million, primarily due to the pause of the OV888 (GV101) program. Payroll and payroll-related expenses declined by $2.1 million due to reduced headcount in the three months ended June 30, 2025 relative to the same period in 2024 primarily due to the organizational restructuring executed during the second quarter of 2024.
Current 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.
Previous wording
General and administrative expenses were $4.9 million and $8.1 million for the three months ended June 30, 2025 and 2024, respectively. The decrease in general and administrative expenses is primarily due to the organizational restructuring executed during the second quarter of 2024, inclusive of payroll and payroll-related expenses as well as other cost reductions.
Current 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.
Previous wording
Other income (expense), net, for the three months ended June 30, 2025 and 2024 were gains of $0.4 million and $29.0 million, respectively. During the three months ended June 30, 2024 a gain of $29.0 million was recorded due to an adjustment to the royalty monetization liability under the Company’s royalty monetization agreement with Ligand Pharmaceuticals Incorporated (“Ligand Agreement”). Other items reflected in other income (expense), net, in both periods were primarily interest income and accretion on U.S. treasury investments.
Current 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.
Previous wording
Revenue of $6.4 million was generated in the six months ended June 30, 2025, compared to revenue of $0.3 million recognized for the same period in 2024. Revenue consisted of revenue recorded from the Marinus License Agreement, as amended, and quarterly royalties on net sales pursuant to the Marinus License Agreement in the six month period ended June 30, 2025, and quarterly royalties on net sales pursuant to the Marinus License Agreement for the same period in 2024.
Current wording
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 wording
During the six months ended June 30, 2025, research and development expenses were $13.1 million compared to $23.0 million for the same period in 2024. The decrease of $9.9 million is primarily due to the pause of the OV888 (GV101) program, cost increases associated with the organizational restructuring announced in June 2024, and a reduction in overall average headcount between the six month periods ended June 30, 2024 and 2025. Payroll and payroll related costs of the organizational restructuring of $1.7 million were recognized during the six months ended June 30, 2024 and paid over an extended period.
Current wording
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 wording
General and administrative expenses were $10.9 million for the six months ended June 30, 2025 compared to $15.3 million for the same period in 2024. The decrease of $4.4 million was primarily due to cost increases 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 six months ended June 30, 2024 and were paid over an extended period.
Current wording
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 wording
Other income (expense), net for the six months ended June 30, 2025 was $2.7 million compared to $34.8 million for the same period in 2024. The decrease of $32.1 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 increase resulted from unrealized gain (loss) on long-term equity investments and interest earned and accretion of discount on marketable securities, and an unrealized gain due to the recovery of a fraudulent funds transfer.
Current wording
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 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 loss of $4.7 million and net income of $8.5 million for the three months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $319.2 million and working capital of $33.2 million.
Current 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.
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, 2025 and $18.1 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, 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.”
Previous wording
Net cash used in operating activities was $15.1 million for the six months ended June 30, 2025, which consisted primarily of net loss of $14.9 million with a reduction of $2.4 million of accounts payable and accrued expenses offset by $2.5 million of noncash stock-based compensation expense. Net cash used in operating activities was $30.9 million for the six months ended June 30, 2024, which primarily consisted of net loss of $3.2 million, $29.0 million unrealized gain on fair value adjustment of the royalty monetization liability, $3.4 million of unrealized gain on long term equity investments, increase in accounts payable and accrued expenses of $2.6 million, and $3.7 million of noncash stock-based compensation expense.
Current 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.
Previous wording
Net cash provided by investing activities was $17.2 million and $33.0 million for the six months ended June 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 $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.
Previous wording
Net cash provided by financing activities during the six months ended June 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 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.
Previous wording
During the three and six months ended June 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 six months ended June 30, 2025.
Current 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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the six month periods ended June 30, 2025 and 2024, we generated $6.4 million and $0.3 million of royalty and licensing revenue, respectively. We have otherwise primarily funded our business through the sale of our capital stock and through various licensing and collaboration agreements. Through June 30, 2025, we have raised net proceeds of $275.4 million from the sale of our preferred and common stock. As of June 30, 2025, we had $38.3 million in cash, cash equivalents and marketable securities and an accumulated deficit of $319.2 million.