Ovid Seeks 152% Stock Authorization Hike for PIPE Financing

TL;DR

**OVID is about to dilute shareholders significantly to stay afloat, but it's a necessary evil for future growth.**

AI Summary

Ovid Therapeutics Inc. is seeking stockholder approval for three critical proposals at a Special Meeting on December 11, 2025, to facilitate a significant PIPE financing. The company proposes to increase its authorized common stock from 125,000,000 to 315,000,000 shares, a 152% increase, to accommodate the conversion of 57,722 shares of Series B Preferred Stock and the exercise of Series A and Series B Warrants. This financing, initiated via a Securities Purchase Agreement on October 2, 2025, involves institutional and accredited investors. Additionally, Ovid Therapeutics is seeking approval for the issuance and sale of securities to its Chief Executive Officer, as required by Nasdaq Listing Rule 5635(c), indicating insider participation in the capital raise. These actions are crucial for the company's strategic outlook, likely providing capital for ongoing operations or pipeline development, but also carry the risk of significant shareholder dilution.

Why It Matters

This DEF 14A filing reveals Ovid Therapeutics' urgent need for capital, evidenced by the proposed 152% increase in authorized shares to facilitate a PIPE financing. For investors, this signals potential significant dilution, impacting per-share value, but also a lifeline for the company's operations and drug development pipeline. Employees and customers might see this as a stabilizing move, ensuring the company's continued viability. In the competitive biotech landscape, securing financing is paramount, and this move suggests Ovid is actively pursuing funding to remain competitive, potentially through a dilutive but necessary capital injection.

Risk Assessment

Risk Level: high — The proposed increase in authorized common stock from 125,000,000 to 315,000,000 shares, a 152% increase, and the subsequent issuance of shares for Series B Preferred Stock conversion and warrant exercises, indicate a high risk of significant shareholder dilution. Furthermore, the issuance of securities to the Chief Executive Officer, while potentially aligning interests, also highlights the company's reliance on this capital raise.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution and the terms of the PIPE financing. Consider the company's cash burn rate and pipeline progress in light of this capital raise. Existing shareholders should vote 'FOR' the proposals if they believe the financing is essential for the company's long-term survival and potential upside, despite the immediate dilutive impact.

Key Numbers

• 125,000,000 — Current authorized common stock (Proposed to be increased)
• 315,000,000 — Proposed authorized common stock (Represents a 152% increase from current)
• 57,722 — Shares of Series B Preferred Stock (To be converted into common stock)
• 38,481,325 — Shares underlying Series A Warrants (To be exercised into common stock)
• 71,212,353 — Shares of common stock outstanding (As of the Record Date, October 31, 2025)
• $25,000 — Fee for proxy solicitation (Paid to Morrow Sodali LLC)

Key Players & Entities

• Ovid Therapeutics Inc. (company) — Registrant seeking proxy approval
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring approval for share issuance upon conversion/exercise
• Nasdaq Listing Rule 5635(c) (regulator) — Rule requiring approval for issuance to executive officer
• Jeffrey Rona (person) — Chief Business & Financial Officer and Corporate Secretary
• October 31, 2025 (date) — Record date for the Special Meeting
• December 11, 2025 (date) — Date of the Special Meeting of Stockholders
• October 2, 2025 (date) — Date of the Securities Purchase Agreement
• Morrow Sodali LLC (company) — Proxy solicitation firm
• Computershare Trust Company, N.A. (company) — Transfer agent for Ovid Therapeutics Inc.
• Chief Executive Officer (person) — Recipient of securities under Securities Purchase Agreement

FAQ

Industry Context

Ovid Therapeutics operates in the biotechnology sector, a highly competitive and capital-intensive industry. Companies in this space often rely on significant funding rounds, such as PIPE financings, to advance their drug development pipelines and fund clinical trials. The success of such financings is critical for maintaining operations and achieving strategic milestones in a landscape characterized by rapid scientific advancement and regulatory hurdles.

Regulatory Implications

The proposed increase in authorized shares and the issuance of securities, including to the CEO, are subject to Nasdaq Listing Rule 5635(c), requiring stockholder approval. Failure to obtain this approval could prevent the company from completing the PIPE financing, impacting its financial stability and operational plans. Compliance with SEC disclosure requirements, as seen in this DEF 14A filing, is also paramount.

What Investors Should Do

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Key Dates

• 2025-12-11: Special Meeting of Stockholders — Stockholders will vote on proposals to increase authorized common stock and approve securities issuance, crucial for a PIPE financing.
• 2025-10-31: Record Date for Special Meeting — Establishes the list of stockholders entitled to vote at the Special Meeting.
• 2025-11-07: Mailing of Proxy Materials — Informs stockholders about the upcoming meeting and proposals, enabling them to vote.
• 2025-10-02: Securities Purchase Agreement — Initiated the PIPE financing involving institutional and accredited investors.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual shareholders' meeting, including proposals to be voted on. (This document outlines the proposals Ovid Therapeutics Inc. is seeking stockholder approval for, directly impacting the company's capital structure and financing.)

PIPE financing

Private Investment in Public Equity. A transaction where a public company sells its securities directly to a private investor or a group of investors. (Ovid Therapeutics is seeking stockholder approval for actions necessary to complete a PIPE financing, which will provide capital but may also lead to dilution.)

Series B Preferred Stock

A class of preferred stock with specific rights and preferences, in this case, convertible into common stock. (The conversion of 57,722 shares of Series B Preferred Stock into common stock is a key component of the financing that requires increased authorized shares.)

Series A and Series B Warrants

Options that give the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. (The exercise of these warrants into common stock is another reason for the proposed increase in authorized shares, impacting potential dilution.)

Proxy Card

A document that allows a stockholder to authorize another person (usually the company's management) to vote their shares on their behalf at a shareholder meeting. (Stockholders will use proxy cards to vote on the proposals presented in the DEF 14A, influencing the outcome of the financing and share structure changes.)

Nasdaq Listing Rule 5635(c)

A rule by the Nasdaq Stock Market that requires shareholder approval for certain issuances of securities, particularly when issued to insiders. (Ovid Therapeutics needs stockholder approval to issue securities to its CEO as part of the financing, complying with this Nasdaq rule.)

Year-Over-Year Comparison

This filing pertains to a special meeting and a proposed financing event, rather than a routine annual report. Therefore, a direct comparison of key financial metrics like revenue growth or margin changes to a previous year's filing is not applicable. The focus here is on the strategic capital raise and its implications for the company's share structure and future operations, rather than historical financial performance trends.

Key Financial Figures

• $25,000 — xpect to pay Morrow Sodali LLC a fee of $25,000 plus reasonable expenses for these serv
• $0.001 — convertible preferred stock, par value $0.001 per share (the "Series B Preferred Stoc
• $1,400.00 — r, a "Security") at a purchase price of $1,400.00 per Security to the Purchasers. The Sec
• $80.8 m — initial gross proceeds of approximately $80.8 million, with aggregate gross proceeds of
• $175.1 m — with aggregate gross proceeds of up to $175.1 million, subject to the satisfaction of s

Filing Documents

• ny20057375x3_def14a.htm (DEF 14A) — 256KB
• ny20057375x3_pc01.jpg (GRAPHIC) — 639KB
• ny20057375x3_pc02.jpg (GRAPHIC) — 449KB
• 0001140361-25-040884.txt ( ) — 1755KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16 OTHER INFORMATION FOR STOCKHOLDERS 19 OTHER MATTERS 20 APPENDIX A A-1 Website References You may also access additional information about Ovid Therapeutics Inc. at www.ovidrx.com and investors.ovidrx.com. References to our websites throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of this proxy statement. i TABLE OF CONTENTS OVID THERAPEUTICS INC. 441 Ninth Avenue, 14 th Floor New York, New York 10001 (646) 661-7661 PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 11, 2025 AT 9:00 A.M. EASTERN TIME QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? We have sent you these proxy materials because the Board of Directors (the "Board" or "Board of Directors") of Ovid Therapeutics Inc. (sometimes referred to as the "Company" or "Ovid") is soliciting your proxy to vote at a Special Meeting of Stockholders to be held on December 11, 2025 (the "Special Meeting"), including at any adjournments or postponements of the meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or through the internet. We intend to mail these proxy materials on or about November 7, 2025 to all stockholders of record entitled to vote at the Special Meeting. When is the record date for the Special Meeting? The Board has fixed the close of business on October 31, 2025 as the record date for the Special Meeting (the "Record Date"). How do I attend the Special Meeting? The Special Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/OVID2025SM . You will no