Ovid Therapeutics Inc 2025年度报告

2025 ANNUAL REPORT Washington, D.C. 20549 (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the Fiscal Year Ended December 31, 2025OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Ovid Therapeutics Inc. (Exact name of Registrant as specified in its charter)__________________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to the filing requirements for the past 90 days. YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large Accelerated FileroNon-accelerated FilerxEmerging growth companyo Accelerated FileroSmaller Reporting Companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Acto Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) YesoNo As of June 30, 2025, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the Common Stock held by non-affiliates of the registrant was approximately $22.2 million based on the closing price of theregistrant’s common stock on June 30, 2025. The calculation excludes shares of the registrant’s common stock held by current executiveofficers, directors and stockholders that the registrant has concluded are affiliates of the registrant. This determination of affiliate status isnot a determination for other purposes. As of March 16, 2026, there were 131,874,634 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, which the registrantintends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’sfiscal year ended December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities61Item 6.[Reserved]61 Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations61Item 7A.Quantitative and Qualitative Disclosures About Market Risk71Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure71Item 9A.Controls and Procedures71Item 9B.Other Information72Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections72PART IIIItem 10.Directors, Executive Officers and Corporate Governance73Item 11.Executive Compensation73Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters73Item 13.Cert