Ovid Therapeutics Inc【OVID】株式ニュース

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Ovid Therapeutics Announces Pricing of Private Placement Totaling up to $175 Million in Gross Proceeds

Oct 3, 2025

Ovid Therapeutics Inc. (Nasdaq: OVID), a biopharmaceutical company dedicated to developing small molecule medicines for brain conditions with significant unmet need, today announced that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds of up to $175 million to the Company, including initial gross proceeds of approximately $81 million, in each case before placement agent fees and offering expenses. The PIPE financing is expected to close on or about October 6, 2025, subject to satisfaction of customary closing conditions.

The PIPE financing included participation from new investors Janus Henderson Investors, RA Capital Management, Eventide Asset Management, Coastlands Capital, Blue Owl Healthcare Opportunities, Balyasny Asset Management, Saturn V Capital and Ally Bridge Group, alongside existing investors including ADAR1 Capital Management and Affinity Healthcare Fund, LP, as well as new and existing large investment management firms.

Pursuant to the terms of the securities purchase agreement, the Company is selling an aggregate of (i) 57,722 shares of its Series B non-voting convertible preferred stock (the “Series B Preferred Stock”), (ii) Series A warrants (the “Series A Warrants”) to purchase 38,481,325 shares of its common stock and/or pre-funded warrants (the “Pre-Funded Warrants”) and (iii) Series B warrants to purchase 28,861,000 shares of its common stock and/or Pre-Funded Warrants (the “Series B Warrants”). Each share of Series B Preferred Stock is being sold together with a Series A Warrant to purchase 666.66 shares of common stock and/or Pre-Funded Warrants (rounded down to next whole share based on each investor’s aggregate purchase) and a Series B Warrant to purchase 500 shares of common stock and/or Pre-Funded Warrants, referred to collectively as a “Security.” The Security will be sold at a purchase price of $1,400.00 per Security. The Series A Warrants and Series B Warrants will each have an exercise price of $1.40 per share.

The shares of Series B Preferred Stock are convertible into an aggregate of 57,722,000 shares of the Company’s common stock, with each share of Series B Preferred Stock being convertible into 1,000 shares of common stock, subject to the approval of the Company’s stockholders and certain beneficial ownership limitations set by each holder.

The Series A Warrants will be exercisable following receipt of approval by the Company’s stockholders and will terminate upon the earlier of (a) the 30th calendar day following the date on which the Company publicly announces the clearance of the first of any investigational new drug application, clinical trial application or other foreign equivalent with respect to the clinical development of the Company’s OV4071 product candidate and (b) October 6, 2030. The Series B Warrants will be exercisable following receipt of Ovid stockholder approval and will terminate on October 6, 2030, subject to the mandatory exercise requirement, which requires the holder to exercise of Series A Warrants upon achievement of certain stock trading prices of the Company’s common stock. Subject to the satisfaction of the applicable conditions precedent and assuming the exercise of all the Series A Warrants and Series B Warrants for cash, the Company will receive aggregate gross proceeds of $94.3 million. Assuming the satisfaction of the applicable conditions precedent, the conversion of all shares of Series B Preferred Stock and the exercise of all of the Series A Warrants and Series B Warrants for cash, the Company will issue an aggregate of 125,064,325 shares of its common stock in connection with the PIPE financing.

The Company intends to use the net proceeds from the initial closing of the PIPE financing, together with the Company’s existing cash, cash equivalents and marketable securities, to provide financing for research and development, general corporate expenses, and working capital needs. The Company expects that its cash will fund its operating plan into 2028.

TD Cowen, Leerink Partners and Oppenheimer & Co. are acting as joint placement agents for the PIPE financing.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Concurrently with the execution of the securities purchase agreement, Ovid and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock issuable upon conversion of the Series B Preferred Stock and the shares of common stock issuable upon exercise of each of the Series A Warrants, the Series B Warrants and/or Pre-Funded Warrants, in each case sold in the PIPE financing.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Ovid Therapeutics
Ovid Therapeutics Inc. is a New York-based biopharmaceutical company dedicated to developing small molecule medicines for brain conditions with significant unmet need. The Company is advancing a pipeline of novel, targeted small molecule candidates that modulate the intrinsic and extrinsic factors involved in neuronal hyperexcitability causative of multiple neurological and neuropsychiatric disorders. Ovid is developing: OV329, a next-generation GABA-aminotransferase inhibitor, as a potential therapy for treatment-resistant seizures and other undisclosed indications; OV350, OV4071 and others within a library of compounds that directly activate the KCC2 transporter, for multiple CNS disorders.

https://investorshub.advfn.com/stock-market/NASDAQ/ovid-therapeutics-OVID/stock-news/96944695/ovid-therapeutics-announces-pricing-of-private-pla

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Ovid announces positive topline results for the next-generation GABA-aminotransferase inhibitor, OV329, that demonstrate strong inhibitory activity and a potential best-in-category safety profile

Oct 3, 3025

Ovid Therapeutics Inc. (Nasdaq: OVID), a biopharmaceutical company dedicated to developing small molecule medicines for brain conditions with significant unmet need, today announced positive topline results from its Phase 1 healthy volunteer study evaluating the safety, tolerability, pharmacokinetic (PK) and pharmacodynamic (PD) activity of OV329, a next generation GABA-aminotransferase (GABA-AT) inhibitor being developed for drug-resistant epilepsies.

“OV329 was designed to deliver the benefits of a novel GABA-AT inhibitor while avoiding the challenges of existing medicines. Our Phase 1 trial generated the first-in-human data, supported by what we believe is the most extensive biomarker program in early seizure drug development, showing consistent results across multiple validated measures and demonstrating a clean ocular and overall safety profile,” said Dr. Jeremy Levin, DPhil, MB BChir, chairman and chief executive officer of Ovid Therapeutics. “We believe these results reinforce OV329’s therapeutic potential, and we are excited to advance it further in development alongside our rapidly progressing KCC2 direct activator portfolio, as we continue our commitment to developing innovative therapies for patients that address diseases and symptoms caused by excessive neural excitation.”

“The results from this study provide unequivocal evidence that support the advancement of OV329 into further studies in patients with epilepsy,” said Alexander Rotenberg, MD, PhD, Director of Neuromodulation at Boston Children’s Hospital, professor of neurology at Harvard Medical School, and world-leading expert in the application of TMS biomarkers for the study of ASMs. “These early data confirm that OV329 is getting into the brain and exerting concentration-dependent inhibition, as shown by the highly significant correlation between OV329 blood exposure and long-interval intracortical inhibition (LICI).”

TRIAL DESIGN
The Phase 1 trial evaluated OV329 in 68 healthy volunteers, including 51 participants taking active treatment and 17 participants receiving placebo, across single and multiple ascending dose cohorts. Doses tested ranged from 1 mg – 5 mg. The study assessed safety, tolerability, pharmaco-kinetic and pharmacodynamic activity, with safety evaluations including rigorous ophthalmic evaluations. Extensive exploratory biomarker analyses were conducted in the 3 mg (active n=6; pbo n=2) and 5 mg (active n=15; pbo n=5) MAD cohorts. These analyses leveraged transcranial magnetic stimulation (TMS) as measured with electromyography (EMG) to apply established measures for evaluating anti-seizure medicine such as LICI and the cortical silent period (CSP), which have been previously used to assess the inhibition of therapeutic doses of vigabatrin (VGB).1,2,3 All TMS biomarkers were studied across two muscle groups; including the first dorsal interosseous (FDI), a muscle in the hand located between the thumb and index finger and the abductor pollicis brevis (APB), a thumb muscle at the base of the palm.

Additionally, magnetic resonance spectroscopy (MRS) and electroencephalography (EEG) were studied to explore markers of target engagement and inhibitory activity, respectively. MRS measured GABA levels in the medial parietal lobe and EEG assessed brainwave activity.

Active participants received OV329 via a once-daily oral capsule at 3 mg or 5 mg doses. All biomarker results compared participant findings from their pre-treated baseline on Day 1 to their post-treatment findings on Day 7 and relative to placebo. Where methods were reproduceable, OV329 outcomes were compared to previously published studies of VGB as measured in healthy volunteers at confirmed therapeutic doses.

https://investorshub.advfn.com/stock-market/NASDAQ/ovid-therapeutics-OVID/stock-news/96944602/ovid-announces-positive-topline-results-for-the-ne

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