aibioOvid Therapeutics agrees to PIPE financing with $80.8 million in initial gross proceeds
Tickers OVID
Ovid Therapeutics agreed to a private placement of convertible preferred stock and warrants with initial gross proceeds of about $80.8 million and up to $175.1 million in total. The preferred cannot convert until stockholders approve more shares, and the same day the company reported Phase 1 data from 68 healthy volunteers, with the CEO among the investors.
Key facts
- Company
- Ovid Therapeutics Inc. (NASDAQ: OVID)
- News type
- Financings
- Primary source
- Ovid Therapeutics Inc. Form 8-K filed October 3, 2025 (SEC EDGAR)
Ovid Therapeutics Inc. (Nasdaq: OVID) agreed on October 2, 2025 to sell convertible preferred stock and warrants to investors in a private placement, known as a PIPE. The company expects gross proceeds of up to $175.1 million, including initial gross proceeds of approximately $80.8 million, before placement agent fees and offering expenses. The closing is expected on or about October 6, 2025. The terms are in a Form 8-K filed October 3, 2025.
The securities
Under a Securities Purchase Agreement, Ovid agreed to sell 57,722 shares of Series B convertible preferred stock. Each share is sold with a Series A warrant to buy 666.66 shares of common stock, or pre-funded warrants, and a Series B warrant to buy 500 shares. Together they form one security, priced at $1,400. The Series A warrants cover 38,481,325 shares and the Series B warrants cover 28,861,000 shares. All of the warrants have an exercise price of $1.40 per share. Each Series B preferred share converts into 1,000 shares of common stock, or 57,722,000 shares in total. The 8-K says the investors include the company's chief executive officer. Ovid's annual report cover lists 71,075,005 common shares outstanding as of March 7, 2025, and a market value of about $45.9 million for non-affiliate shares at June 30, 2024. The conversion shares and warrant shares are large next to that count.
Stockholder approval and the warrant terms
The preferred stock cannot convert until Ovid stockholders approve two things: an increase in authorized common shares, and the issuance of the conversion and warrant shares under Nasdaq listing rules. The warrants become exercisable only after that approval.
The Series A warrants end on the earlier of two dates. One is the 30th calendar day after Ovid announces clearance of the first investigational new drug application for its OV4071 product candidate. That 30-day period does not start until a resale registration statement is effective. The other is October 6, 2030. The Series B warrants end on October 6, 2030, and Ovid may require their exercise on 15 business days' notice once certain stock price requirements are met.
Placement agents and registration
TD Cowen, Leerink Partners and Oppenheimer & Co. are the joint placement agents. The purchase agreement names them as TD Securities (USA) LLC, Leerink Partners LLC and Oppenheimer & Co. Inc. Ovid intends to use the net proceeds from the first closing, with its existing cash, cash equivalents and marketable securities, for research and development, general corporate expenses and working capital.
Under a registration rights agreement signed the same day, Ovid must file a resale registration statement no later than the fifth business day after stockholder approval. The securities are sold under Section 4(a)(2) of the Securities Act and are not registered. The 8-K and its exhibits name no counsel for either side.
The same-day data
On the same day, Ovid reported topline results from a Phase 1 study of OV329, a next-generation GABA-aminotransferase inhibitor. The study enrolled 68 healthy volunteers, 51 on active drug and 17 on placebo. The company says the 5 mg cohort showed a 53% rise in one measure of inhibition, against a 24.9% reduction on placebo, but the placebo comparison was not significant (p=0.744).
On a second muscle, inhibition rose 44.3% on drug, against a nonsignificant 59.5% change on placebo (p=0.135). The company says inhibition matched or exceeded published results for vigabatrin, but that comparison uses earlier studies, not a head-to-head trial. The 5 mg group had 15 people on active drug and five on placebo. GABA levels rose 7.13% in one brain region, which the release concedes is not statistically significant. Three potentially treatment-related adverse events were reported, all mild. The release says the results support further development, but these are healthy volunteers, the groups are small and the detailed data are still to come.
What comes next
Ovid plans a Phase 2a randomized, placebo-controlled study of OV329 in adults with drug-resistant focal onset seizures, planned to start in the second quarter of 2026 and complete in mid-2027. The company also intends to file for regulatory clearance for OV4071 in the first quarter of 2026. The 8-K and release give no cash balance or net loss.