Ovid Therapeutics Inc美股招股说明书(2026-04-27版)

This prospectus relates to the offer and resale from time to time by the selling stockholders identified herein, together with any additional sellingstockholders listed in a prospectus supplement (together with any of such stockholders’ donees, pledgees, assignees, transferees, distributees andsuccessors-in-interest), of up to an aggregate of 29,856,031 shares of our common stock, par value $0.001 per share, issued by us pursuant to a privateplacement that closed on March19, 2026, consisting of (i) 19,154,321 shares of our common stock and (ii) 10,701,710 shares of our common stockissuable upon the exercise of outstanding pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of our common stock. We are filing this Registration Statement on Form S-3, of which this prospectus forms a part, to fulfill our contractual obligations with the sellingstockholders to provide for the resale by the selling stockholders of the shares of our common stock described in this prospectus. The registration of theshares to which this prospectus relates does not require the selling stockholders to sell any of their shares, including any shares of common stockissuable upon the exercise of Pre-Funded Warrants. We are not offering any shares of common stock pursuant to this prospectus and will not receive any proceeds from the sale or other disposition ofshares of common stock offered by this prospectus by the selling stockholders; however, we will receive nominal proceeds from any cash exercise ofthePre-FundedWarrants. 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 willbear all other costs, expenses and fees in connection with the registration of the shares. See “Plan of Distribution” for more information about how theselling stockholders may sell or dispose of their shares of our common stock. Our common stock is listed on The Nasdaq Capital Market under the trading symbol “OVID.” On April24, 2026, the last reported sale price ofthe common stock was $2.60 per share. Investing in our common stock involves a high degree of risk. You should review carefully the risks anduncertainties described under the heading “Risk Factors” on page 4 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 SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTION LEGAL MATTERS EXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on Form S-3 that 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 describedunder “Plan of Distribution.” 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 anydate other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. 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 apart, and you may obtain copies of