Ovid Therapeutics Inc. (Form: S-8, Received: 03/18/2026 16:49:38)

As filed with the Securities and Exchange Commission on March 18, 2026

Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

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Ovid Therapeutics Inc.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________


Delaware						46-5270895
(State or other jurisdiction of incorporation or organization)						(IRS employer identification number)

441 Ninth Avenue, 14th Floor

New York, New York 10001

(Address of Principal Executive Offices) (Zip Code)

2017 Equity Incentive Plan

(Full title of the plan)

Chief Executive Officer and President

Ovid Therapeutics Inc.

441 Ninth Avenue, 14th Floor New York, New York 10001

(Name, address, including zip code and telephone number, including area code, of agent for service)


Copies to:
Jeffrey Rona Chief Business and Financial Officer Ovid Therapeutics Inc. 441 Ninth Avenue, 14th Floor New York, New York 10001 (646) 661-7661			Laura A. Berezin Jaime L. Chase Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004 (206) 452-8700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-accelerated Filer

☒

Smaller Reporting Company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Ovid Therapeutics Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering an additional 6,509,217 shares of common stock under the Ovid Therapeutics Inc. 2017 Equity Incentive Plan (the “Plan”).

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Securities and Exchange Commission (the “Commission”):

(a)the contents of the Registrant’s Registration Statements on Form S-8, previously filed with the Commission on May 22, 2017 (File No. 333-218167), March 29, 2018 (File No. 333-224033), August 7, 2019 (File No. 333-233101), March 11, 2020 (File No. 333-237098), March 17, 2021 (File No. 333-254420), March 15, 2022 (File No. 333-263562), as amended by that certain Post-Effective Amendment No. 1, dated March 16, 2022 (File No. 333-263562), May 5, 202 3 (File No. 333-271704) and May 14, 2024 (File No. 333-279405);

(b)the Registrant’s Annual Report on Form 10-K (File No. 001-38085) for the year ended December 31, 2025, filed with the Commission on March 18, 2026 (the “Annual Report”); and

(c)the description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form 8-A (File No. 001-38085), filed with the Commission on May 4, 2017, including any amendment thereto or report filed for the purpose of updating such description, including Exhibit 4.2 to the Annual Report.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. The Registrant is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on March 18, 2026.


			OVID THERAPEUTICS INC.

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

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Margaret Alexander and Jeffrey Rona, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Margaret Alexander

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 18, 2026

Margaret Alexander

/s/ Jeffrey Rona

Chief Business and Financial Officer

(Principal Financial and Accounting Officer)

March 18, 2026

Jeffrey Rona

/s/ Jeremy M. Levin, DPhil, MB BChir

Executive Chairman

March 18, 2026

Jeremy M. Levin, DPhil, MB BChir

/s/ Karen Bernstein, PhD

Director

March 18, 2026

Karen Bernstein, PhD

/s/ Barbara Duncan

Director

March 18, 2026

Barbara Duncan

/s/ Kevin Fitzgerald, PhD

Director

March 18, 2026

Kevin Fitzgerald, PhD

/s/ Bart Friedman

Director

March 18, 2026

Bart Friedman

/s/ Stelios Papadopoulos

Director

March 18, 2026

Stelios Papadopoulos

0001636651EX-FILING FEESN/AsharesusDollarsPerShareiso4217:USDutr:Rate00016366512026-03-182026-03-18000163665112026-03-122026-03-1200016366512026-03-122026-03-12

CALCULATION OF REGISTRATION FEE

Ovid Therapeutics Inc.

Table 1: Newly Registered and Carry Forward Securities


	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price per Share		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Newly Registered Securities
1	Equity	Common Stock, par value $0.001 per share	Rule 457(c) and 457(h)	6,509,217	$	2.08	$	13,539,172	$	0.00013810	$	1,869.76
	Total Offering Amounts						$	13,539,172			1,869.76
	Total Fee Offsets										—
	Net Fee Due										$	1,869.76

1Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”) that become issuable under the 2017 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. The “Amount Registered” represents additional shares of Common Stock reserved for future issuance under the Plan as a result of the automatic increase in shares reserved thereunder on January 1, 2026 pursuant to the terms of the Plan. The Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the Plan commencing on January 1, 2018 and ending on (and including) or January 1, 2027 in an amount equal to the lesser of (a) 5% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year and (b) a number of shares of Common Stock designated by action of the Registrant’s board of directors prior to the first day of any calendar year. The “Proposed Maximum Offering Price Per Share” and “Maximum Aggregate Offering Price” are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act based on a per share price of $2.08, the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Capital Market on March 11, 2026.

Table 2: Fee Offset Claims and Sources

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rules 457(b) and 0-11(a)(2)

Fee Offset Claims

N/A

Fee Offset Sources

N/A

Rule 457(p)

Fee Offset Claims

N/A

Fee Offset Sources

N/A

Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 t: (202) 842-7800 f: (202) 842-7899 cooley.com Jaime L. Chase +1 202 728 7096 jchase@cooley.com March 18, 2026 Ovid Therapeutics Inc. 441 Ninth Avenue, 14th Floor New York, New York 10001 Ladies and Gentlemen: We have acted as counsel to Ovid Therapeutics Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 6,509,217 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”). In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plan and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Ovid Therapeutics Inc. March 18, 2026 Page Two Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 t: (202) 842-7800 f: (202) 842-7899 cooley.com This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. Sincerely, COOLEY LLP By: /s/ Jaime L. Chase Jaime L. Chase

EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated March 18, 2026, with respect to the consolidated financial statements of Ovid Therapeutics Inc. and subsidiaries, incorporated herein by reference. /s/ KPMG LLP New York, New York March 18, 2026


Exhibit Number						Exhibit Description
4.1						Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38085), filed with the Commission on May 14, 2017).

4.2						Certif icate of Amendment to Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 3330- 292151), filed with the Commission on December 15, 2025).

4.3						Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, as corrected (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).

4.4						C ertificate 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).

4.5						A mended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38085), filed with the Commission on October 3, 2025).

5.1						Opinion of Cooley LLP.

23.1						Consent of Independent Registered Public Accounting Firm.

23.2						Consent of Cooley LLP (included in Exhibit 5.1).

24.1						Power of Attorney (included on the signature page to this Registration Statement).

99.1						2 017 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.12 to the Registrant’s Registration Statement on Form S-8 (File No. 333-218167), filed with the Commission on May 22, 2017).

107						Filing fee table.