0001636651false00016366512024-06-072024-06-07

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 06, 2024

 

 

Ovid Therapeutics Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38085

46-5270895

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

441 Ninth Avenue

14th Floor

 

New York, New York

 

10001

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 646 661-7661

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

OVID

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Ovid Therapeutics Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 6, 2024. As of April 9, 2024, the record date for the Annual Meeting, there were 70,810,661 shares of Company common stock outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 58,503,813 shares, or 82.62%, were present in person or represented by proxy, which constituted a quorum. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results for each of the proposals. The proposals set forth below are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024 (the “Proxy Statement”).

 

Proposal 1: The Company’s stockholders elected all of the nominees for director to serve a three-year term until the Company’s 2027 annual meeting of stockholders, or until their respective successors are duly elected and qualified, by the votes set forth in the table below:

 

Nominee

 

For

Withheld

Broker Non-Votes

Barbara Duncan

36,686,822

5,581,389

16,235,602

 

Robert Michael Poole

40,158,684

2,109,527

16,235,602

 

 

Proposal 2: The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement, by the votes set forth in the table below:

 

For

Against

Abstain

Broker Non-Votes

40,499,565

1,760,461

8,185

 

 

16,235,602

 

 

Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 by the votes set forth in the table below:

 

For

Against

Abstain

57,201,432

1,293,006

9,375

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

OVID THERAPEUTICS INC.

 

 

 

 

Date:

June 7, 2024

By:

/s/ Thomas M. Perone

 

 

 

Thomas M. Perone
General Counsel & Corporate Secretary

 

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Document And Entity Information
Jun. 07, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 06, 2024
Entity Registrant Name Ovid Therapeutics Inc.
Entity Central Index Key 0001636651
Entity Emerging Growth Company false
Entity File Number 001-38085
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 46-5270895
Entity Address, Address Line One 441 Ninth Avenue
Entity Address, Address Line Two 14th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10001
City Area Code 646
Local Phone Number 661-7661
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol OVID
Security Exchange Name NASDAQ
Ovid Therapeutics (NASDAQ:OVID)
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