奥维德疗法公司美股招股说明书（2025-12-22版）

This prospectus relates to the offer and resale from time to time by the selling stockholders identified herein (the “selling stockholders”) of up toan aggregate of 125,064,325 shares of our common stock, par value $0.001 per share, issued by us pursuant to a private placement on October2, 2025,consisting of (i) 57,722,000 shares of our common stock issued upon the automatic conversion of the Series B convertible preferred stock, par value$0.001 per share (the “Series B Preferred Stock”) on December15, 2025, (ii) 38,481,325 shares of our common stock issuable upon the exercise ofoutstanding Series A Warrants (the “Series A Warrants”), and (iii) 28,861,000 shares of our common stock issuable upon the exercise of outstandingSeries B Warrants (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”). This prospectus also relates to the shares of our We are not selling any shares of common stock pursuant to this prospectus, and we will not receive any proceeds from the sale of shares ofcommon stock offered by this prospectus by the selling stockholders. The selling stockholders may offer and sell or otherwise dispose of the shares of our common stock described in this prospectus from time to timethrough public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. Theselling stockholders will bear all underwriting fees, commissions and discounts, if any, attributable to the sales of shares and any transfer taxes. We will Our common stock is listed on The Nasdaq Capital Market under the trading symbol “OVID.” On December19, 2025, the last reported sale priceof the common stock was $1.47per share. Investing in our common stock involves a high degree of risk. You should review carefully the risks anduncertainties described under the heading “RiskFactors” on page 5 of this prospectus, and under similar headings inthe other documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARY LEGAL MATTERS Table of Contents ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on FormS-3that we filed with the Securities and Exchange Commission (the “SEC”) utilizinga “shelf” registration process under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration process, the sellingstockholders may from time to time sell the shares of common stock described in this prospectus in one or more offerings or otherwise as described Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that contained in, or incorporatedby reference into, this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. This prospectus is an offer to sell only the shares of our common stock offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actualdocuments for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documentsreferred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a Unless the context indicates otherwise, as used in this prospectus, the terms “Ovid,” “Company,” “we,” “us” and “our” refer to Ovid TherapeuticsInc. Table of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, anddoes not contain all of the information that you need to consider in making your investment decision. You should carefully read the entireprospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained in this prospectus and undersimilar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information Overview We are a biopharmaceutical company dedicated to developing small molecule medicines for brain conditions with significant unmet need.Our approach to achieve this goal is scientifically driven, patient focused, and coupled with an integrated and disciplined approach to research,clinical development and business development. Our team ha