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Subject to Completion
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Dated October 3, 2019
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PRELIMINARY PROSPECTUS SUPPLEMENT
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(To Prospectus dated June 19, 2018)
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Shares
Series A Convertible Preferred Stock
We are offering shares of our Series A convertible preferred stock, or the Series A
preferred stock, and the common stock issuable from time to time upon conversion of our Series A preferred stock. Our common stock is listed on The Nasdaq Global Select Market under the symbol OVID. On October 2, 2019, the last
reported sale price of our common stock was $3.13 per share. There is no established trading market for the Series A preferred stock and we do not expect a market to develop. In addition, we do not intend to list the Series A preferred stock on
The Nasdaq Global Select Market, any other national securities exchange or any other nationally recognized trading system.
Each share of Series A preferred stock
is convertible into 1,000 shares of our common stock at any time at the option of the holder, provided that the holder will be prohibited, subject to certain exceptions, from converting Series A preferred stock into shares of our 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 our common stock then issued and outstanding, which percentage
may be changed at the holders election to any other number less than or equal to 19.99% upon 61 days notice to us; provided, however, that effective 61 days after delivery of such notice, such beneficial ownership limitations shall not
be applicable to any holder that beneficially owns at least either 10.0% or 15.0%, as applicable based on the holders initial written election noted above, of the total number of shares of our common stock issued and outstanding immediately
prior to delivery of such notice. In the event of our liquidation, dissolution or winding up, holders of our Series A preferred stock will receive a payment equal to $0.001 per share of Series A preferred stock before any proceeds are distributed to
the holders of our common stock. In the event of a merger, consolidation, exchange offer or similar other transaction, the holders of the Series A preferred stock, will receive the same consideration as the holders of our common stock, upon
conversion of the Series A preferred stock. Shares of Series A preferred stock will generally have no voting rights, except as required by law and except that the consent of the holders of a majority of the outstanding shares of Series A preferred
stock will be required to amend the terms of the Series A preferred stock.
Investing in our securities involves a high degree of risk. See Risk
Factors beginning on page S-11 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement and the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Concurrently with this offering
of Series A preferred stock, and pursuant to a separate prospectus supplement, we are offering shares of our common stock, which we refer to
herein as the Concurrent Offering.
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Per Share
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Total
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Public offering price
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$
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$
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Underwriting discounts and commissions
(1)
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$
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$
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Proceeds, before expenses, to us
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$
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$
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(1)
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See Underwriting for a description of compensation payable to the underwriters.
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Delivery of the shares of Series A preferred stock in this offering is expected to be made on or
about , 2019.
Entities affiliated with Takeda Pharmaceutical
Company Limited, or Takeda, our collaboration partner and existing stockholder, entities affiliated with Biotechnology Value Fund, L.P., or BVF, an existing stockholder, entities affiliated with Shira Capital, LLC, or Shira, an existing stockholder,
and Dr. Jeremy M. Levin, our Chief Executive Officer and Chairman, have indicated an interest to purchase up to an aggregate of $14.3 million of the shares offered hereby and in the Concurrent Offering, in the aggregate. However,
because these indications of interest are not binding agreements or commitments to purchase, such stockholders or their affiliates may elect to purchase fewer shares or not purchase any shares in this offering or in the Concurrent Offering. In
addition, the underwriters may determine to sell more, fewer or no shares in this offering or in the Concurrent Offering to such stockholders or their affiliates.
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Joint Book-Running Managers
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Cowen
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William Blair
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The date of this prospectus supplement
is , 2019.