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0001636651false00016366512024-03-082024-03-08

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): June 25, 2025
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)
(IRS Employer
Identification No.)
     
441 Ninth Avenue, 14th Floor
New York, New York
10001
(Address of Principal Executive Offices)
  
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 646-661-7661
Not Applicable
(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 Instructions 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class  
Trading
Symbol(s)
  Name of each exchange on which registered
Common Stock, par value $0.001 per share   OVID   The Nasdaq Stock Market LLC
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 8.01.    Other Events.
On June 23, 2025 (the “First Amendment Effective Date”), Ovid Therapeutics Inc. (the “Company”) entered into Amendment No. 1 to Exclusive Patent License Agreement (the “First Amendment”) with Immedica Pharma, AB (“Immedica”), which amended the Exclusive Patent License Agreement between the Company and Marinus Pharmaceuticals, Inc. (“Marinus”), a wholly-owned subsidiary of Immedica since February 2025, dated March 1, 2022 (the “Original Agreement”). Pursuant to the First Amendment, Immedica purchased the ongoing royalty obligations under the Original Agreement for $7.0 million in cash, payable within 10 business days following the First Amendment Effective Date.
Under the Original Agreement, the Company granted Marinus an exclusive, non-transferable, royalty-bearing, sublicensable license under certain of the Company’s patents and patent applications to exploit ganaxolone in the United States and Europe for the treatment of CDKL5 deficiency disorder in humans. Pursuant to the First Amendment, Immedica is also obtaining additional rights to prosecute the licensed patents and the parties are agreeing to enter into a second amendment within six months pursuant to which the field and territory of the Original Agreement will be expanded and Immedica will obtain additional rights to any other patents that are controlled by the Company and necessary or reasonably useful to exploit ganaxolone.
The foregoing description of the material terms of the First Amendment is qualified in its entirety by reference to the complete text of the First Amendment, which the Company intends to file, with confidential terms redacted, with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending on June 30, 2025.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibit
Exhibit No. Description
  
99.1
Press Release, dated June 25, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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/ Jeffrey Rona
  
Jeffrey Rona
  
Chief Business and Financial Officer
(Principal Financial and Accounting Officer)
Dated: June 25, 2025

EX-99.1 2 ovidexhibit2025-06x25.htm EX-99.1 Document

Exhibit 99.1
ovid-therapeutics_logo750sa.jpgpicture1a.jpg
Ovid Therapeutics Enters Agreement with Immedica Pharma AB for Sale of Future Ganaxolone Royalties
Non-dilutive funding extends Ovid’s operational runway; Immedica assumes certain ganaxolone IP costs
NEW YORK, U.S. and STOCKHOLM, Sweden, June 25, 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 definitive agreement with Immedica Pharma AB (‘Immedica’), a leading global rare disease company, for the sale of its future royalties related to sales of ganaxolone outside of China. Under the terms of the agreement, Immedica will pay $7.0 million in cash to acquire 100% of the royalty rights held by Ovid, further strengthening Immedica’s focus on ganaxolone by acquiring control of additional intellectual property rights.
This transaction provides a non-dilutive capital infusion of $7.0 million to Ovid, which will support the Company’s ongoing operations. In 2024, Ovid recorded approximately $566,000 in ganaxolone royalty revenues. Ovid has not been pursuing development of ganaxolone, and the transaction has no impact to the Company’s current pipeline of programs.
Ganaxolone
Ganaxolone is a medicine approved in the EU, Great Britain, the U.S. and China for the adjunctive treatment of epileptic seizures associated with cyclin-dependent kinase-like 5 (CDKL5) deficiency disorder (‘CDD’) in patients 2 to 17 years of age. Ganaxalone may be continued in patients 18 years of age and older.
In February 2022, Ovid entered into an exclusive patent license agreement with Marinus Pharmaceuticals, Inc. (‘Marinus’) related to the use of ganaxolone in CDD. Under that agreement, Ovid was eligible to receive royalties on the sales of ganaxolone for CDD in the United States and Europe. In addition to acquiring future royalty rights related to the use of ganaxolone in CDD, Immedica has entered into an agreement to acquire or license the global ganaxolone intellectual property (‘IP’) portfolio from Ovid and to amend the license to include additional indications. Immedica will assume financial responsibility for all costs related to the licensed IP, when such amendment has been finalized.
The royalty rights being acquired by Immedica include royalties associated with the Marinus agreement. In February 2025, Immedica announced the completion of the acquisition of Marinus.
About Immedica
Immedica is a pharmaceutical company, headquartered in Stockholm, Sweden, focused on the commercialization of medicines for rare diseases and specialty care products. Immedica’s capabilities cover marketing and sales, compliance, pharmacovigilance, quality assurance, regulatory, medical affairs and market access, as well as a global distribution network serving patients in more than 50 countries.



Immedica is fully dedicated to helping those living with diseases which have a large unmet medical need. Immedica’s therapeutic areas are within RARE metabolic, RARE hematology & oncology, RARE neurology and specialty care. Immedica was founded in 2018 and employs today around 140 people across Europe, the Middle East and the United States. Immedica is backed by the investment firms KKR and Impilo. For more information visit www.imedica.com.
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. For more information about these and other Ovid research programs, please visit www.ovidrx.com.
Forward-Looking Statements
This press release includes certain disclosures that contain “forward-looking statements” including, without limitation: statements regarding Ovid’s ongoing operations, its pipeline and finalizing an amendment of the license to include additional indications; and other statements that are not historical fact. You can identify forward-looking statements because they contain words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plan,” “potentially,” and “will,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances). Forward-looking statements are based on Ovid’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, uncertainties inherent in the preclinical and clinical development and regulatory approval processes, risks related to Ovid’s ability to achieve its financial objectives, the risk that Ovid may not be able to realize the intended benefits of its business strategy or unanticipated or greater than anticipated impacts or delays due to macroeconomic and geopolitical conditions. Additional risks that could cause actual results to differ materially from those in the forward-looking statements are set forth under the caption “Risk Factors” in Ovid’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”), and in subsequent and future filings Ovid makes with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and Ovid assumes no obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.



Ovid
Victoria Fort, SVP Corporate Affairs and Corporate Strategy
vfort@ovidrx.com
Immedica
Linda Holmström, Head of Communications
linda.holmstrom@immedica.com