On August 25, 2020, Ovid Therapeutics Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Cowen and Company, LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the several underwriters named therein (the
“Underwriters”), to issue and sell 6,250,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $8.00 per share, in an underwritten offering
pursuant to the Company’s registration statement on Form S-3, declared effective by the Securities and Exchange Commission on June 19, 2018 (Registration
No. 333-225391), the base prospectus included therein and the related prospectus supplement dated August 25, 2020 (the “Offering”). The Offering is expected to result in gross
proceeds to the Company of $50.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to close on or about August 27, 2020, subject to customary
closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
All of the Company’s directors and executive officers and their affiliated entities have agreed, subject to certain exceptions, not to sell or transfer any shares of Common Stock for 90 days, and the Company has agreed not to sell or transfer
any shares of Common Stock for 90 days, in each case, after August 25, 2020, without first obtaining the written consent of the Representatives.
The Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms
of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Common Stock in the Offering is
attached as Exhibit 5.1 hereto.
On August 25, 2020, the Company issued a press release announcing the matters described above. A
copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.