As filed with the Securities and Exchange Commission on August 7, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Ovid Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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46-5270895
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(State or other jurisdiction of
incorporation or organization)
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(IRS employer
identification number)
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1460 Broadway, Suite 15044
New York, New York
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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2017 Equity Incentive Plan
2017 Employee Stock Purchase Plan
(Full titles of the plans)
Jeremy M. Levin, DPhil, MB BChir
Chief Executive Officer
Ovid Therapeutics Inc.
1460 Broadway, Suite 15044
New York, New York 10036
(646)
661-7661
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
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Thomas M. Perone
General Counsel and Secretary
Ovid Therapeutics Inc.
1460 Broadway, Suite 15044
New York, New York 10036
(646)
661-7661
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Laura A. Berezin
Jaime L. Chase
Cooley
LLP
3175 Hanover Street
Palo Alto, California 94304
(650)
843-5000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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2017 Equity Incentive Plan
(Common stock, $0.001 par value per share)
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1,232,705
(2)
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$1.86
(4)
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$2,292,831.30
(4)
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$277.89
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2017 Employee Stock Purchase Plan
(Common stock, $0.001 par value per share)
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246,541
(3)
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$1.86
(4)
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$458,566.26
(5)
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$55.58
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TOTAL
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1,479,246
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$2,751,397.56
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$333.47
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act
),
this Registration Statement shall also cover any additional shares of common stock that become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without
receipt of consideration which results in an increase in the number of Ovid Therapeutics Inc.s (the
Registrant
) outstanding shares of common stock, par value $0.001 per share (the
Common Stock
).
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(2)
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Represents additional shares of the Registrants Common Stock reserved for future grant under the Ovid
Therapeutics Inc. 2017 Equity Incentive Plan (the
2017 Plan
) as a result of the automatic increase in shares reserved thereunder on January 1, 2019 pursuant to the terms of the 2017 Plan. The 2017 Plan provides that an
additional number of shares will automatically be added annually to the shares authorized for issuance under the 2017 Plan on January 1, from 2018 until the expiration of the 2017 Plan in an amount equal to the lesser of (a) 5% of the total
number of shares of capital stock outstanding on December 31
st
of the preceding calendar year and (b) a number of shares of Common Stock designated by action of the Registrants board of
directors prior to the first day of any calendar year.
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(3)
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Represents additional shares of the Registrants Common Stock reserved for issuance under the Ovid
Therapeutics Inc. 2017 Employee Stock Purchase Plan (the
ESPP
) as a result of the automatic increase in shares reserved thereunder on January 1, 2019 pursuant to the terms of the ESPP. The ESPP provides that an additional
number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1, from 2018 until January 1, 2027. The number of shares added each year will be equal to the lesser of: (a) 1% of the
total number of shares of the Registrants capital stock outstanding on December 31 of the preceding calendar year; (b) 550,000 shares of Common Stock and (c) a number of shares of Common Stock designated by action of the
Registrants board of directors prior to the first day of any calendar year.
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(4)
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Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee.
The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Global Select Market on August 5, 2019.
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