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( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number : 001-38085 Ovid Therapeutics Inc. ( Exact name of Registrant as specified in its charter ) Delaware ( State or Other Jurisdiction of Incorporation or Organization ) 2834 ( Primary Standard Industrial Classification Code Number ) 1460 Broadway , Suite 15021 New York , New York 10036 ( 646 ) 661-7661 46-5270895 ( I.R.S. Employer Identification Number ) ( Address , Including Zip Code , and Telephone Number , Including Area Code , of Registrant's Principal Executive Offices ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , par value $ 0.001 per share Trading Symbol ( s ) OVID Name of each exchange on which registered The Nasdaq Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes □ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Act . Yes □ No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to the filing requirements for the past 90 days . Yes ☑ No □ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company or an emerging growth company . See the definitions of " large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company , ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act .: Large Accelerated Filer Non - accelerated Filer Emerging growth company ☐ Accelerated Filer Smaller Reporting 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 ☑ ☐ ☑ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Yes □ No ☑ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act . ) Yes ☐ No ☑ As of June 30 , 2020 , the last day of the registrant's most recently completed second fiscal quarter , the aggregate market value of the Common Stock held by non - affiliates of the registrant was approximately $ 293.7 million based on the closing price of the registrant's common stock on June 30 , 2020. The calculation excludes shares of the registrant's common stock held by current executive officers , directors and stockholders that the registrant has concluded are affiliates of the registrant . This determination of affiliate status is not a determination for other purposes . As of March 8 , 2021 , there were 65,753,570 shares of common stock outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for its 2021 Annual Meeting of Stockholders , which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year ended December 31 , 2020 , are incorporated reference into Part III of this Annual Report on Form 10 - K .