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): October 25, 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 October 25, 2018, Ovid Therapeutics Inc. (the “Company”) issued a press release and hosted a conference call for analysts and investors to discuss the additional data and analysis from its Phase 2 STARS Trial of OV101 for the treatment of Angelman syndrome. A copy of the Press Release and investor 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 Exhibits 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 Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, the potential clinical benefit of OV101 to treat patients with Angelman syndrome, the timing and results of any discussions with regulatory authorities regarding the registrational path for OV101 and approval, and the timing and scope of any future clinical trials for OV101. 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 August 9, 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 | ||
99.2 |
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 |