Ovid Therapeutics Inc. 10-Q

Item 1. Financial Statements. OVID THERAPEUTICS INC. Condensed Consolidated Balance Sheets March 31, December 31, 2021 2020 Assets (unaudited) Current assets: Cash and cash equivalents $ 233,051,160 $ 72,033,930 Related party receivable 1,023,791 141,763 Prepaid expenses and other current assets 2,587,099 2,667,508 Total current assets 236,662,050 74,843,201 Long-term prepaid expenses 252,055 477,171 Security deposit 150,626 150,626 Property and equipment, net 128,491 135,620 Other assets 262,808 318,900 Total assets $ 237,456,030 $ 75,925,518 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 3,147,558 $ 5,446,206 Accrued expenses 13,198,532 12,032,685 Deferred revenue, current - 2,212,892 Related party payable - 2,370,992 Total current liabilities 16,346,090 22,062,775 Deferred revenue, net of current portion - 10,169,887 Related party payable - noncurrent - 61,200 Total liabilities 16,346,090 32,293,862 Stockholders' equity: Preferred stock, $0.001 par value; 10,000,000 shares authorized; Series A convertible preferred stock, 10,000 shares designated, 1,250 and 3,250 shares issued and outstanding at March 31, 2021 and December 31, 2020 respectively $ 1 $ 3 Common stock, $0.001 par value; 125,000,000 shares authorized; 67,787,826 and 65,743,170 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively 67,788 65,743 Additional paid-in-capital 339,226,941 337,758,007 Accumulated other comprehensive income - - Accumulated deficit (118,184,790 ) (294,192,097 ) Total stockholders' equity 221,109,940 43,631,656 Total liabilities and stockholders' equity $ 237,456,030 $ 75,925,518 See accompanying notes to these unaudited condensed consolidated financial statements 4 OVID THERAPEUTICS INC. Condensed Consolidated Statements of Operations (unaudited) For The Three Months Ended March 31, For The Three Months Ended March 31, 2021 2020 Revenue: License and other revenue $ 12,382,779 $ - License revenue - related party 196,000,000 - Total revenue 208,382,779 - Operating expenses: Research and development $ 16,248,909 $ 14,625,367 General and administrative 15,576,554 5,669,019 Total operating expenses 31,825,463 20,294,386 Income (loss) from operations 176,557,316 (20,294,386 ) Other (expenses) income, net (49,732 ) 264,296 Income (loss) before provision for income taxes 176,507,584 (20,030,090 ) Provision for income taxes 500,277 - Net income (loss) $ 176,007,307 $ (20,030,090 ) Net income (loss) per share, basic $ 2.55 $ (0.37 ) Net income (loss) per share, diluted $ 2.53 $ (0.37 ) Weighted-average common shares outstanding, basic 66,088,592 54,715,610 Weighted-average common shares outstanding, diluted 66,578,377 54,715,610 See accompanying notes to these unaudited condensed consolidated financial statements 5 OVID THERAPEUTICS INC. Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) For The Three Months Ended March 31, For The Three Months Ended March 31, 2021 2020 Net income (loss) $ 176,007,307 $ (20,030,090 ) Other comprehensive income: Unrealized gain on available-for-sale securities - 63,235 Comprehensive income (loss) $ 176,007,307 $ (19,966,855 ) See accompanying notes to these unaudited condensed consolidated financial statements 6 OVID THERAPEUTICS INC. Condensed Consolidated Statements of Stockholders’ Equity (unaudited) Series A Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Other Comprehensive Accumulated Shares Amount Shares Amount Capital Income Deficit Total Balance, December 31, 2020 3,250 $ 3 65,743,170 $ 65,743 $ 337,758,007 $ - $ (294,192,097 ) $ 43,631,656 Stock-based compensation expense - - - - 1,320,002 - - 1,320,002 Issuance of common stock from employee stock purchase plan - - 34,256 34 130,139 - - 130,173 Issuance of common stock from exercise of stock options - - 10,400 11 20,791 - - 20,802 Conversion of series A convertible preferred stock to common stock (2,000 ) (2 ) 2,000,000 2,000 (1,998 ) - - - Net income - - - - - - 176,007,307 176,007,307 Balance, March 31, 2021 1,250 $ 1 67,787,826 $ 67,788 $ 339,226,941 $ - $ (118,184,790 ) $ 221,109,940 Series A Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Other Comprehensive Accumulated Shares Amount Shares Amount Capital Income Deficit Total Balance, December 31, 2019 7,762 $ 8 54,710,322 $ 54,711 $ 283,122,894 $ 2,469 $ (213,156,521 ) $ 70,023,561 ATM offering costs - - - - 2,053 - - 2,053 Stock-based compensation expense - - - - 1,302,931 - - 1,302,931 Issuance of common stock from employee stock purchase plan - - 43,743 43 83,067 - - 83,110 Other comprehensive income - - - - - 63,235 - 63,235 Net loss - - - - - - (20,030,090 ) (20,030,090 ) Balance, March 31, 2020 7,762 $ 8 54,754,065 $ 54,754 $ 284,510,945 $ 65,704 $ (233,186,611 ) $ 51,444,800 See accompanying notes to these unaudited condensed consolidated financial statements 7 OVID THERAPEUTICS INC. Condensed Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31, Three Months Ended March 31, 2021 2020 Cash flows from operating activities: Net income (loss) $ 176,007,307 $ (20,030,090 ) Adjustments to reconcile net income (loss) to cash used in operating activities: Stock-based compensation expense 1,320,002 1,302,931 Depreciation and amortization expense 74,735 66,879 Change in accrued interest and accretion of discount on short-term investments - (130,328 ) Change in operating assets and liabilities: Prepaid expenses and other current assets 80,409 (86,809 ) Security deposit - (18,446 ) Related party receivable (882,028 ) 756,894 Long-term prepaid expenses 225,116 72,969 Accounts payable (2,277,334 ) 932,005 Accrued expenses 1,165,847 (1,277,734 ) Deferred revenue (12,382,779 ) - Related party payable (2,432,192 ) - Net cash provided by (used in) operating activities 160,899,083 (18,411,729 ) Cash flows from investing activities: Purchases of short-term investments - (9,961,092 ) Proceeds from maturities of short-term investments - 14,000,000 Purchase of property and equipment (11,514 ) (14,139 ) Software development and other assets - (188,842 ) Net cash (used in) provided by investing activities (11,514 ) 3,835,927 Cash flows from financing activities: ATM offering costs (21,314 ) (67,575 ) Proceeds from employee stock purchase plan 130,173 83,110 Proceeds from exercise of options 20,802 - Net cash provided by financing activities 129,661 15,535 Net increase (decrease) in cash and cash equivalents 161,017,230 (14,560,267 ) Cash and cash equivalents, at beginning of period 72,033,930 41,897,144 Cash and cash equivalents, at end of period $ 233,051,160 $ 27,336,877 Non-cash investing and financing activities: Purchase of property and equipment in accounts payable $ — $ 38,534 See accompanying notes to these unaudited condensed consolidated financial statements 8 OVID THERAPEUTICS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 – NATURE OF OPERATIONS Ovid Therapeutics Inc. (the “Company”) was incorporated under the laws of the state of Delaware on April 1, 2014 and maintains its principal executive office in New York, New York. The Company commenced operations on April 1, 2014 (date of inception). The Company is a biopharmaceutical company focused exclusively on developing impactful medicines for patients and families living with rare neurological disorders. Since its inception, the Company has devoted substantially all of its efforts to business development, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through issuance of convertible preferred stock (“Preferred Stock”), common stock and other equity instruments. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development and regulatory success, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to secure additional capital to fund operations. Historically, the Company’s major sources of cash have been composed of proceeds from various public and private offerings of its capital stock and interest income. As of March 31, 2021, the Company had approximately $233.1 million in cash and cash equivalents. Since inception, the Company has generated $221.0 million in revenue, which comprises $25.0 million received pursuant to the Company’s license and collaboration agreement (the “Angelini License Agreement”) with Angelini Pharma Rare Diseases AG (“Angelini”) and a one-time, upfront payment of $196.0 million received pursuant to the Company’s royalty, license and termination agreement (the “Takeda License and Termination Agreement”) with Takeda Pharmaceutical Company Limited (“Takeda”). The Company has incurred recurring losses, has experienced negative operating cash flows and requires significant cash resources to execute its business plans. The Company has an accumulated deficit of $118.2 million as of March 31, 2021 , working capital of $220.3 million and had cash provided by operating activities of $160.9 million for the three months ended March 31, 2021 . Although the Company recorded net income of $176.0 million during the three months ended March 31, 2021, the Company expects to incur losses in subsequent periods for at least the next several years and is highly dependent on its ability to find additional sources of funding through either equity offerings, debt financings, collaborations, strategic alliances, licensing agreements or a combination of any such transactions. Management believes that the Company’s existing cash and cash equivalents as of March 31, 2021 will be sufficient to fund its current operating plans through at least the next 12 months from the date of filing of the Company’s Quarterly Report on Form 10-Q. Adequate additional funding may not be available to the Company on acceptable terms or at all. The failure to raise capital as and when needed could have a negative impact on the Company’s financial condition and ability to pursue its business strategy. The Company may be required to delay, reduce the scope of or eliminate research and development programs, or obtain funds through arrangements with collaborators or others that may require the Company to relinquish rights to certain drug candidates that the Company might otherwise seek to develop or commercialize independently. We have implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on our business. The extent to which the ongoing COVID-19 pandemic impacts our business, our clinical development and regulatory efforts, our corporate development objectives and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic , travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Europe and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, we are subject to other challenges and risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of our late-stage product candidates; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements. In addition, to the extent the ongoing COVID-19 pandemic adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 15, 2021. There have been no material changes to the significant accounting policies during the period ended March 31, 2021, except for items mentioned below. (A) Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated balance sheet at March 31, 2021, the condensed consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity for the three months ended March 31, 2021 and 2020 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and following the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP are condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as 9 the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of its financial information. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. The balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K. (B) Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in conformity with GAAP and include the accounts of Ovid Therapeutics Inc. and its wholly owned subsidiary, Ovid Therapeutics Hong Kong Limited. All intercompany transactions and balances have been eliminated in consolidation. (C) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates. (D) Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. The Company’s Level 1 assets consisted of money market funds and short-term investments totaling $231.2 million and $70.1 million as of March 31, 2021 and December 31, 2020, respectively. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. The Company had no Level 2 assets or liabilities as of March 31, 2021 and December 31, 2020. • Level 3—Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company had no Level 3 assets or liabilities as of March 31, 2021 and December 31, 2020. The carrying amounts reported in the balance sheets for cash and cash equivalents, related party receivable, other current assets, accounts payable, accrued expenses, and current related party payable approximate their fair value based on the short-term maturity of these instruments. (E) Revenue Recognition Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In applying ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the promises and performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) it satisfies the performance obligations. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services we transfer to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. If there are multiple distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. The standalone selling price is generally determined using expected cost and comparable transactions. Revenue for performance obligations recognized over time is recognized by measuring the progress toward complete satisfaction of the performance obligations using an input measure. 10 Non-refundable upfront fees allocated to licenses that are not contingent on any future performance and require no consequential continuing involvement by the Company, are recognized as revenue when the license term commences and the licensed data, technology or product is delivered. The Company defers recognition of upfront license fees if the performance obligations are not satisfied. (F) Net Income (Loss) Per Share Net income (loss), basic per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding. The Company applies the two-class method to allocate earnings between common stock and participating securities. Net income (loss), diluted per share attributable to common stockholders adjusts the basic earnings per share attributable to common stockholders and the weighted-average number of shares of common stock outstanding for the potential dilutive impact of stock options, using the treasury-stock method. ( G) Recent Accounting Pronouncements Recent accounting standards which have been adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new standard requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including loans and trade and other receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The standard also amends the impairment model for available-for-sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. Under the new guidance, an entity recognizes an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as was previously required. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019. As of March 31, 2021, the Company did not hold any debt securities with credit losses, nor does it have any trade receivables. The adoption of this standard effective January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. On August 29, 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other - Internal-Use Software (Subtopic 350-40) - which amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU No. 2018-15 aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. According to the standard the balance sheet line item for the presentation of capitalized implementation costs should be the same as that for the prepayment of fees related to the hosting arrangement and the manner in which an entity classifies the cash flows related to capitalized implementation costs should be the same as that in which it classifies the cash flows for the fees related to the hosting arrangement. ASU 2018-15 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods therein. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance. The adoption of this standard effective January 1, 2020 did not have a material impact on the Company’s consolidated financial statements and was adopted prospectively. On November 5, 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) - which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of the FASB’s new revenue standard, ASU 2014-09 (codified in ASC 606). The amendments require the application of ASC 606 existing guidance to determine the units of account that are distinct in a collaborative arrangement for purposes of identifying transactions with customers. If a unit of account within the collaborative arrangement is distinct and is with a customer, an entity shall apply the guidance in Topic 606 to that unit of account. In a transaction between collaborative participants, an entity is precluded by ASU 2018-18 from presenting a transaction together with “revenue from contracts with customers” unless the unit of account is within the scope of ASC 606 and the entity applies the guidance in ASC 606 to such unit of account. The amended guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The retrospective adoption of this standard effective January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements. ASU 2020-10 is effective for annual and interim periods beginning after December 15, 2020. The Company early adopted ASU 2020-10 for the reporting period ending December 31, 2020. The adoption of this update did not have a material effect on the Company’s consolidated financial statements. 11 NOTE 3 – CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS All short-term investments are classified as available-for-sale. The following tables summarize the fair value of cash, cash equivalents and short-term investments, as well as gross unrealized holding gains and losses as of March 31, 2021 and December 31, 2020: March 31, 2021 Amortized Gross unrealized Gross unrealized Fair cost holding gains holding losses value Cash $ 1,857,457 $ - $ - $ 1,857,457 Money market funds 231,193,703 - - 231,193,703 Total cash and cash equivalents $ 233,051,160 $ - $ - $ 233,051,160 December 31, 2020 Amortized Gross unrealized Gross unrealized Fair cost holding gains holding losses value Cash $ 1,977,320 $ - $ - $ 1,977,320 Money market funds 70,056,610 - - 70,056,610 Total cash and cash equivalents $ 72,033,930 $ - $ - $ 72,033,930 The Company did not hold any securities that were in an unrealized loss position for more than 12 months as of March 31, 2021 and December 31, 2020 . There were no material realized gains or losses on available-for-sale securities during the three months ended March 31, 2021 and 2020 . NOTE 4 – PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS Property and equipment is summarized as follows: March 31, December 31, 2021 2020 Furniture and equipment $ 332,471 $ 320,957 Less accumulated depreciation (203,980 ) (185,337 ) Total property and equipment, net $ 128,491 $ 135,620 Depreciation expense was $19,000 and $12,000 for the three months ended March 31, 2021 and 2020, respectively. Intangible assets, net of accumulated amortization was $263,000 and $319,000 as of March 31, 2021 and December 31,2020, respectively, and are included in other assets. Amortization expense was $56,000 and $55,000 for the three months ended March 31, 2021 and 2020, respectively. NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following: March 31, December 31, 2021 2020 Clinical trials accrual $ 2,211,228 $ 4,175,497 Payroll and bonus accrual 1,194,988 3,845,441 Professional fees accrual 9,119,031 3,846,211 Other 673,285 165,536 Total $ 13,198,532 $ 12,032,685 NOTE 6 – STOCKHOLDERS’ EQUITY AND PREFERRED STOCK The Company’s capital structure consists of common stock and Preferred Stock. Pursuant to the Company’s amended and restated certificate of incorporation, as amended, the Company is authorized to issue up to 125,000,000 shares of common stock and 10,000,000 shares of Preferred Stock. The Company has designated 10,000 of the 10,000,000 authorized shares of Preferred Stock as non-voting Series A Convertible Preferred Stock (“Series A Preferred Stock”). 12 The holders of common stock are entitled to one vote for each share held. The holders of common stock have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Subject to preferences that may apply to any outstanding series of Preferred Stock, holders of the common stock are entitled to receive ratably any dividends declared on a non-cumulative basis. Shares of Series A Preferred Stock will be entitled to receive dividends at a rate equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends actually paid on shares of common stock. The common stock is subordinate to all series of Preferred Stock with respect to rights upon liquidation, winding up and dissolution of the Company. The holders of common stock are entitled to liquidation proceeds after all liquidation preferences for the Preferred Stock are satisfied. In November 2020, the Company entered into a sales agreement (the “2020 ATM agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company may offer and sell in “at the market offerings,” from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $75.0 million through Cowen acting as sales agent. As of March 31, 2021, the Company has not sold any shares of its common stock under the 2020 ATM agreement. There were 1,250 and 3,250 shares of Series A Preferred Stock outstanding as of March 31, 2021 and December 31, 2020, respectively. Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock at any time at the holder’s option. However, the holder will be prohibited, subject to certain exceptions, from converting shares of Series A Preferred Stock into shares of 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; 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 either 10.0% or 15.0%, as applicable based on the holder’s initial written election noted above, of the total number of shares of common stock issued and outstanding immediately prior to delivery of such notice. In the event of a liquidation, dissolution, or winding up of the Company, holders of 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 common stock. In March 2021, certain of the Company’s stockholders elected to convert an aggregate of 2,000 shares of Series A Preferred Stock owned by such holders into an aggregate of 2,000,000 shares of the Company’s common stock. In August 2020, the Company sold 6,250,000 shares of its common stock at a public offering price of $8.00 per share, for net proceeds of $46.7 million after deducting underwriting discounts and commissions and other offering expenses payable by the Company, (the “August 2020 Offering”). In May 2020, entities affiliated with Biotechnology Value Fund, L.P. elected to convert an aggregate of 2,256 shares of Series A Preferred Stock owned by such holders into an aggregate of 2,256,000 shares of the Company’s common stock. Dividends Holders of Series A preferred stock are entitled to receive dividends at a rate equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends (other than dividends in the form of the issuance of common stock) actually paid on shares of common stock. Through March 31, 2021 , the Company has not declared any dividends. NOTE 7 – STOCK-BASED COMPENSATION The Company's Board of Directors adopted and the Company's stockholders approved the 2017 equity incentive plan (“2017 Plan”), which became effective immediately on May 4, 2017. The initial reserve of shares of common stock under the 2017 Plan was 3,052,059 shares. The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards, and other forms of stock-based awards. Additionally, the 2017 Plan provides for the grant of performance cash awards. The Company's employees, officers, directors and consultants and advisors are eligible to receive awards under the 2017 Plan. Upon the adoption of the 2017 Plan, no further awards will be granted under the Company’s prior plan. Pursuant to the terms of the 2017 Plan, on each January 1st, the plan limit shall be increased by the lesser of (x) 5% of the number of shares of common stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion. On January 1, 2021 and January 1, 2020, respectively, an additional 3,287,158 and 2,735,516 shares were reserved for issuance under the 2017 Plan. As of March 31, 2021, there were 4,443,769 shares of the Company’s common stock reserved and available for issuance under the 2017 Plan. The Company's Board of Directors adopted, and the Company's stockholders approved the 2017 employee stock purchase plan (the “2017 ESPP”), which became effective immediately prior to the execution of the underwriting agreement related to the Company’s initial public offering on May 4, 2017. The initial reserve of shares of common stock that may be issued under the 2017 ESPP was 279,069 shares. On March 20, 2017, the Company’s Compensation Committee approved an offering period under the 2017 ESPP, which began on October 20, 2017. The ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated purchase dates. During the three months ended March 31, 2021 and 2020, 34,256 and 43,743 shares were purchased under the ESPP and the Company recorded expense of $19,000 and $20,000, respectively. The number of shares of common stock reserved for issuance under the 2017 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2018 and continuing through and including January 1, 2027, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 550,000 shares or (iii) such lesser number of shares determined by our Board. The Board acted prior to each of January 1, 2020 and January 1, 2021 to provide that there be no increase in the number of shares reserved for issuance under the 2017 ESPP on either such date. As of March 31, 2021, there were 519,296 shares of the Company’s common stock reserved for issuance under the 2017 ESPP. 13 Unless specified otherwise in an individual option agreement, stock options granted under the prior plan and the 2017 Plan generally have a ten-year term and a four-year graded vesting period. The vesting requirement is generally conditioned upon the grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of option holder’s death or disability while employed by or providing service to the Company, the exercisable period extends to 12 months. Performance-based option awards generally have similar terms, with vesting commencing on the date the performance condition is achieved and expire in accordance with the specific terms of the agreement. At March 31, 2021, there were 50,000 performance-based options outstanding and unvested that include options to be granted upon the achievement of certain research and development milestones. The fair value of options granted during the three months ended March 31, 2021 and 2020 was estimated using the Black-Scholes option valuation model. The inputs for the Black-Scholes option valuation model require management’s significant assumptions and are detailed in the table below. The risk-free interest rates were based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life was based on the simplified method in accordance with the SEC Staff Accounting Bulletin No. Topic 14D. The expected volatility was estimated based on historical volatility information of peer companies that are publicly available. All assumptions used to calculate the grant date fair value of nonemployee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options underlying the agreements would also be cancelled. The Company granted zero and 10,000 stock options to nonemployee consultants for services rendered during the three months ended March 31, 2021 and 2020, respectively. There were 27,188 and 133,946 unvested nonemployee options outstanding as of March 31, 2021 and 2020, respectively. Total expense recognized related to the nonemployee stock options for the three months ended March 31, 2021 and 2020, was $35,000 and $36,000, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $152,000 as of March 31, 2021. The Company did not recognize any expense for nonemployee performance-based option awards during the three months ended March 31, 2021 and 2020. The Company granted 643,600 and 520,300 stock options to employees during the three months ended March 31, 2021 and 2020 respectively. There were 5,156,000 and 4,112,758 unvested employee options outstanding as of March 31, 2021, and 2020, respectively. Total expense recognized related to the employee stock options for the three months ended March 31, 2021 and 2020 was $1.3 million and $1.2 million, respectively. Total unrecognized compensation expense related to employee stock options was $12.2 million as of March 31, 2021. During the three months ended March 31, 2021 and 2020, the Company recognized zero and $38,000, respectively, in expenses for employee performance-based option awards. The Company’s stock-based compensation expense was recognized in operating expense as follows: Three Months Ended March 31, 2021 2020 Research and development $ 458,035 $ 564,136 General and administrative 861,967 738,795 Total $ 1,320,002 $ 1,302,931 Three Months Ended March 31, 2021 2020 Stock options $ 1,301,214 $ 1,283,171 Employee Stock Purchase Plan 18,788 19,760 Total $ 1,320,002 $ 1,302,931 The fair value of employee options granted during the three months ended March 31, 2021 and 2020 was estimated by utilizing the following assumptions: Three Months Ended March 31, 2021 2020 Weighted Average Weighted Average Volatility 80.40 % 77.43 % Expected term in years 6.08 6.08 Dividend rate 0.00 % 0.00 % Risk-free interest rate 0.65 % 1.42 % Fair value of option on grant date $ 2.18 $ 2.49 14 The fair value of nonemployee options granted during the three months ended March 31, 2021 and 2020 was estimated by utilizing the following assumptions: Three Months Ended March 31, 2021 2020 Weighted Average Weighted Average Volatility 73.90 % 77.40 % Expected term in years 5.88 6.08 Dividend rate 0.00 % 0.00 % Risk-free interest rate 2.36 % 1.40 % Fair value of option on measurement date $ 1.15 $ 2.45 The following table summarizes the number of options outstanding and the weighted average exercise price: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life in Years Value Options outstanding December 31, 2020 10,403,420 $ 5.26 7.59 $ 652,438 Granted 643,600 3.18 9.47 Exercised (10,400 ) 2.00 $ 6,836 Forfeited or expired (28,439 ) 3.52 Options outstanding March 31, 2021 11,008,181 $ 5.15 7.39 $ 6,453,789 Vested and exercisable at March 31, 2021 5,824,393 $ 6.35 5.96 $ 2,522,609 At March 31, 2021 there was approximately $12.4 million of unamortized share–based compensation expense related to employee and nonemployee grants, which is expected to be recognized over a remaining average vesting period of 2.99 years. NOTE 8 – INCOME TAXES The Company’s interim income tax provision consists of U.S. federal and state income taxes based on the estimated annual effective tax rate that the Company expects for the full year together with the tax effect of discrete items. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. As of March 31, 2021, the estimated annual effective tax rate for 2021, exclusive of discrete items, is approximately 0.28% of projected pre-tax income. The estimated annual tax expense consists of a provision for state and local income taxes. For the three months ended March 31, 2021, the Company recorded a state income tax expense of $500,000 on a pre-tax income of $176.5 million. The Company did not record a U.S. federal income tax provision due to available net operating losses and research and development credit carryforwards. For the three months ended March 31, 2020, the Company did not record a U.S. federal or state income tax provision due to current and historical net operating losses. In assessing the realizability of deferred tax assets, the Company’s management evaluates whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. Management assesses all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, prior earnings history, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Significant weight is given to positive and negative evidence that is objectively verifiable. Based on these factors, including cumulative losses in recent years, the Company continues to maintain a full valuation allowance against its net deferred tax assets as of March 31, 2021. NOTE 9 – COMMITMENTS AND CONTINGENCIES License Agreements On March 26, 2015, the Company entered into an exclusive agreement with H. Lundbeck A/S (“Lundbeck”) for a worldwide perpetual licensing right related the research, development and commercialization of OV101 (the “Lundbeck Agreement”). On May 10, 2019, the parties amended the Lundbeck License . Pursuant to the amended Lundbeck license agreement, the Company agreed to make milestone payments totaling up to $189.0 million upon the achievement of certain development, regulatory and sales milestones. The first payment of $1.0 million is due upon the successful completion of the 15 first Phase 3 trial for a product in which OV101 is an active ingredient. In addition, the agreement calls for the Company to pay royalties for an initial term based on a low double-digit percentage of sales and provides for the reduction of royalties in certain limited circumstances. In December 2016, the Company entered into a license agreement with Northwestern University (“Northwestern”), pursuant to which Northwestern granted the Company an exclusive, worldwide license to patent rights in certain inventions (the “Northwestern Patent Rights”) which relate to a specific compound and related methods of use for such compound, along with certain Know-How related to the practice of the inventions claimed in the Northwestern Patents. Under the Northwestern agreement, the Company was granted exclusive rights to research, develop, manufacture and commercialize products utilizing the Northwestern Patent Rights for all uses. The Company has agreed that it will not use the Northwestern Patent Rights to develop any products for the treatment of cancer, but Northwestern may not grant rights in the technology to others for use in cancer. The Company also has an option, exercisable during the term of the agreement to an exclusive license under certain intellectual property rights covering novel compounds with the same or similar mechanism of action as the primary compound that is the subject of the license agreement. Northwestern has retained the right, on behalf of itself and other non-profit institutions, to use the Northwestern Patent Rights and practice the inventions claimed therein for educational and research purposes and to publish information about the inventions covered by the Northwestern Patent Rights. Upon entry into the Northwestern agreement, the Company paid an upfront non-creditable one-time license issuance fee of $75,000, and is required to pay an annual license maintenance fee of $20,000, which will be creditable against any royalties payable to Northwestern following first commercial sale of licensed products under the agreement. The Company is responsible for all ongoing costs of filing, prosecuting and maintaining the Northwestern Patents, but also has the right to control such activities using its own patent counsel. In consideration for the rights granted to the Company under the Northwestern agreement, the Company is required to pay to Northwestern up to an aggregate of $5.3 million upon the achievement of certain development and regulatory milestones for the first product covered by the Northwestern Patents, and, upon commercialization of any such products, will be required to pay to Northwestern a tiered royalty on net sales of such products by the Company, its affiliates or sublicensees, at percentages in the low to mid-single-digits, subject to standard reductions and offsets. The Company’s royalty obligations continue on a product-by-product and country-by-country basis until the later of the expiration of the last-to-expire valid claim in a licensed patent covering the applicable product in such country and 10 years following the first commercial sale of such product in such country. If the Company sublicenses a Northwestern Patent Right, it will be obligated to pay to Northwestern a specified percentage of sublicense revenue received by the Company, ranging from the high single digits to the low teens. The Northwestern agreement requires that the Company use commercially reasonable efforts to develop and commercialize at least one product that is covered by the Northwestern Patent Rights. Unless earlier terminated, the Northwestern agreement will remain in force until the expiration of the Company’s payment obligations thereunder. The Company has the right to terminate the agreement for any reason upon prior written notice or for an uncured material breach by Northwestern. Northwestern may terminate the agreement for the Company’s uncured material breach or insolvency. As of March 31, 2021, none of these contingent payments were considered probable. Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company is not currently involved in any legal matters arising in the normal course of business. Under the terms of their respective employment agreements, certain of our executive officers are eligible to receive severance payments and benefits upon a termination without “cause” or due to “permanent disability,” or upon “resignation for good reason,” contingent upon the executive officer’s delivery to the Company of a satisfactory release of claims, and subject to the executive officer’s compliance with non-competition and non-solicitation restrictive covenants. NOTE 10 – COLLABORATION AGREEMENTS Angelini Collaboration On July 9, 2020, the Company entered into the Angelini License Agreement with Angelini, pursuant to which the Company granted to Angelini exclusive rights to develop and commercialize OV101, a selective agonist of the GABA A receptor, for the treatment of Angelman syndrome in the European Economic Area as well as Switzerland, the United Kingdom, Russia and Turkey (the “European Territory”). On March 29, 2021, the Company received a notice of termination of the Angelini License Agreement. Subsequently, Angelini and the Company mutually agreed to waive the six month termination notice provisions and the Angelini License Agreement terminated effective March 31, 2021. The Company has been released from its performance obligations and will not be entitled to any future milestone payments under the Angelini License Agreement. The Company evaluated the Angelini License Agreement to determine whether it is a collaborative arrangement for purposes of ASC 808. The Company concluded that because Angelini is not the ultimate decision maker or the legal owner of the license, Angelini is not considered an active participant and therefore the Angelini License Agreement is outside of the scope of ASC 808. The Company concluded that Angelini is a customer with regard to the combined license and research and development activities and as such the Angelini License Agreement should be evaluated under ASC 606. 16 The Company identified the following material promises under the Angelini License Agreement: (1) licensing of intellectual property with respect to OV101 (2) completion of certain ongoing trials (3) transfer of a specified amount of compound and related information (4) potential for funding 35% of the cost for Angelini future trials limited to $7.0 million and (5) completion of the manufacturing process technology transfer. The Company determined that the $7.0 million represented a potential payment to a customer and was deferred. The transfer of compound and related information is considered a contingent milestone payment that will be recognized upon acceptance by Angelini of the milestone. The Company further determined that the license and the completion of ongoing trials are distinct from each other, as each has value without the other. As such, for the purposes of ASC 606, the Company determined that these two material promises, represent distinct performance obligations. The Company determined the transaction price is equal to the upfront fee of $20.0 million. The transaction price was allocated based on the standalone selling price of the license and the ongoing trials. Pursuant to the Angelini License Agreement and during the year ended December 31, 2020, Angelini made an upfront payment to the Company of $20.0 million. Upon the transfer of the specified amount of compound and related information and acceptance by Angelini, Angelini paid the Company an additional $5.0 million. This performance obligation was determined to be variable consideration which was constrained and not considered part of the upfront transaction price allocation. During the three months ended March 31, 2021 and effective upon termination of the Angelini License Agreement, the Company recognized $12.4 million of revenue consisting of $5.4 million of license revenue related to ongoing trials and the $7.0 million related to the potential 35% funding of the cost for Angelini future trials. Takeda Collaboration On January 6, 2017, the Company entered into a license and collaboration with Takeda, to jointly develop and commercialize the compound TAK-935, under which the Company licensed from Takeda certain exclusive rights to develop and commercialize OV935 (soticlestat), in certain territories. In March 2021, the Company entered into the Takeda License and Termination Agreement with Takeda, pursuant to which Takeda secured rights to the Company’s 50% global share in soticlestat, which the Company had originally licensed from Takeda, and the Company granted to Takeda an exclusive worldwide license under the Company’s relevant intellectual property rights to develop and commercialize the investigational medicine OV935 for the treatment of developmental and epileptic encephalopathies, including Dravet syndrome and Lennox-Gastaut syndrome. Under the Takeda License and Termination Agreement, all rights in OV935 are owned by Takeda or exclusively licensed to Takeda by the Company. Takeda assumed all responsibility for, and costs of, both development and commercialization of soticlestat , and the Company will no longer have any financial obligation to Takeda under the original collaboration agreement, including for milestone payments or any future development and commercialization costs. On March 29, 2021 upon the closing of the Takeda License and Termination Agreement, the Company received an upfront payment of $196.0 million and will be eligible to receive up to an additional $660.0 million upon achieving development, regulatory and sales milestones. In addition, the Company will be entitled to receive tiered royalties beginning in the low double-digits, and up to 20% on sales of soticlestat if it achieves regulatory approval . Royalties are payable on a country-by-country and product-by-product basis during the period beginning on the date of the first commercial sale of such product in such country and ending on the later to occur of the expiration of patent rights covering the product in such country and a specified anniversary of such first commercial sale. The Company identified the following material promises under the Takeda License and Termination Agreement: (1) no later than the second business day prior to the closing of the Takeda License and Termination Agreement (the “Closing Date”), the Company and Takeda were required to agree on an estimate of the development expenses that accrued, or would accrue, under the original collaboration agreement as of March 31, 2021; (2) on the Closing Date, the Company was required to (i) provide and transfer to Takeda the materials, information and data relating to the OV935 program, including clinical trial data and results, as further set forth in the Takeda License and Termination Agreement, (ii) assign to Takeda certain agreements applicable to the OV935 program , and (iii) assign to Takeda all of its right, title and interest in, to and under all intellectual property rights developed or created pursuant to the original collaboration agreement and owned jointly by the Company and Takeda as of the Closing Date; (3) within 45 days after March 31, 2021, the Company and Takeda are required to provide a written report to the finance officer designated by the other party setting forth a final total of the development expenses that accrued as of March 31, 2021 and, within 10 business days after receipt of such report, the finance officers shall agree on whether a net settlement payment is due from Takeda to the Company or from the Company to Takeda; and (4) within 75 days after the Closing Date, to the extent not provided on the Closing Date, Ovid shall provide to Takeda (i) any materials, information and data relating to the OV935 program, including clinical trial data and results, as further set forth in the Takeda License and Termination Agreement , (ii) other documents (including all expired agreements and related data developed thereunder) to the extent relating to the OV935 program that are necessary for the exploitation, development, commercialization and manufacture of OV935, as further set forth in the Takeda License and Termination Agreement and (iii) any tangible embodiments of the intellectual property rights controlled by Ovid that are reasonably necessary for, used in or held for use in Takeda’s exploitation of the OV935 program. The Company determined the transaction price is equal to the upfront fee of $196.0 million and is associated with all four performance obligations identified above. It is noted that the incremental effort associated with performance obligations three and four is negligible and not material in the context of the Takeda License and Termination Agreement since all of the information is related to the collaboration period for which the Company already has the information readily available. Therefore, since they are not material in the context of the Takeda License and Termination Agreement , the full upfront fee will be allocated to the two performance obligations satisfied at closing. 17 During the three months ended March 31, 2021, the Company recognized a credit in research and development expenses of $ 2.6 million and expenses of $0.1 million in general and administrative representing costs to be reimbursed to the Company from Takeda . During the three months ended March 31, 2020, the Company recognized a credit in research and development expenses of $0.4 representing costs to be reimbursed to the Company from Takeda. NOTE 11 – RELATED PARTY TRANSACTIONS In March 2021, the Company entered into the Takeda License and Termination Agreement with Takeda. For a description of the Takeda License and Termination Agreement, see Note 10. In May 2020, entities affiliated with Biotechnology Value Fund, L.P. elected to convert an aggregate of 2,256 shares of Series A Preferred Stock owned by such holders into an aggregate of 2,256,000 shares of the Company’s common stock. In August 2020, the Company issued and sold an aggregate of 1,250,000 shares of common stock to entities affiliated with Biotechnology Value Fund, L.P., an existing stockholder for aggregate gross proceeds of $10.0 million. NOTE 12 – NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is calculated based upon the weighted-average number of common shares outstanding during the period, excluding outstanding stock options that have been issued but are not yet vested. Diluted net income (loss) per share is calculated based upon the weighted-average number of common shares outstanding during the period plus the dilutive impact of weighted-average common equivalent shares outstanding during the period. The potentially dilutive shares of common stock resulting from the assumed exercise of outstanding stock options were determined under the treasury stock method. The Basic and diluted net income (loss) per common share is presented in conformity with the two-class method required for participating securities and multiple classes of shares. The Company considers the preferred shares to be participating securities. For any period in which the Company records net income, undistributed earnings allocated to the participating securities are subtracted from net income in determining net income attributable to common stockholders. The undistributed earnings have been allocated based on the participation rights of preferred shares and common shares as if the earnings for the year have been distributed. For periods in which the Company recognizes a net loss, undistributed losses are allocated only to common shares as the participating securities do not contractually participate in the Company’s losses. Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Participating securities are excluded from basic weighted-average common shares outstanding. The following table summarizes the calculation of basic and diluted net income (loss) per share: March 31, 2021 2020 Net income (loss) $ 176,007,307 $ (20,030,090 ) Net income attributable to participating securities (7,439,355 ) - Net income (loss) attributable to common stockholders $ 168,567,952 $ (20,030,090 ) March 31, 2021 2020 Net income (loss) attributable to common stockholders $ 168,567,952 $ (20,030,090 ) Weighted-average common shares outstanding, basic 66,088,592 54,715,610 Dilutive effect of outstanding stock options 489,784 - Weighted-average common shares outstanding, diluted 66,578,377 54,715,610 Net income (loss) per share, basic $ 2.55 $ (0.37 ) Net income (loss) per share, diluted $ 2.53 $ (0.37 ) 18 The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: March 31, 2021 2020 Stock options to purchase common stock 10,518,397 7,879,568 Series A convertible preferred stock - 7,762 19