Ovid Therapeutics Announces Pricing of Private Placement Totaling up to $175 Million in Gross Proceeds

Rhea-AI Summary

Ovid Therapeutics (NASDAQ: OVID) announced a private placement (PIPE) expected to raise up to $175 million in gross proceeds, including initial gross proceeds of approximately $81 million, before fees and expenses. The PIPE is expected to close on or about October 6, 2025, subject to customary conditions and stockholder approvals.

The financing sells 57,722 shares of Series B preferred, Series A warrants to purchase 38,481,325 common shares and Series B warrants to purchase 28,861,000 common shares. If all preferred conversions and warrants are exercised for cash, Ovid would receive aggregate additional proceeds and issue a total of 125,064,325 common shares. The Company expects existing cash plus initial PIPE proceeds to fund operations into 2028.

Positive

• Initial closing of approximately $81 million expected
• Potential total PIPE proceeds of $175 million
• Cash runway expected to fund operations into 2028
• Warrants exercisable could provide aggregate $94.3 million

Negative

• Issuance of 125,064,325 common shares upon full conversion/exercise
• Conversion and warrant exercise require stockholder approval
• Warrant mandatory exercise tied to specified stock trading prices

Insights

Capital Markets Strategist

Ovid secures up to $175M via a PIPE; initial $81M expected to fund operations into 2028.

The financing sells 57,722 shares of Series B preferred and related warrants that, if converted and exercised, would create an aggregate of 125,064,325 common shares.

What it means: the company receives immediate non‑public capital (initial $81M) to fund R&D and operations through 2028, while the structure creates significant potential dilution via conversion and warrants.

Why it matters: the raise materially extends the cash runway and supports the clinical pipeline, but the large potential share issuance and long‑dated warrants are critical capital‑structure items to monitor; closing is expected on or about October 6, 2025.

Initial closing of approximately $81 million expected to fund current operating plan and clinical pipeline into 2028, with potential for up to $94 million in additional proceeds upon exercise of issued warrants

NEW YORK, Oct. 03, 2025 (GLOBE NEWSWIRE) -- Ovid Therapeutics Inc. (Nasdaq: OVID), a biopharmaceutical company dedicated to developing small molecule medicines for brain conditions with significant unmet need, today announced that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds of up to $175 million to the Company, including initial gross proceeds of approximately $81 million, in each case before placement agent fees and offering expenses. The PIPE financing is expected to close on or about October 6, 2025, subject to satisfaction of customary closing conditions.

The PIPE financing included participation from new investors Janus Henderson Investors, RA Capital Management, Eventide Asset Management, Coastlands Capital, Blue Owl Healthcare Opportunities, Balyasny Asset Management, Saturn V Capital and Ally Bridge Group, alongside existing investors including ADAR1 Capital Management and Affinity Healthcare Fund, LP, as well as new and existing large investment management firms.

Pursuant to the terms of the securities purchase agreement, the Company is selling an aggregate of (i) 57,722 shares of its Series B non-voting convertible preferred stock (the “Series B Preferred Stock”), (ii) Series A warrants (the “Series A Warrants”) to purchase 38,481,325 shares of its common stock and/or pre-funded warrants (the “Pre-Funded Warrants”) and (iii) Series B warrants to purchase 28,861,000 shares of its common stock and/or Pre-Funded Warrants (the “Series B Warrants”). Each share of Series B Preferred Stock is being sold together with a Series A Warrant to purchase 666.66 shares of common stock and/or Pre-Funded Warrants (rounded down to next whole share based on each investor’s aggregate purchase) and a Series B Warrant to purchase 500 shares of common stock and/or Pre-Funded Warrants, referred to collectively as a “Security.” The Security will be sold at a purchase price of $1,400.00 per Security. The Series A Warrants and Series B Warrants will each have an exercise price of $1.40 per share.

The shares of Series B Preferred Stock are convertible into an aggregate of 57,722,000 shares of the Company’s common stock, with each share of Series B Preferred Stock being convertible into 1,000 shares of common stock, subject to the approval of the Company’s stockholders and certain beneficial ownership limitations set by each holder.

The Series A Warrants will be exercisable following receipt of approval by the Company’s stockholders and will terminate upon the earlier of (a) 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 and (b) October 6, 2030. The Series B Warrants will be exercisable following receipt of Ovid stockholder approval and will terminate on October 6, 2030, subject to the mandatory exercise requirement, which requires the holder to exercise of Series A Warrants upon achievement of certain stock trading prices of the Company’s common stock. Subject to the satisfaction of the applicable conditions precedent and assuming the exercise of all the Series A Warrants and Series B Warrants for cash, the Company will receive aggregate gross proceeds of $94.3 million. Assuming the satisfaction of the applicable conditions precedent, the conversion of all shares of Series B Preferred Stock and the exercise of all of the Series A Warrants and Series B Warrants for cash, the Company will issue an aggregate of 125,064,325 shares of its common stock in connection with the PIPE financing.

The Company intends to use the net proceeds from the initial closing of the PIPE financing, together with the Company’s existing cash, cash equivalents and marketable securities, to provide financing for research and development, general corporate expenses, and working capital needs. The Company expects that its cash will fund its operating plan into 2028.

TD Cowen, Leerink Partners and Oppenheimer & Co. are acting as joint placement agents for the PIPE financing.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Concurrently with the execution of the securities purchase agreement, Ovid and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock issuable upon conversion of the Series B Preferred Stock and the shares of common stock issuable upon exercise of each of the Series A Warrants, the Series B Warrants and/or Pre-Funded Warrants, in each case sold in the PIPE financing.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Ovid Therapeutics

Ovid Therapeutics Inc. is a New York-based biopharmaceutical company dedicated to developing small molecule medicines for brain conditions with significant unmet need. The Company is advancing a pipeline of novel, targeted small molecule candidates that modulate the intrinsic and extrinsic factors involved in neuronal hyperexcitability causative of multiple neurological and neuropsychiatric disorders. Ovid is developing: OV329, a next-generation GABA-aminotransferase inhibitor, as a potential therapy for treatment-resistant seizures and other undisclosed indications; OV350, OV4071 and others within a library of compounds that directly activate the KCC2 transporter, for multiple CNS disorders.

Forward-Looking Statements

This press release includes certain disclosures by Ovid that contain “forward-looking statements” including, without limitation: statements regarding the completion of the offering, the expected timing and completion of the PIPE financing, the intended use of the proceeds from the PIPE financing, Ovid’s cash runway, the aggregate proceeds payable to Ovid should all holders of Series A Warrants and Series B Warrants choose to exercise their warrants, the receipt of stockholder approval in connection with the issuance of Series B Preferred Stock, Series A Warrants, and Series B Warrants, and the receipt of regulatory approval of Ovid’s Investigational New Drug application with respect to the clinical development of Ovid’s OV4071 product candidate. You can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plan,” “potentially,” and “will,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances). Forward-looking statements are based on Ovid’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, uncertainties inherent in the preclinical and clinical development and regulatory approval processes, impediments to Ovid’s ability to achieve expected benefits of cost-savings efforts, risks related to Ovid’s ability to achieve its financial objectives, the risk that Ovid may not be able to realize the intended benefits of its business strategy, or risks related to Ovid’s ability to identify business development targets or strategic partners, to enter into strategic transactions on favorable terms, or to consummate and realize the benefits of any business development transactions or unanticipated or greater than anticipated impacts or delays due to macroeconomic and geopolitical conditions. Additional risks that could cause actual results to differ materially from those in the forward-looking statements are set forth under the caption “Risk Factors” in Ovid’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC, and in subsequent and future filings Ovid makes with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and Ovid assumes no obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

Contact

Investor Relations & Media

Victoria Fort

VFort@ovidrx.com
202.361.0445

FAQ

How much will Ovid (NASDAQ: OVID) raise in the PIPE announced October 3, 2025?

Up to $175 million in gross proceeds, including ≈$81 million initial proceeds.

When is the Ovid PIPE expected to close and what are the conditions?

Expected to close on or about October 6, 2025, subject to customary closing conditions and stockholder approvals.

How many common shares could Ovid issue if all PIPE securities convert or are exercised?

Assuming full conversion/exercise, Ovid would issue 125,064,325 common shares.

What is the exercise price of the Series A and Series B warrants in Ovid's PIPE?

Both Series A and Series B warrants have an exercise price of $1.40 per share.

How will the PIPE proceeds be used by Ovid and how long will cash last?

Net proceeds will fund R&D, general corporate expenses and working capital; cash is expected to fund operations into 2028.

Which investors participated in Ovid's October 2025 PIPE financing?

New investors include Janus Henderson, RA Capital, Eventide, Coastlands, Blue Owl, Balyasny, Saturn V and Ally Bridge; existing investors also participated.