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): ~~May~~June 2910, 2026

Ovid Therapeutics Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38085	46-5270895
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(~~I.R.S.~~IRS EmployerIdentification ~~Number~~No.)
441 Ninth Avenue, 14th FloorNew 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 ~~Instruction~~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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnOvid ~~May 29,~~Therapeutics ~~2026,~~Inc. ~~the Board of Directors~~ (the “~~Board~~Company”) ofheld ~~Ovid~~its ~~Therapeutics~~annual ~~Inc.~~meeting of stockholders (the “~~Company~~Annual Meeting”) ~~approved~~on June 10, ~~effective~~2026. asAs of ~~June~~April 15, 2026, anthe ~~increase~~record indate for the ~~size~~Annual ofMeeting, ~~the~~there ~~Board~~were ~~and~~173,037,131 ~~upon~~shares ~~recommendation~~ of ~~the~~Company ~~Nominating~~common ~~and~~stock ~~Corporate~~outstanding ~~Governance~~and ~~Committee~~entitled ofto ~~the~~vote ~~Board~~on (the ~~“Nominating~~proposals ~~Committee”),~~presented at the ~~appointment~~Annual Meeting, of ~~Anna~~which ~~Greka~~130,958,928 ~~M.D.~~shares, Phor 75.D.7%, aswere apresent ~~Class~~in ~~III~~person ~~director~~or ofrepresented ~~the~~by ~~Company~~proxy, ~~with~~which ~~her~~constituted ~~term~~a ~~expiring~~quorum. atSummarized ~~the~~below ~~Company’s~~are ~~2029~~descriptions ~~annual~~of ~~meeting~~the ofproposals ~~stockholders.~~voted ~~Effective~~on asat ofthe ~~June~~Annual ~~15,~~Meeting ~~2026,~~and the ~~Board~~final ~~will~~results ~~consist~~for each of ~~seven~~the ~~directors~~proposals. ~~Dr.~~The ~~Greka~~proposals ~~was~~set ~~appointed~~forth asbelow aare ~~member~~described ofin ~~the~~detail ~~Compensation~~in ~~Committee~~the ~~and~~Company’s ~~Science~~definitive ~~and~~proxy ~~Technology~~statement ~~Committee~~filed ofwith the ~~Board,~~Securities ~~effective~~and asExchange ofCommission ~~June~~on 15April 27, 2026 (the “Proxy Statement”).

~~Dr.~~Proposal ~~Greka,~~1: ~~age~~The ~~50,~~Company’s ~~currently~~stockholders ~~serves~~elected asthe ~~Professor~~nominee offor ~~Medicine~~director atto ~~Harvard~~serve ~~Medical~~a ~~School~~three-year ~~and~~term ~~Mass~~until ~~General Brigham. She joined Harvard Medical School as an Assistant Professor in 2012, and has since served in roles of increasing responsibility. Dr. Greka also currently holds several roles at~~ the ~~Broad~~Company’s ~~Institute~~2029 ofannual ~~MIT~~meeting ~~and Harvard, including Executive Leadership Team Member (since April 2024), Founding Director and Chair~~ of ~~Ladders~~stockholders ~~to Cures Scientific Accelerator (since July 2023), Founding Director of Kidney Disease Initiative (since February 2016)~~ and ~~Core~~until /his ~~Institute~~successor ~~Faculty Member (since February 2016). Additionally, Dr. Greka~~ has ~~served~~been asduly aelected ~~Venture~~and ~~Advisor to Aditum Bio~~qualified, ~~a biotech focused venture capital firm~~or, ~~since~~if ~~2013~~sooner, ~~founded~~until ~~and~~his ~~served as an Advisor to Goldfinch Bio~~death, aresignation ~~clinical-stage~~or ~~biotech company~~removal, ~~from~~by ~~2015~~the tovotes ~~2023~~set ~~and~~forth ~~founded~~in ~~and advised numerous other biopharmaceutical companies. Dr. Greka received her M.D. from~~ the ~~Harvard-MIT~~table ~~program in Health Sciences and Technology, Ph.D. from Harvard Medical School and A.B. from Harvard University.~~below:

Dr. Greka will receive compensation for her board and committee service consistent with the Company’s non-employee director compensation policy, as described under the caption “Executive Officer and Director Compensation—Director Compensation” in the Company’s most recent definitive proxy statement, filed with the Securities and Exchange Commission on April 27, 2026, which is incorporated herein by reference.

Nominee

For

Withheld

Broker Non-Votes

Jeremy M. Levin, DPhil, MB BChir

87,219,707

8,528,008

35,211,213

~~The~~Proposal ~~Company~~2: ~~and~~The ~~Dr. Greka also entered into the~~ Company’s ~~standard~~stockholders ~~form~~approved, ofon ~~indemnification~~an ~~agreement.~~advisory ~~Pursuant~~basis, to the ~~terms~~compensation ofpaid ~~the~~to ~~indemnification agreement,~~ the Company’s ~~may~~named beexecutive ~~required~~officers, ~~among~~as ~~other~~disclosed ~~things,~~in tothe ~~indemnify~~Proxy ~~Dr. Greka for certain expenses (including attorneys’ fees)~~Statement, ~~judgments,~~by ~~fines~~the ~~and~~votes ~~settlement~~set ~~amounts~~forth ~~actually and reasonably incurred by her~~ in ~~any action or proceeding arising out of her service as a director of~~ the ~~Company.~~table below:

There are no arrangements or understandings between Dr. Greka and any other persons pursuant to which Dr. Greka was selected as a director. There are no relationships or transactions in which Dr. Greka has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.


For	Against	Abstain	Broker Non-Votes
84,511,953	8,901,691	2,334,071	35,211,213

Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 by the votes set forth in the table below:

For

Against

Abstain

Broker Non-Votes

130,845,667

32,505

80,756

N/A

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.
Date: June 3, 2026	By:	/s/ Margaret Alexander
Date: June 11, 2026	By:	/s/ Jeffrey Rona
		Margaret Alexander
		Jeffrey Rona
		President and Chief Executive Officer
		Chief Business and Financial Officer

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