ovid-20260611
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2026
Ovid Therapeutics Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38085 | 46-5270895 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
441 Ninth Avenue, 14th Floor New York, New York | 10001 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: 646-661-7661
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.001 per share | OVID | The Nasdaq Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act.☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Ovid Therapeutics Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 10, 2026. As of April 15, 2026, the record date for the Annual Meeting, there were 173,037,131 shares of Company common stock outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 130,958,928 shares, or 75.7%, were present in person or represented by proxy, which constituted a quorum. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results for each of the proposals. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”).
Proposal 1: The Company’s stockholders elected the nominee for director to serve a three-year term until the Company’s 2029 annual meeting of stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal, by the votes set forth in the table below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Jeremy M. Levin, DPhil, MB BChir | 87,219,707 | 8,528,008 | 35,211,213 | |||||||||||||||||
Proposal 2: The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 84,511,953 | 8,901,691 | 2,334,071 | 35,211,213 | |||||||||||||||||
Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 130,845,667 | 32,505 | 80,756 | N/A | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OVID THERAPEUTICS INC. | ||||||||
| Date: June 11, 2026 | By: | /s/ Jeffrey Rona | ||||||
Jeffrey Rona | ||||||||
| Chief Business and Financial Officer | ||||||||