OVID Ovid Therapeutics Inc

On September 16, 2019, following the approval by the holders of the Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), of Ovid Therapeutics Inc. (the “Company”), the Company filed the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Amended and Restated Certificate of Designation”) with the Secretary of State of the State of Delaware (the “DE Secretary of State”) to, among other things, increase the number of shares designated as Series A Preferred Stock to 10,000 shares.

On September 23, 2019, the Company filed the Certificate of Correction to the Amended and Restated Certificate of Designation (the “Certificate of Correction”) with the DE Secretary of State solely for the purpose of correcting the description of the Beneficial Ownership Limitation (as defined therein) to reflect that the holders of the Series A Preferred Stock are prohibited, subject to certain exceptions and provisions, from converting shares of Series A Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than, at the written election of the holder, either 9.99% or 14.99% of the total number of shares of common stock then issued and outstanding, which percentage may be changed at the holder’s election to any other number less than or equal to 19.99% upon 61 days’ notice to the Company.

The descriptions of (i) the Amended and Restated Certificate of Designation included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2019, while accurate, and (ii) the Certificate of Correction included herein, are not complete and are qualified in their entirety by reference to the Certificate of Correction, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.