S-8 1 d789035ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on August 7, 2019

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Ovid Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   46-5270895

(State or other jurisdiction of

incorporation or organization)

  

(IRS employer

identification number)

1460 Broadway, Suite 15044

New York, New York

   10036
(Address of Principal Executive Offices)   (Zip Code)

2017 Equity Incentive Plan

2017 Employee Stock Purchase Plan

(Full titles of the plans)

Jeremy M. Levin, DPhil, MB BChir

Chief Executive Officer

Ovid Therapeutics Inc.

1460 Broadway, Suite 15044

New York, New York 10036

(646) 661-7661

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

 

Thomas M. Perone

General Counsel and Secretary

Ovid Therapeutics Inc.

1460 Broadway, Suite 15044

New York, New York 10036

(646) 661-7661

  

Laura A. Berezin

Jaime L. Chase

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐    Smaller reporting company   ☒
     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 7(a)(2)(B) of the Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities
To Be Registered		  

Amount

To Be

Registered (1)

  

Proposed

Maximum

Offering Price

Per Share

  

Proposed

Maximum

Aggregate

Offering Price

  

Amount of

Registration Fee

2017 Equity Incentive Plan

(Common stock, $0.001 par value per share)

   1,232,705(2)   $1.86(4)   $2,292,831.30(4)   $277.89

2017 Employee Stock Purchase Plan

(Common stock, $0.001 par value per share)

   246,541(3)   $1.86(4)   $458,566.26(5)   $55.58

TOTAL

   1,479,246       $2,751,397.56   $333.47

 

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of Ovid Therapeutics Inc.’s (the “Registrant”) outstanding shares of common stock, par value $0.001 per share (the “Common Stock”).

(2)

Represents additional shares of the Registrant’s Common Stock reserved for future grant under the Ovid Therapeutics Inc. 2017 Equity Incentive Plan (the “2017 Plan”) as a result of the automatic increase in shares reserved thereunder on January 1, 2019 pursuant to the terms of the 2017 Plan. The 2017 Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2017 Plan on January 1, from 2018 until the expiration of the 2017 Plan in an amount equal to the lesser of (a) 5% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year and (b) a number of shares of Common Stock designated by action of the Registrant’s board of directors prior to the first day of any calendar year.

(3)

Represents additional shares of the Registrant’s Common Stock reserved for issuance under the Ovid Therapeutics Inc. 2017 Employee Stock Purchase Plan (the “ESPP”) as a result of the automatic increase in shares reserved thereunder on January 1, 2019 pursuant to the terms of the ESPP. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1, from 2018 until January 1, 2027. The number of shares added each year will be equal to the lesser of: (a) 1% of the total number of shares of the Registrant’s capital stock outstanding on December 31 of the preceding calendar year; (b) 550,000 shares of Common Stock and (c) a number of shares of Common Stock designated by action of the Registrant’s board of directors prior to the first day of any calendar year.

(4)

Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Global Select Market on August 5, 2019.

 

 

 

PART I

EXPLANATORY NOTE

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 1,232,705 shares of common stock under the Ovid Therapeutics Inc. 2017 Equity Incentive Plan and an additional 246,541 shares of common stock under the Ovid Therapeutics Inc. Employee Stock Purchase Plan, pursuant to the provisions of each plan which provide for annual automatic increases in the number of shares of common stock reserved for issuance under each respective plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

Ovid Therapeutics Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission:

 

           (a)    the contents of the Registrant’s Registration Statements on Form S-8, previously filed with the Commission on May 22, 2017 (File No. 333-218167) and March 29, 2018 (File No. 333-224033);
  (b)    the Registrant’s Annual Report on Form 10-K (File No. 001-38085) for the year ended December 31, 2018, filed with the Commission on March 7, 2019;
  (c)    the Registrant’s Quarterly Reports on Form 10-Q (File No. 001-38085) for the three months ended March 31, 2019, filed with the Commission on May 7, 2019, and for the six months ended June  30, 2019, filed with the Commission on August 7, 2019;
  (d)    the Registrant’s Current Reports on Form 8-K (File No.  001-38085) filed with the Commission on January  4, 2019, February 21, 2019, March 1, 2019, March 21, 2019, March 28, 2019 (as amended by Form 8-K/A filed on March  28, 2019), May  15, 2019 (as amended by Form 8-K/A filed on June  17, 2019), June 10, 2019, June  18, 2019, June  27, 2019 (as to Item 8.01 only) and July 2, 2019; and
  (e)    the description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38085) filed with the Commission on May 4, 2017, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. The Registrant is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

 

Item 8.

Exhibits.

 

Exhibit
Number

   

Exhibit Description

 4.1    Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38085), filed with the Commission on May 10, 2017).
 4.2    Certificate of Designation of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38085), filed with the Commission on February 21, 2019).
 4.3    Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38085), filed with the Commission on May 10, 2017).

 4.4    Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217245), filed with the Commission on April 10, 2017).
 4.5    2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.12 to the Registrant’s Registration Statement on Form S-8 (File No. 333-218167), filed with the Commission on May 22, 2017).
 4.6    Forms of Option Grant Notice and Option Agreement under 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-217245), filed with the Commission on April 18, 2017).
 4.7    2017 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 4.14 to the Registrant’s Registration Statement on Form S-8 (File No. 333-218167), filed with the Commission on May 22, 2017).
 5.1    Opinion of Cooley LLP.
23.1    Consent of Independent Registered Public Accounting Firm.
23.2    Consent of Cooley LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on the signature page to this Registration Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on August 7, 2019.

 

Ovid Therapeutics Inc.
By:  

/s/ Jeremy M. Levin, DPhil, MB BChir

  Jeremy M. Levin, DPhil, MB BChir
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeremy M. Levin, DPhil, MB BChir and Timothy Daly, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

/s/ Jeremy M. Levin, DPhil, MB BChir

Jeremy M. Levin, DPhil, MB BChir

   

Chief Executive Officer and Director

(Principal Executive Officer)

    August 7, 2019

/s/ Timothy Daly

Timothy Daly

   

Senior Vice President, Finance and Corporate Controller

(Principal Financial and Accounting Officer)

    August 7, 2019

/s/ Karen Bernstein, PhD

Karen Bernstein

    Director    August 7, 2019

/s/ Barbara Duncan

Barbara Duncan

    Director    August 7, 2019

/s/ Bart Friedman

Bart Friedman

    Director    August 7, 2019

/s/ Douglas Williams, PhD

Douglas Williams, PhD

    Director    August 7, 2019