8-K 1 ovid-8k_20181217.htm 8-K ovid-8k_20181217.htm

 

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): December 17, 2018

 

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)

 

(I.R.S. Employer

Identification No.)

 

1460 Broadway, Suite 15044

New York, New York

 

10036

(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 (see General Instruction A.2. below):

 

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))

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 7.01. Regulation FD Disclosure.

 

On December 17, 2018, Ovid Therapeutics Inc. (the “Company”) issued a press release and hosted a conference call to discuss the additional data and analysis from its Phase 1b/2a Results of OV935/TAK-935 in Adults with Rare Epilepsies. A copy of the Press Release and corporate presentation are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 7.01.

This information, including the Exhibit 99.1 and 99.2 referenced herein, is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, only if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.

 

Cautionary Statements

 

This Current Report on Form 8-K, press release and the investor presentation include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "expect," "plan," "anticipate" and similar expressions (as well as other words or expressions referencing future events or circumstances) are intended to identify forward-looking statements, including statements regarding the potential clinical benefit of OV935 to treat patients with rare epilepsies; the role of 24HC as a plasma biomarker of treatment effect; the continued clinical development of OV935; the number of patients enrolled, the initiation, progress, timing, scope and results of clinical trials; the achievement of primary and/or secondary endpoints; and the effects of OV935 on efficacy, safety and tolerability. Other factors that may cause the Company’s actual results to differ from current expectations are discussed under the caption “Risk Factors” and elsewhere in the Company’s filings and reports with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Quarterly Report on Form 10-Q, which was filed with the SEC on November 8, 2018. Except as required by law, the Company assumes no obligation to update any forward-looking statements contained in the corporate presentation to reflect any change in expectations, even as new information becomes available.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

  

Description

 

 

 

 

99.1

 

Press Release dated December 17, 2018

99.2

  

Corporate Presentation dated December 17, 2018

 

 

 


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.

 

 

By:

/s/ Ana C. Ward

 

Ana C. Ward

 

Senior Vice President, General Counsel

Dated: December 17, 2018