On October 4, 2019, Ovid Therapeutics Inc. (the “Company”) entered into two underwriting agreements (each, an
“Underwriting Agreement”) with Cowen and Company, LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the several underwriters listed therein (collectively,
the “Underwriters”), for separate, concurrent registered offerings of the Company’s securities, which together are expected to result in gross proceeds to the Company of approximately $32.5 million, before deducting
underwriting discounts and commissions and estimated offering expenses payable by the Company.
The first Underwriting Agreement (the
“Common Stock Agreement”) relates to the public offering of 9,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $2.50 per
share (the “Common Offering”). Pursuant to the terms of the Common Stock Agreement, the Company has also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,350,000 shares of Common
Stock at the same price per share.
The second Underwriting Agreement (the “Preferred Stock Agreement”) relates to
the public offering of 4,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, at a public offering price of $2,500 per share (together with the Common Offering, the “Offerings”).
A description of the rights, preferences and privileges of the Series A Preferred Stock can be found in Item 3.02 of the Current Report on Form 8-K filed by the Company on September 19, 2019. Such
description is qualified in its entirety by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on September 24, 2019.
The Offerings are being made 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), a base prospectus dated June 19, 2018 and the related prospectus supplements, each
dated October 4, 2019. The Offerings are expected to close on or about October 8, 2019, subject to customary closing conditions.
Each 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 each
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 the Company’s common stock for 90 days, in each case, after October 4, 2019, without first obtaining the written consent of the Representatives.
The Common Stock Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Preferred Stock Agreement is
attached as Exhibit 1.2 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreements does not purport to be complete and is qualified in its entirety by reference to the applicable exhibits. A
copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in these Offerings is attached as Exhibit 5.1 hereto.
On October 4, 2019, 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.