What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-11 · 287 added, 173 removed, 690 unchanged (40% of the section changed)

2 unchanged sentences

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

We previously identified material weaknesses in our controls, including that the Company did not have sufficiently trained resources involving emerging and evolving threats related to spear phishing, vendor email compromise, and other cyberattack approaches and in designing and implementing controls over changes to vendor payment information.

At December 31, 2024, remediation efforts included the hiring of a finance leader with significant training and experience in evaluating and mitigating cybersecurity risks, increasing finance team training and attention to cyber risks, and enhancing controls around vendor information changes, review and approval of disbursements.

Based on these additional procedures and control, management has concluded this material weakness has been remediated as of December 31, 2024.

As of December 31, 2024, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and effectiveness of our material weakness remediation activity.

As of December 31, 2025, our management, with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our management, under the supervision and with the participation of our Chief Executive Officer and Principal Financial and Accounting Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting and effectiveness of our material weakness remediation activity as of December 31, 2024 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Our management, under the supervision and with the participation of our principal executive officer and principal financial and accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

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Changes in Internal Control over Financial Reporting

In the three month period ended December 31, 2024, the changes to internal controls over financial reporting consisted of the material weakness remediation efforts listed above.

There have been no additional changes in internal controls over financial reporting during our most recent quarter ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in internal controls over financial reporting during our most recent quarter ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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001-38085), filed with the Commission on May 10, 2017).

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No.

333-292151), filed with the Commission on December 15, 2025).

3.3 Corrected Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-38085), filed with the Commission on September 24, 2019).

3.4 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-38085), filed with the Commission on October 3, 2025).

3.5 Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

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333-217245), filed with the Commission on April 25, 2017).

4.2 Description of the Securities of Ovid Therapeutics Inc.

(incorporated herein by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No.

001-38085), filed with the Commission on March 8, 2024).

4.2** D es criptio n of the Securities of Ovid Therapeutics Inc.

4.3 Form of Series A Preferred Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-38085), filed with the Commission on February 21, 2019).

4.4 Form of Series A Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-38085), filed with the Commission on October 3, 2025).

4.5 Form of Series B Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.

001-38085), filed with the Commission on October 3, 2025).

4.6** Form of Pre-Funded Warrant .

Form of Indemnity Agreement by and between the Company and its directors and officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

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333-217245), filed with the Commission on April 10, 2017).

Form of Restricted Stock Unit Grant Notice and Award Agreement under the 2017 Equity Incentive Plan .

Form of Restricted Stock Unit Grant Notice and Award Agreement under the 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K (File No.

001-38085), filed with the Commission on March 11, 2025).

2014 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.

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001-38085), filed with the Commission on May 22, 2017).

Amended Non-Employee Director Compensation Policy, effective February 22, 2024 .

A mended Non-Employee Director Compensati on Policy, effective February 20, 2025.

Executive Employment Agreement between the Registrant and Jeremy M.

Levin, dated June 5, 2015 (incorporated herein by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No.

333-217245), filed with the Commission on April 10, 2017).

Amended Non-Employee Director Compensation Policy, effective February 22, 2024 (incorporated herein by reference to Exhibit 10.1 1 to the Company’s Annual Report on Form 10-K (File No.

001-38085), filed with the Commission on March 11, 2025).

Amended Non-Employee Director Compensation Policy, effective February 20, 2025 (incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No.

001-38085), filed with the Commission on March 11, 2025).

10.13+**^^

Amended and Restated Executive Employment Agreement between the Company and Margaret Alexander , dated November 11 , 2025 .

10.14+**^^

Executive Employment Agreement between the Company and Jeremy M.

Levin, dated November 11, 2025.

10.15+ Executive Employment Agreement between the Company and Jeff Rona, effective June 2, 2021 (incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No.

001-38085), filed with the Commission on March 15, 2021).

Amended and Restated Executive Employment Agreement between the Company and Margaret Alexander, dated September 9, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-38085), filed with the Commission on September 11, 2024 ) .

License Agreement by and between Northwestern University and the Company, dated December 15, 2016.

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001-38085), filed with the Commission on March 8, 2024.

19.1 R e gist rant ’ s Insider Trading Policy .

10.19 Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-38085), filed with the Commission on October 3, 2025).

19.1 Registrant’s Insider Trading Policy (incorporate d herein by reference to Exhibit 19.1 to the Company's Annual Report on F orm 10-K (File No.

001-38085), filed with the Commission on March 11, 2025) .

23.1 Consent of Independent Registered Public Accounting Firm .

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* Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

** Filed herewith.

+ Indicates a management contract or compensatory plan.

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The Registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, an unredacted copy of this exhibit.

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

Form 10-K Summary

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March 18, 2026

/s/ Jeremy M.

Chief Executive Officer

/s/ Margaret Alexander

Margaret Alexander

President, Chief Executive Officer and Director

(Principal Executive Officer)

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POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Jeremy M.

Levin, DPhil, MB BChir and Jeffrey Rona, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Each person whose individual signature appears below hereby authorizes and appoints Margaret Alexander and Jeffrey Rona, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Jeremy M.

Levin, DPhil, MB BChir Chief Executive Officer and Director

/s/ Margaret Alexander President, Chief Executive Officer and Director

(Principal Executive Officer)

March 18, 2026

Levin, DPhil, MB BChir

Margaret Alexander

/s/ Jeffrey Rona Chief Business and Financial Officer

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March 18, 2026

/s/ Jeremy M.

Levin, DPhil, MB BChir Executive Chairman March 18, 2026

Levin, DPhil, MB BChir

/s/ Karen Bernstein, PhD Director March 18, 2026

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

To the Stockholders and the Board of Directors

Ovid Therapeutics Inc.:

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We believe that our audits provide a reasonable basis for our opinion .

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters .

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of warrants

As discussed in Note 2 to the consolidated financial statements, the Company has issued freestanding warrants to purchase shares of its common stock in connection with financing activities and accounts for them as either liabilities or as equity instruments depending on the specific terms of the warrant agreements.

As discussed in Note 7, the Company issued Series A common warrants and Series B common warrants in October 2025.

The Series A common warrants were valued using a probability-weighted expected return method based on two different expiry periods valued using a Black-Scholes model with corresponding probability for the likelihood of each scenario and Level 3 inputs.

The Series B common warrants were valued using a Monte Carlo simulation model since the timing and payoff are dependent on the Company’s trailing stock price and level 3 inputs.

The relative fair value allocated to Series A common warrants and Series B common warrants were $13.8 million and $17.7 million, respectively.

We identified the evaluation of the fair value of the Series A common warrants and the Series B common warrants as a critical audit matter.

Subjective auditor judgment was required to evaluate the estimated fair values due to the degree of subjectivity associated with the expected volatility assumptions and the sensitivity of these assumptions to variation.

Additionally, the evaluation of the fair value of the Series A common warrants and the Series B common warrants required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the fair value of the Series A common warrants and Series B common warrants by:

• developing independent expectations of the expected volatility assumptions for both the Series A common warrants and Series B common warrants based on consideration of historical and implied share price volatility information for the Company and publicly available market information for guideline public companies

• developing an independent estimate of the fair value of the Series A common warrants using the independently developed expected volatility assumption for the Series A common warrants and comparing to the fair value used by management for the Series A common warrants

• developing an independent estimate of the fair value of the Series B common warrants using independently developed assumptions, including the independently developed expected volatility assumption for the Series B common warrants, and comparing to the fair value used by management for the Series B common warrants

We have served as the Company’s auditor since 2015.

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Total current assets 74,368 55,940

Marketable securities - noncurrent 20,812 —

Long-term equity investments 41,961 20,974

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Lease liability 11,986 13,419

Royalty monetization liability — 30,000

Total liabilities 20,274 23,941

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10,000,000 shares authorized;

Series A convertible preferred stock, 10,000 shares designated, 1,250 shares issued and outstanding at December 31, 2024 and 2023

Series A convertible preferred stock, 10,000 shares designated, 0 and 1,250 shares issued and outstanding at December 31, 2025 and 2024, respectively

Common stock, $ 0.001 par value;

125,000,000 shares authorized;

315,000,000 and 125,000,000 shares authorized;

130,184,353 and 71,009,866 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in-capital 452,445 372,489

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss ( 202 ) ( 35 )

Accumulated deficit ( 321,713 ) ( 304,299 )

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Net loss $ ( 17,414 ) $ ( 26,433 )

Other comprehensive income:

Other comprehensive (loss) income:

Cumulative translation adjustment ( 140 ) ( 42 )

Unrealized gain on available-for-sale securities

Unrealized (loss) gain on available-for-sale securities ( 27 ) 7

Comprehensive loss $ ( 17,581 ) $ ( 26,468 )

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Consolidated Statement of Changes in Stockholders’ Equity

(in thousands, except shares)

(in thousands, except shares) Convertible

Preferred Stock Common Stock Additional

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Comprehensive

Income (Loss)

Loss Accumulated

Deficit Total

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Balance, December 31, 2024 1,250 $ — 71,009,866 $ 71 $ 372,489 $ ( 35 ) $ ( 304,299 ) $ 68,226

Conversion of Series A convertible preferred stock to common stock ( 1,250 ) — 1,250,000 1 ( 1 ) — — —

Conversion of Series B convertible preferred stock to common stock

— — 57,722,000 58 49,251 — — 49,309

Issuance of Series A warrants

— — — — 13,802 — — 13,802

Issuance of Series B warrants

— — — — 17,700 — — 17,700

Expenses related to the sale of Series B preferred stock and Series A and Series B warrants

— — — — ( 5,694 ) — — ( 5,694 )

Issuance of common stock from exercise of stock options and purchases from employee stock purchase plan — — 202,487 — 91 — — 91

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Balance, December 31, 2025 — $ — 130,184,353 $ 130 $ 452,445 $ ( 202 ) $ ( 321,713 ) $ 130,660

(in thousands, except shares)

(in thousands, except shares) Convertible

Preferred Stock Common Stock Additional

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Comprehensive

Income (Loss)

Income (Loss) Accumulated

Deficit Total

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Stock-based compensation expense — — — — 6,276 — — 6,276

Other comprehensive income — — — — — 43 — 43

Other comprehensive loss

— — — — — ( 36 ) — ( 36 )

Net loss — — — — — — ( 26,433 ) ( 26,433 )

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Change in fair value of royalty monetization liability — ( 30,000 )

Unrealized (gain) loss on equity investments ( 3,349 ) ( 2,003 )

Unrealized gain on equity investments

( 21,052 ) ( 3,349 )

Change in accrued interest and accretion of discount on marketable securities ( 695 ) ( 2,765 )

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Sales/maturities of marketable securities 42,000 128,000

Purchase of long-term equity investment — ( 10,000 )

Purchases of property and equipment — ( 71 )

Software development and other costs — ( 90 )

Net cash provided by (used in) investing activities 54,594 ( 2,581 )

Net cash (used in) provided by investing activities

( 49,854 ) 54,594

Cash flows from financing activities:

Proceeds from private placement financing, net of transaction costs

Proceeds from exercise of options and employee stock purchase plan 91 622

Proceeds from royalty monetization agreement — 30,000

Net cash provided by financing activities 75,207 622

Effect of exchange rates on cash, cash equivalents and restricted cash ( 167 ) —

Net decrease in cash, cash equivalents and restricted cash ( 13,148 ) ( 740 )

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(the “Company”) was incorporated under the laws of the state of Delaware, commenced operations on April 1, 2014, and maintains its principal executive office in New York, New York.

The Company is a biopharmaceutical company that is dedicated to developing small molecule medicines for brain conditions with significant unmet need.

The Company is currently focused on developing OV329, OV350, OV4071, OV4041 and OV888 (GV101) (to be evaluated pending review of emerging data from competitor and academic studies in CCM) (see Part I, Item 1 of the annual report on Form 10-K for the period ended December 31, 2024 for detailed program descriptions).

The Company is a biopharmaceutical company that is dedicated to developing small molecule medicines for brain disorders with significant unmet need.

The Company is currently focused on developing OV329, OV4071, and other undisclosed potential medicines.

See Part I, Item 1 of the annual report on Form 10-K for the period ended December 31, 2025 for detailed program descriptions.

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 the issuance of convertible preferred stock, common stock and other equity instruments, the sale and/or licensing of certain assets and the licensing of certain intellectual property.

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The Company 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, cash equivalents and marketable securities as of December 31, 2024 will be sufficient to fund its current operations through at least 12 months from the date of filing of the Company’s Annual Report on Form 10-K.

Management believes that the Company’s existing cash, cash equivalents and marketable securities as of December 31, 2025 will be sufficient to fund its current operations through at least 12 months from the date of the issuance of these consolidated financial statements.

Adequate additional funding may not be available to the Company on acceptable terms or at all.

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and obtaining regulatory approval of any of the Company’s product candidates, among others.

On February 10, 2025, the Company received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that the average closing bid price of the Company’s shares of common stock was below the closing bid price of $1.00 per share during the last 31 consecutive trading days.

The Company had an initial period of 180 calendar days, or until August 11, 2025, to regain compliance with the minimum bid price requirement.

On August 12, 2025, the Company received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of the Company’s common stock from the Nasdaq Global Select Market to the Nasdaq Capital Market (the “Approval”).

In connection with the Approval, the Company was granted an additional 180-day grace

period, or until February 9, 2026, to regain compliance with the minimum bid price requirement.

On September 11, 2025, the Company received formal notification from Nasdaq that it had regained compliance with the minimum bid price requirement.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The Company classifies its marketable securities with original maturities of less than three months as cash equivalents on its consolidated balance sheets.

The Company classifies its marketable securities with maturities of greater than twelve months as noncurrent assets on it consolidated balance sheets.

Unrealized gains and losses on these securities that are determined to be temporary are reported as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.

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As of December 31, 2025 and 2024, the equity investment in Gensaic had a carrying value of $ 5.1 million.

As of December 31, 2024 and 2023, the equity investment in Graviton had carrying values of $ 15.8 million and $ 11.2 million, respectively, which reflect unrealized gains recognized during the periods and recorded in other income (expense), net, in the consolidated statements of operations due to an observable change in price.

As of December 31, 2025 and 2024, the equity investment in Graviton had a carrying value of $ 36.8 million and $ 15.8 million, respectively, which reflect unrealized gains of $ 21.0 million and $ 4.6 million recorded in other income (expense), net, in the consolidated statements of operations for the periods ended December 31, 2025 and 2024, respectively, due to observable changes in price.

The cumulative unrealized gain on the equity investment in Graviton is $ 26.9 million.

Long-term equity investments also consist of an equity investment in the common shares of Marinus Pharmaceuticals, Inc.

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The equity shares are marked-to-market at each reporting date with changes in the fair value being reflected in the carrying value of the investment on the Company’s consolidated balance sheets and other income (expense), net on the Company’s consolidated statements of operations.

As of December 31, 2024 and 2023, the equity investment in Marinus had a carrying value of approximately $ 0.1 million and $ 1.3 million, respectively.

December 31, 2025 and 2024, the equity investment in Marinus had a carrying value of zero and $ 0.1 million, respectively.

In January 2025, Immedica Pharma, S.A.

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Financial instruments are considered Level 3 when the 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’s Level 3 liabilities consist of a royalty monetization liability totaling $ 0.0 million and $ 30.0 million, respectively, as of December 31, 2024 and 2023.

There were no Level 3 assets as of December 31, 2024 and 2023.

There were no Level 3 assets or liabilities as of December 31, 2025 and 2024.

Previously, the Company’s Level 3 liabilities consisted of a royalty monetization liability.

In 2024, the Company recorded reduction of the fair value of the royalty monetization liability to zero as a result of the improbability that the program would be further developed into a commercial product.

The carrying amounts reported in the consolidated balance sheets for cash, cash equivalents and marketable securities, other current assets, accounts payable, and accrued expenses approximate their fair values based on the short-term maturity of these instruments.

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(H) Property and Equipment

Property and equipment are stated at cost and depreciated over their estimated useful lives of three years using the straight-line method.

Property and equipment are stated at cost and depreciated over their estimated useful lives of three years , or in the case of leasehold improvements, over the remaining life of the relevant lease, using the straight-line method.

Repair and maintenance costs are expensed.

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Many of the assumptions require judgment and any changes could have an impact in the determination of stock-based compensation expense.

The Company elected an accounting policy to record forfeitures as they occur.

The Company elected to record forfeitures as they occur.

The Company recognizes employee stock-based compensation expense based on the fair value of the award on the date of the grant.

The compensation expense is recognized over the vesting period under the straight-line method.

The compensation expense is recognized over the vesting period using the straight-line method.

The Company aggregates employee and nonemployee awards for certain disclosures since nonemployee awards are not material.

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(M) Net Loss per Share

The rights and preferences of the Series A Preferred stock are negligible relative to common stock, therefore the Series A Preferred stock is treated as in-substance common stock on an as-converted basis when allocating Net Income (Loss) to actual and in-substance shares of common stock.

The rights and preferences of the Series A Preferred stock are negligible relative to common stock, therefore the Series A Preferred stock is treated as in-substance common stock on an as-converted basis when allocating net loss to actual and in-substance shares of common stock.

The Company applies the two-class method to allocate earnings between common stock, Series A Preferred stock as well as other securities deemed in-substance common stock and participating securities, if any.

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These safe harbor contributions vest immediately.

For the years ended December 31, 2024 and 2023 the Company contributed $ 0.3 million.

For the years ended December 31, 2025 and 2024 the Company contributed $ 0.2 million and $ 0.3 million, respectively.

(O) Revenue Recognition

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Revenue for performance obligations recognized over time is recognized by measuring the progress toward complete satisfaction of the performance obligations using an input measure.

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.

Nonrefundable 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.

(P) Recent Accounting Pronouncements

(P) Segment Reporting

Under Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

“Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), the Company discloses significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and discloses the title and position of the CODM.

(Q) Common Warrants

The Company has issued freestanding warrants to purchase shares of its common stock in connection with financing activities and accounts for them in accordance with applicable accounting guidance as either liabilities or as equity instruments depending on the specific terms of the warrant agreements.

(R) Recent Accounting Pronouncements

The Company has reviewed recently issued accounting standards and plans to adopt those that are applicable.

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The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, (“ASU 2023-09”), which is effective for annual periods beginning after December 15, 2024.

ASU 2023-09 intends to enhance the transparency as well as usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

The Company has adopted ASU 2023-09 retrospectively and the related disclosures are reflected in Note 9.

The Company adopts new pronouncements relating to GAAP applicable to the Company as they are issued, and based upon the effective dates included in the pronouncements.

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Total property and equipment, net $ 252 $ 433

Depreciation expense was $ 0.4 million for the years ended December 31, 2024 and 2023.

Intangible assets, net of accumulated amortization, were $ 0.1 million and $ 0.2 million as of December 31, 2024 and 2023, respectively, and are included in other assets.

Depreciation expense was $ 0.2 million and $ 0.4 million for the years ended December 31, 2025 and 2024, respectively.

Intangible assets, net of accumulated amortization, were zero and $ 0.1 million as of December 31, 2025 and 2024, respectively, and are included in other assets.

Amortization expense was $ 0.1 million and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively.

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Rent payments commenced ten months following the commencement of the lease, or January 2023, and continue for ten years following the rent commencement date.

The Company issued a letter of

credit in the amount of $ 1.9 million in association with the execution of the lease agreement;

The Company issued a letter of credit in the amount of $ 1.9 million in association with the execution of the lease agreement;

the letter of credit is characterized as restricted cash on the Company’s consolidated balance sheets.

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Pursuant to the Company’s amended and restated certificate of incorporation, as amended, the Company is authorized to issue up to 315,000,000 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”).

The Company has designated 10,000 of the authorized shares of preferred stock as non-voting Series A convertible preferred stock (“Series A Preferred Stock”) and 57,722 of the authorized shares of preferred stock as non-voting Series B convertible preferred stock (“Series B Preferred Stock”).

The holders of common stock are entitled to one vote for each share held.

3 unchanged sentences

The holders of common stock are entitled to liquidation proceeds after all liquidation preferences for the preferred stock are satisfied.

We have an initial period of 180 calendar days, or until August 11, 2025, to regain compliance with the minimum bid price requirement.

There were 1,250 shares of Series A Preferred Stock outstanding as of December 31, 2024 and 2023.

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.

Holders of Series A Preferred Stock are entitled to receive dividends paid to holders of common stock at an equal rate, in the same form, and in the same manner on an as-if-converted basis.

There were 1,250 shares of Series A Preferred Stock outstanding as of December 31, 2024 and 1,250 shares of Series A Preferred Stock optionally converted into a total of 1,250,000 shares of common stock in December 2025.

The Series A Preferred Stock was non-voting and had a liquidation preference such that in the event of a liquidation, dissolution, or winding up of the Company, holders of Series A Preferred Stock would receive a payment equal to $ 0.001 per share of Series A Preferred Stock before any proceeds were distributed to the holders of common stock.

Holders of Series A Preferred Stock were entitled to receive dividends paid to holders of common stock at an equal rate, in the same form, and in the same manner on an as-if-converted basis.

In October 2025, the Company entered into a Securities Purchase Agreement with the purchasers named therein (the “Investors”), pursuant to which the Company issued and sold an aggregate of (i) 57,722 shares of Series B Preferred Stock, (ii) Series A warrants (the “Series A Warrants”) to purchase up to 38,481,325 shares of the Company’s common stock and/or pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”), and (iii) Series B warrants (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase up to 28,861,000 shares of common stock and/or Pre-Funded Warrants to the investors in a private placement (the “2025 Private Placement”).

Each share of Series B Preferred Stock was sold together with a Series A Warrant to purchase up to 666.66 shares of common stock and/or Pre-Funded Warrants (rounded down to next whole share based on each such Investor’s aggregate purchase) and a Series B Warrant to purchase up to 500 shares of common stock and/or Pre-Funded Warrants (together, one “Security”).

The Securities were sold at a purchase price of $ 1,400.00 , which included the purchase of 71 shares of Series B Preferred Stock, 47,333 Series A Warrants, and 35,500 Series B Warrants by the Company’s Executive Chairman, which was approved by the Company’s stockholders at a special meeting in December 2025 (the “Special Meeting”).

Each share of Series B Preferred Stock is convertible into 1,000 shares of common stock and on receipt of stockholder approval at the Special Meeting of an increase of sufficient authorized shares of common stock to enable issuance of common stock on conversion of all of the Series B Preferred Stock, the shares of Series B Preferred Stock became mandatorily convertible, subject to beneficial ownership limitations.

Had any investor been unable to convert all of their Series B Preferred Stock due to beneficial ownership limitations, those shares would be optionally convertible at any time after the mandatory conversion event when their ownership limitation allowed.

The Series B Preferred Stock is non-voting, except for customary protective provisions, and has rights to receive dividends pari passu, on an as-converted basis, if and when the shareholder of common stock received dividend payment.

The Series B Preferred Stock has a liquidation preference equal to the greater of a) $ 1,400 per share plus any declared but unpaid dividends due to stockholders of Series B Preferred Stock or b) the amount due on an as-converted basis while maintaining the seniority of the stock class.

The Warrants each have an exercise price of $ 1.40 per share (the “Exercise Price”).

The Series A Warrants became exercisable upon stockholder approval at the Special Meeting and expire on the earlier of October 6, 2030 or the 30th calendar day following the date on which the Company publicly announces the clearance of the first of any investigational new drug application, clinical trial application or other foreign equivalent with respect to the clinical development of the Company’s OV4071 product candidate.

In the event that beneficial ownership limitations prevent the exercise by an Investor of all or a portion of the Series A Warrants held thereby, such Investor may purchase shares of common stock up to the specified limit and, for the remainder, purchase Pre-Funded Warrants in lieu of shares of common stock.

The Series A Warrants meet the requirements to be recorded in permanent equity.

The Series A Warrants are entitled to dividends on an as-converted basis if and when dividends are paid to common stock, therefore the Series A Warrants meet the definition of participating securities for the purpose of computing earnings per share.

The Series B Warrants expire on October 6, 2030.

In the event that the closing price of the Company’s common stock equals or exceeds 300 % of the Exercise Price (subject to customary adjustments) for 20 of any 30 consecutive trading days, the Company may elect to require exercise of the Warrant for cash.

In the event that beneficial ownership limitations prevent the exercise of all or a portion of the Series B Warrants held thereby upon any such mandatory exercise demand, such Investor will purchase shares of common stock up to the specified limit and, for the remainder, purchase Pre-Funded Warrants.

The Series B Warrants are entitled to dividends on an as-converted basis if and when dividends are paid to common stock, therefore the Series B Warrants meet the definition of participating securities for the purpose of computing earnings per share.

The Company received initial net proceeds of $ 75.1 million from the 2025 Private Placement, after deducting placement agent fees and offering expenses of $ 5.7 million.

The Company may further receive up to $ 94.0 million in additional gross proceeds, assuming exercise in full of the Warrants.

In December 2025, the Company held a special meeting of stockholders, at which the Company’s stockholders approved (a) an amendment to the Company’s amended and restated certificate of incorporation, as amended to date, to increase the number of authorized shares from 125,000,000 to 315,000,000 shares, (b) the issuance of shares of common

stock upon the conversion of the Series B Preferred Stock and the exercise of Series A Warrants and Series B Warrants, and (c) the issuance and sale of Securities to our Executive Chairman.

Stockholder approval of the increase in the number of authorized shares of the Company’s common stock and the issuance of common stock on the conversion of Series B Preferred Stock triggered the mandatory conversion of all of the shares of the Series B Preferred Stock into an aggregate of 57,722,000 shares of common stock.

At December 31, 2025, there were no outstanding shares of Series B Preferred Stock.

The Series A Warrants and the Series B Warrants are now exercisable.

The Company valued the components of the Securities and allocated the issuance costs using relative fair values.

The Series B Preferred Stock was valued at $ 1.79 per underlying common share, which was the close price of the common stock on the financing close date of October 6, 2025 due to the high probability of mandatory conversion within a short period of time.

The Series A Warrants were valued at $ 0.75 per share using a probability-weighted expected return method based on two different expiry periods valued using a Black-Scholes model with corresponding probability for the likelihood of each scenario and Level 3 model inputs.

The Series B Warrants were valued at $ 1.29 using a Monte Carlo simulation model since the timing and payoff are dependent on the Company’s trailing stock price and level 3 inputs.

It is assumed that the Company would trigger a mandatory conversion at the earliest triggering event.

The following table presents the level 3 inputs used in the valuation models:

Series A Warrants Series B

6-month expiry 5-year expiry

Probability 97.5 % 2.5 %

Stock price $ 1.79 $ 1.79 $ 1.79

Strike price $ 1.40 $ 1.40 $ 1.40

Expected volatility 115 % 115 % 115 %

Expected term in years 0.5 5.0

Dividend rate — — —

Risk-free interest rate 3.81 % 3.75 % 3.75 %

Fair value $ 0.73 $ 1.51 $ 1.29

The fair value of the Series B Preferred Stock and the associated allocation of issuance costs was recorded in temporary equity until such time as the stockholder approvals were obtained.

On gaining stockholder approvals the Series B Preferred Stock converted automatically and the temporary equity balances were moved to permanent equity.

The Series A Warrants and Series B Warrants do not have features that disallowed equity treatment and were recorded at relative fair value along with the allocated issuance costs in permanent equity.

The following table summarizes the number of Warrants outstanding and the weighted average exercise price:

Warrants Weighted Average Exercise Price Aggregate Intrinsic Value

(in thousands)

Outstanding, December 31, 2024

Granted 67,342,325 $ 1.40 $ 15,489

Exercised — $ — $ —

Outstanding, December 31, 2025

67,342,325 $ 1.40 $ 15,489

Through December 31, 2025, the Company has not declared or paid any dividends.

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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 may determine in its discretion.

On January 1, 2023, an additional 3,523,344 shares were reserved for issuance under the 2017 Plan.

On January 1, 2024, an additional 3,534,599 shares were reserved for issuance under the 2017 Plan.

An additional 6,509,217 , 0 , and 3,534,600 shares were reserved for issuance under the 2017 Plan on January 1, 2026, 2025, and 2024, respectively.

As of December 31, 2025, there were 4,652,938 shares of the Company’s common stock reserved for issuance under the 2017 Plan.

On January 1, 2025, no additional shares were reserved for issuance under the 2017 Plan.

The Board adopted, and the Company’s stockholders approved, the 2017 employee stock purchase plan (“ESPP”), which became effective on May 4, 2017.

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The number of shares of common stock reserved for issuance under the 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 capital stock outstanding on December 31 of the preceding calendar year, (ii) 550,000 shares or (iii) such lesser number of shares determined by the Board.

The Board acted prior to January 1, 2024 to provide

that there be no increase in the number of shares reserved for issuance under the ESPP.

As of December 31, 2024 and 2023, there were 282,996 and 352,846 shares of the Company’s common stock reserved for issuance under the ESPP.

The Board acted prior to January 1, 2026, 2025 and 2024 to provide that there be no increase in the number of shares reserved for issuance under the ESPP.

As of December 31, 2025 and 2024, there were 206,020 and 282,996 shares of the Company’s common stock reserved for issuance under the ESPP, respectively.

The Board adopted, and the Company’s stockholders approved, the 2014 Equity Incentive Plan (“2014 Plan”), which authorized the Company to grant shares of common stock in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units.

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No additional stock awards will be granted under the 2014 Plan, and all outstanding stock awards granted under the 2014 Plan that are repurchased, forfeited, expire or are cancelled will become available for grant under the 2017 Plan in accordance with its terms.

As of December 31, 2024, options to purchase 1,328,715 shares of common stock were outstanding under the 2014 Plan.

As of December 31, 2025 and 2024, options to purchase 793,833 and 1,328,715 shares of common stock were outstanding under the 2014 Plan, respectively.

Unless specified otherwise in an individual option agreement, stock options granted under the 2014 Plan and 2017 Plan have a ten-year term and a four-year graded vesting period.

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Total unrecognized compensation expense related to stock options was $ 8.3 million and $ 9.1 million as of December 31, 2025 and 2024, respectively.

During the years ended December 31, 2024 and 2023, the Company recognized no expense for performance-based option awards.

The Company granted 348,575 RSUs during the year ended December 31, 2024.

No RSUs were granted by the Company in prior periods.

The RSUs granted will vest in equal installments over three years beginning in the first quarter of 2025.

The Company granted 327,326 and 348,575 RSUs during the years ended December 31, 2025 and 2024.

The RSUs vest in equal installments over three years on the grant date anniversary for all executive awards and 2025 non-executive awards and annually on January 1st for the 2024 non-executive awards.

The Company’s stock-based compensation expense was recognized in operating expenses as follows:

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Stock options and RSUs $ 4,769 $ 6,212

Employee Stock Purchase Plan 65 57

Total $ 4,807 $ 6,276

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Life in Years Aggregate

Options outstanding at December 31, 2022

12,961,238 $ 4.13 7.42 $ 62,158

Vested and exercisable at December 31, 2022

6,742,890 $ 5.05 6.20 $ 61,214

(in thousands)

Options outstanding December 31, 2023 15,124,546 $ 3.87 6.90 $ 5,213

Vested and exercisable December 31, 2023 9,649,094 $ 4.47 5.97 $ 2,465

Granted 4,699,810 2.58 5.87

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Options outstanding December 31, 2024 15,341,356 $ 3.49 5.87 $ —

15,124,546 $ 3.87 6.90 $ 5,212,586

Vested and exercisable at December 31, 2023

9,649,094 $ 4.47 5.97 $ 2,464,620

Vested and exercisable December 31, 2024 9,652,613 $ 4.07 5.87 $ —

Granted 4,152,650 0.64

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Options outstanding December 31, 2025 17,613,352 $ 2.68 6.56 $ 5,332

15,341,356 $ 3.49 5.87 $ —

Vested and exercisable at December 31, 2024

9,652,613 $ 4.07 5.87 $ —

Vested and exercisable December 31, 2025 11,042,865 $ 3.49 5.25 $ 1

At December 31, 2025, there was $ 8.3 million of unamortized stock-based compensation expense, which is expected to be recognized over a remaining average vesting period of 2.39 years.

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On each of August 10, 2015 and February 22, 2019 the Company experienced an ownership change.

The Company anticipates a significant portion of its pre-change NOLs to be limited, however has not yet completed a formal Section 382 analysis subsequent to the last ownership change.

The Company anticipates a significant portion of its pre-change NOLs to be limited, however has not completed a formal Section 382 analysis subsequent to the last ownership change.

The Company maintains a full valuation allowance against its net deferred tax assets.

The valuation allowance decreased by $ 3.2 million for the year ended December 31, 2024 and increased by $ 18.9 million for the year ended December 31, 2023.

The increase in valuation allowance in 2023 is primarily due to the royalty monetization liability, increase in stock-based compensation and increase in capitalized research and experimental costs.

The valuation allowance increased by $ 1.6 million for the year ended December 31, 2025 and decreased by $ 3.2 million for the year ended December 31, 2024.

The increase in valuation allowance in 2025 was primarily due to increase in net operating loss carryovers, offset by decrease in various other temporary and permanent differences.

Loss before income taxes resulting from operations is as follows:

(in thousands) 2025 2024

Domestic $ ( 17,775 ) $ ( 25,058 )

Foreign 361 ( 1,375 )

Pretax loss from operations $ ( 17,414 ) $ ( 26,433 )

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows:

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Lease liability 2,890 3,324

Royalty monetization liability — 8,428

Research and development tax credits 2,206 2,229

2 unchanged sentences

Right-of-use asset ( 2,501 ) ( 2,883 )

Other ( 1,103 ) ( 435 )

Total gross deferred tax assets/liabilities 89,474 92,629

Unrealized gain on long-term equity investment

( 5,612 ) ( 1,103 )

Total net deferred tax assets/liabilities

91,094 89,474

Valuation allowance ( 91,094 ) ( 89,474 )

Net deferred tax assets (liabilities) $ — $ —

A reconciliation of the statutory U.S.

Federal rate to the Company’s effective tax rate is as follows:

Federal income tax benefit at statutory rate 21.00 21.00

State income tax, net of federal benefit ( 26.01 ) 9.12

Foreign rate differential 0.31 —

Permanent items ( 1.70 ) ( 1.32 )

Change in valuation allowance 11.13 ( 29.23 )

Research and development tax credits — 1.05

A reconciliation of the amounts at the U.S.

federal statutory rate to the Company’s effective income tax rate is as follows:

December 31, 2025 December 31, 2024

(in thousands) Amount Percent Amount Percent

federal statutory tax rate

$ ( 3,657 ) 21.0 % $ ( 5,525 ) 21.0 %

State and local income taxes, net of federal income tax effect

Foreign tax effects

Changes in valuation allowance

( 55 ) 0.3 % 370 ( 1.4 ) %

( 21 ) 0.1 % ( 81 ) 0.3 %

Effect of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws

— — % 99 ( 0.4 ) %

Changes in valuation allowances

2,686 ( 15.4 ) % 3,391 ( 12.9 ) %

Nontaxable or nondeductible items

Stock-based awards

1,188 ( 6.8 ) % 1,526 ( 5.8 ) %

7 — % 164 ( 0.6 ) %

Changes in unrecognized tax benefits

Other adjustments

Other ( 52 ) 0.3 % 55 ( 0.2 ) %

Effective income tax expense rate 0.00 % 0.00 %

Effective income tax rate

$ 98 ( 0.5 ) % $ — 0.0 %

The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies related to the tax benefit.

For the years ended December 31, 2025 and 2024, the Company had no unrecognized tax benefits or related interest and penalties accrued.

The Company would recognize both accrued interest and penalties related to unrecognized benefits in provision for income taxes.

The Company would recognize both accrued interest

and penalties related to unrecognized benefits in provision for income taxes.

The Company’s uncertain tax positions yet to be determined would be related to years that remain subject to examination by relevant tax authorities.

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Northwestern University License Agreement

related methods of use for such compound, along with certain know-how related to the practice of the inventions claimed in the Northwestern Patent Rights.

In December 2016, the Company entered into a license agreement (“Northwestern Agreement”) with Northwestern University (“Northwestern”), pursuant to which Northwestern granted the Company an exclusive, worldwide license to patent rights of certain inventions (“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 Patent Rights.

The Company is developing OV329 under this agreement.

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Northwestern may terminate the agreement for the Company’s uncured material breach or insolvency.

The Company incurred licensing expenses related to Northwestern of $ 20,000 and $ 100,000 in the years ended December 31, 2025 and 2024, respectively.

The second milestone of $ 100,000 due under the license agreement was triggered by a time limit to start a phase 2 trial and was recorded as research and development expense in 2024.

AstraZeneca AB License Agreement

In December 2021, the Company entered into an exclusive license agreement with AstraZeneca AB (“AstraZeneca”), for a library of early-stage small molecules targeting the KCC2 transporter, including lead candidate OV350.

Upon execution of the agreement, the Company was obligated to pay an upfront cash payment of $ 5.0 million and issued shares of the Company’s common stock in an amount that equaled $ 7.3 million based on the volume-weighted average price of shares of the Company’s common stock for the 30 business days immediately preceding the execution date of the transaction.

Since the intangibles acquired in the AstraZeneca license agreement do not have an alternative future use, all costs incurred were treated as research and development expense.

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The Company also retained rights to invest in future equity financing rounds.

Jeremy Levin, the Company’s Chairman and CEO, is currently the Chairman of Gensaic’s board of directors.

Jeremy Levin, the Company’s Executive Chairman, is currently the Chairman of Gensaic’s board of directors.

The Gensaic Collaboration Agreement involves the research and development of Gensaic’s proprietary platform for certain rare central nervous system (“CNS”) disorder targets.

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In May 2023, the Company identified a lead PDP candidate for further research and provided $ 3.5 million to Gensaic to support the approved research plan and budget.

The amount is expensed as the research and development occurs with the remaining amount included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

The balance of the previously provided research funds was $ 1.0 million and $ 2.5 million as of December 31, 2024 and 2023, respectively.

Research and development expense was $ 1.5 million and $ 1.1 million during the years ended December 31, 2024 and 2023, respectively.

If a product is ultimately commercialized under this agreement, the Company is required to make tiered royalty payments to Gensaic in the mid-single to low double-digit range based on the net sales of all licensed PDP products during the royalty term.

The amount is expensed as the research and development occurs with the remaining amount included in prepaid expenses and other current assets in the consolidated balance sheets.

The balance of the previously provided research funds was $ 1.0 million as of December 31, 2025 and 2024.

Research and development expense was zero and $ 1.5 million during the years ended December 31, 2025 and 2024, respectively.

If a product is ultimately commercialized under the Gensaic Collaboration Agreement, the Company is required to make tiered royalty payments to Gensaic in the mid-single to low double-digit range based on the net sales of all licensed PDP products during the royalty term.

The Company is also responsible for potential tiered milestone payments of up to $ 452.0 million based upon the achievement of certain sales milestone events and developmental milestone approvals for three or more products.

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The Company would no longer be required to pay Gensaic royalty or milestone payments if Gensaic elects to exercise its option.

The Company may terminate this agreement by providing written notice to Gensaic 90 days in advance of the termination date.

In March 2025, Novo Nordisk invested in Gensaic’s novel protein design technology with the aim to discover tissue targeting ligands and develop new therapeutic candidates to treat cardiometabolic disease.

Under the agreement, Gensaic is eligible to receive up to $ 354 million in upfront payments, development and commercial milestones per target plus tiered royalties.

As of December 31, 2024, none of these contingent payments were considered probable.

The Company may terminate the Gensaic Collaboration Agreement by providing written notice to Gensaic 90 days in advance of the termination date.

As of December 31, 2025, none of the contingent payments are considered probable.

In January 2026, the Company and Gensaic executed an amendment which provided, among other changes to the original agreement, (a) the ability for the Company to apply the remaining prepaid research balance of $ 1.0 million to a new research project that may or may not be limited to PDP products and (b) provide an option at the end of the research project to enter into exclusive negotiations to enter into a license and development agreement with associated compensation.

Any newly negotiated license and development agreement and compensation would supersede the original milestone and royalty schedules.

Non-Operating Loss

During the quarter ended September 30, 2024, the Company was the victim of a criminal scheme involving a business email compromise at one of its development collaborators, which led to a fraudulent transfer totaling $ 1.8 million to a third-party impersonating one of the Company’s development collaborators.

The matter was reported to the U.S.

Secret Service and Federal Bureau of Investigation and a loss was recorded in Other income (expense) in the Consolidated Statement of Operations.

The Company continued to work with law enforcement authorities and the banks involved in the funds transfer to pursue recovery of the $ 1.8 million, but had no assurance of recovery until January 15, 2025, when the Company fully recovered the $ 1.8 million and intends to record a gain in Other income (expense) in the Consolidated Statement of Operations in the first quarter of 2025.

A loss was recorded in Other income (expense) in the Consolidated Statement of Operations.

The Company subsequently recovered the funds in full and recorded a gain in Other income (expense) in the Consolidated Statement of Operations in 2025.

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.

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.

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In January 2017, the Company entered into a license and collaboration agreement with Takeda under which the Company licensed from Takeda certain exclusive rights to develop and commercialize soticlestat in certain territories.

In March 2021, the Company entered into the RLT Agreement with Takeda, pursuant to which Takeda secured rights to the Company’s 50 % global share in soticlestat, 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 soticlestat for the treatment of developmental and epileptic encephalopathies, including Dravet syndrome and Lennox-Gastaut syndrome.

In March 2021, the Company entered into the Royalty, License, and Termination ("RLT") Agreement with Takeda, pursuant to which Takeda secured rights to the Company’s 50 % global share in soticlestat, 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 soticlestat for the treatment of developmental and epileptic encephalopathies, including Dravet syndrome and Lennox-Gastaut syndrome.

Under the RLT Agreement, all rights in soticlestat 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 milestone payments or any future development and commercialization costs.

In March 2021, upon the closing of the RLT Agreement, the Company received a non-refundable upfront payment of $ 196.0 million and was eligible to receive up to an additional $ 660.0 million upon Takeda achieving developmental, regulatory and sales milestones.

Takeda assumed all responsibility for, and costs of, both development and commercialization of soticlestat, and the Company no longer had any financial obligation to Takeda under the original collaboration agreement.

In March 2021, upon the closing of the RLT Agreement, the Company received a nonrefundable upfront payment of $ 196.0 million and was eligible to receive up to an additional $ 660.0 million upon Takeda achieving developmental, regulatory and sales milestones.

Additionally, the Company was entitled to receive tiered royalties beginning in the low double-digits, and up to 20 % on sales of soticlestat if regulatory approval was achieved.

In 2023, the Company sold a 13 % stake in the royalty, regulatory and commercial milestone payments that the Company was eligible to receive under the RLT Agreement to Ligand for $ 30.0 million.

In 2023, the Company sold a 13 % stake in the royalty, regulatory and commercial milestone payments that the Company was eligible to receive under the RLT Agreement to Ligand Pharmaceuticals, Inc.

for $ 30.0 million.

During the years ended December 31, 2025 and 2024, no income or expense was recognized pursuant to the RLT Agreement.

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In January 2025, Takeda discontinued the program.

Healx License and Option Agreement

In February 2022, the Company entered an exclusive license option agreement (“Healx License and Option Agreement”) with Healx, Ltd.

Under the terms of the Healx License and Option Agreement, Healx secured a one-year option to investigate gaboxadol (“OV101”) as part of a potential combination therapy for Fragile X syndrome in a Phase 1B/2A clinical trial, as well as a treatment for other indications, for an upfront payment of $ 0.5 million, and fees to support prosecution and maintenance of the Company’s relevant intellectual property rights.

At the end of the one-year option period, Healx had the option to secure rights to an exclusive license under the Company’s relevant intellectual property rights, in exchange for an additional payment of $ 2.0 million, development and commercial milestone payments, and low to mid-tier double-digit royalties.

In February 2023, the Company granted an extension of the option period for up to four months for Healx to continue to investigate gaboxadol.

Royalties on net sales, if any, 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.

Healx will assume all responsibility for, and costs of, both development and commercialization of gaboxadol following the exercise of the option.

The Company will retain the option to co-develop and co-commercialize the program with Healx (“Ovid Opt-In Right”), at the end of a positive readout of clinical Phase 2B and would share net profits and losses in lieu of the milestones and royalty payments.

If the Ovid-Opt-In Right were exercised, the Company would be required to pay Healx 50 % of development costs.

The Company does not plan to conduct further trials of gaboxadol.

The term of the Healx License and Option Agreement will continue until the later of (a) the expiration of all relevant royalty terms, or in the event that Healx does not exercise its option during the option period defined in the Healx License and Option Agreement (“Option Period”), the expiration of such period, or (b) in the event that Healx does exercise its option during the Option Period, and the Company does not exercise the Ovid Opt-In Right during the period of time it has to opt-in (“Opt-In Period”) or the opt-in terms are otherwise terminated, upon the expiration of all payment obligations, or (c) in the event that Healx does exercise the Option during the Option Period, and the Company does exercise the Ovid Opt-In Right during the Opt-In Period, such time as neither Healx nor the Company is continuing to exploit gaboxadol.

Further, if the Company exercises the Ovid Opt-In Right to co-develop and co-commercialize the program, it will owe an equal share of any net profits to a third party with which it previously established a licensing agreement.

If the Company does not exercise the Ovid Opt-In Right, it will owe the third party an equal share of all milestone and royalty payments received.

In June 2023, the Company entered into an amendment to the Healx License and Option Agreement whereby revisions were made to terms regarding the timing of the option exercise fee payable by Healx to the Company, the clinical and regulatory milestone payment structure, and the royalty payment structure.

Additionally, the parties agreed that following the exercise of the option, Healx would assume direct responsibility for patent maintenance and prosecution and that the Company would transfer to Healx all supply obligations with respect to the active pharmaceutical ingredient and finished gaboxadol products and any related licensed technology and know-how in the Company’s possession that is relevant to the manufacture of such licensed products.

No revenue was recognized relating to this agreement during the years ended December 31, 2024 and 2023.

Marinus Pharmaceuticals Out-License Agreement

In March 2022 the Company entered into an exclusive patent license agreement with Marinus (“Marinus License Agreement”).

develop, make, have made, commercialize, promote, distribute, sell, offer for sale and import licensed products in the territory (which consists of the United States, the European Economic Area, United Kingdom and Switzerland) for the treatment of CDKL5 deficiency disorders.

Under the Marinus License Agreement, the Company granted Marinus an exclusive, non-transferable (except as expressly provided therein), royalty-bearing right and license under certain Ovid patents relating to ganaxolone to develop, make, have made, commercialize, promote, distribute, sell, offer for sale and import licensed products in the territory (which consists of the United States, the European Economic Area, United Kingdom and Switzerland) for the treatment of CDKL5 deficiency disorders.

Following the date of regulatory approval by the FDA of the first licensed product in the territory which was received on March 18, 2022, Marinus issued, at the Company’s option, 123,255 shares of Marinus common stock, par value $ 0.001 per share, as payment.

The Marinus License Agreement also provides for payment of royalties from Marinus to the Company in single-digits on net sales of each such licensed product sold.

The Company recorded revenue and an associated investment in equity securities of approximately $ 0.9 million related to the Marinus License Agreement in March 2022, based on the price of Marinus common stock at that time.

The Company had unrealized losses on the Marinus common stock of $ 1.3 million and $ 0.8 million, respectively, for the years ended December 31, 2024 and 2023, which were recorded as unrealized gains (losses) on equity securities and reflected in other income (expenses), net in the consolidated statements of operations.

Marinus was acquired by Immedica, S.A.

in February 2025.

The Company recorded unrealized losses in other income (expenses), net in the consolidated statements of operations reflecting changes in the value of the Company's equity holding of $ 1.3 million for the year ended December 31, 2024.

In February 2025, Immedica closed a cash purchase of Marinus, resulting in the sale of the Company's equity position in Marinus for $ 70,000 .

In June 2025, the Company entered into an amendment to the Marinus License Agreement with Immedica wherein the parties agreed to replace ongoing royalty payment obligations and add additional licensing for a one-time payment of $ 7.0 million, which was remitted to the Company pursuant to the agreement within 10 days of execution and recognized as revenue in 2025.

The Company immediately recognized $ 6.3 million of the $ 7.0 million revenue related to the royalties and existing licenses.

The remaining $ 0.7 million was related to a six-month option for Marinus to include additional patent assignments or expansion of the territory or field of use.

The Company initially recorded the value of the option as deferred revenue until the option period lapsed in 2025 without the addition or transfer of any additional licenses.

On expiry of the option, the Company recorded the deferred revenue as revenue.

Graviton License Agreement and Equity Purchase

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For a description of the RLT Agreement, see Note 11.

In the 2025 Private Placement, Dr.

Levin, our Executive Chairman, purchased 71 shares of Series B Preferred Stock, 47,333 Series A Warrants, and 35,500 Series B Warrants for an aggregate purchase price of approximately $ 99,000 .

For additional information on the 2025 Private Placement, see Note 7.

NOTE 13 – NET LOSS PER SHARE

The basic and diluted net 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 its preferred stock to be in-substance common stock (Note 2).

The Series A Preferred stock was excluded from the calculation of net loss per share and presented as anti-dilutive in prior periods, but is deemed in-substance common stock and is now reflected as a class of common stock for purposes of calculating net loss per share for the years ended December 31, 2024 and 2023.

The impact of the change to previously reported net loss per share is not material.

The Company considers its Series A Preferred Stock to be in-substance common stock (Note 2), and is reflected as a class of common stock for purposes of calculating net loss per share.

While there were no shares of Series A Preferred Stock outstanding at December 31, 2025, the conversion of the Series A Preferred Stock occurred in December 2025 and the weighted average shares outstanding for 2025 are used in calculating net loss per share.

The Series B Preferred Stock and the Warrants are participating securities.

Basic net loss per common share is calculated based upon the allocation of net loss to the weighted-average number of common shares outstanding during the period, excluding outstanding stock options that have not yet vested, and weighted-average number of shares of Series A Preferred Stock outstanding during the period on an as-converted basis.

For any period in which the Company records net income, diluted net income per share is calculated in the same manner as basic net loss per share, except that diluted net loss per common share includes outstanding common stock and common shares underlying outstanding options in the number of shares used to allocate net loss to share classes and as the denominator in calculating net loss per common share - diluted.

For any period in which the Company records net income, diluted net income per share is calculated in the same manner as basic net loss per share, except that the Series B Preferred Stock and the Warrants are participating and are therefore included in the allocation of net income and the calculation of net income per share.

Diluted net income per common share includes outstanding common stock, common shares underlying outstanding options and unvested RSUs in the number of shares used to allocate net loss to share classes and as the denominator in calculating net loss per common share - diluted.

Diluted net loss per common share is equivalent to the basic net loss per common share due to the exclusion of outstanding stock options because the inclusion of these securities would result in an anti-dilutive effect on per common share amounts.

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Stock options to purchase common stock 17,613,352 15,341,356

Common stock issuable upon conversion of Series A Preferred Stock

Common stock issuable upon exercise of Series A Warrants

Common stock issuable upon exercise of Series B Warrants

Unvested restricted stock units 420,080 194,075

85,375,757 16,785,431

NOTE 14 – SEGMENT REPORTING

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, “Segment Reporting (Topic 280),” which requires companies to enhance disclosure of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, and permits more than one measure of segment profit or loss to be reported under certain conditions.

The amendments are effective for the Company in years beginning after December 15, 2023, and interim periods within years beginning after December 15, 2024.

The Company has determined that it operates as one segment focused on developing medicines for brain conditions with significant unmet need.

The Company has determined that it operates as one segment focused on developing medicines for brain disorders with significant unmet need.

The Company’s pre-commercial development drug candidates have similar economic and other characteristics, including all being in the small molecule therapeutic class that share target markets, development pathways, and regulatory environments.

The Chief Operating Decision Maker (“CODM”) is the Chairman and Chief Executive Officer (“CEO”), who reviews profit and loss information on a consolidated basis to assess performance and make operating and planning decisions, including resource allocations among active programs.

The determination of the single segment is consistent with the information provided to the CEO.

As the Company’s operations are comprised of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets”.

Segment asset information is not used by the CODM to allocate resources.

The following tables summarize the Company’s segment information as presented to the CEO and as required in ASU 2023-07 for the periods indicated:

The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”), who reviews profit and loss information on a consolidated basis to assess performance and make operating and planning decisions, including resource allocations among active programs.

The determination of the single segment is consistent with the information provided to the CODM.

As the Company’s operations are comprised of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets.” Segment asset information is not used by the CODM to allocate resources.

The following tables summarize the Company’s segment information as presented to the CODM for the periods indicated:

For the Year Ended December 31,

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Direct program expenses

OV350/KCC2 library 8,785 2,656

OV888 (GV101) 8,212 3,788

KCC2 library 8,567 8,785

OV329 5,744 4,485

OV888 (GV101) ( 224 ) 8,212

Gensaic projects — 1,493

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Operating loss ( 42,439 ) ( 61,885 )

Other (income) expense ( 35,452 ) ( 6,943 )

Other (income) expense, net

25,026 35,452

Net loss $ ( 17,414 ) $ ( 26,433 )

Other research and development expenses include general office expenses allocated to research and development, b including costs related to rent and depreciation of leasehold improvements, and nonclinical contract labor.

Other income/expense includes decrease in fair value of royalty monetization liability, loss on fraudulent funds transfer, unrealized net gain on equity investments and interest/accretion income on securities.

The program expense for OV888 is negative for the period ended December 31, 2025 because the Company recognized a contra-expense upon settlement of the amounts due to its collaboration partner and on reversal of an immaterial accrual estimate on final determination of amounts owed.

Other research and development expenses include general office expenses allocated to research and development, including costs related to rent and depreciation of leasehold improvements, and nonclinical contract labor.

Other income/expense includes decrease in fair value of royalty monetization liability, gain/loss on fraudulent funds transfer, unrealized net gain on equity investments and interest/accretion income on securities.

Other significant segment information includes:

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Severance expense 882 3,508

Gain from recovery of fraudulent funds transfer

Loss on fraudulent funds transfer — 1,800

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Depreciation and amortization 273 613

NOTE 15 – SUBSEQUENT EVENTS

Subsequent to December 31, 2025, Ovid sold 1,500,000 shares of common stock through the Company’s at-the-market offering program, resulting in gross proceeds of $ 2.4 million before deducting sales agent fees and other offering expenses.

On March 18, 2026, the Company publicly announced that it received approval from Human Research Ethics Committee and acknowledgment of the Company’s Clinical Trial Notification from the Australian Therapeutic Goods Administration to initiate the Phase 1 clinical trial of OV4071 in Australia.

Accordingly, pursuant to the terms of the Series A Warrants, the Series A Warrants will expire on April 17, 2026, if not exercised in full.

On March 17, 2026, the Company entered into a Securities Purchase Agreement with the purchasers named therein (the “Investors”), pursuant to which the Company agreed to issue and sell an aggregate of 19,154,321 shares of common stock at a purchase price of $ 2.01 per share and, in lieu of common stock, pre-funded warrants to purchase up to 10,701,710 shares of common stock at a purchase price of $ 2.009 for each pre-funded warrant.

The pre-funded warrants have an exercise price of $0.001 per share and will be immediately exercisable.

Subject to customary closing conditions, the Company expects to receive gross proceeds of $ 60.0 million before deducting placement agent fees and transaction costs.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures