SCHEDULE: RA Capital Boosts Ovid Therapeutics Stake to 9.9%

RA Capital Management and its affiliates have reported a 9.9% beneficial ownership stake in Ovid Therapeutics Inc., including common stock and exercisable warrants.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") have filed a Schedule 13G for OVID THERAPEUTICS INC.
• The Reporting Persons collectively beneficially own 13,259,735 shares of Ovid Therapeutics Inc. common stock.
• This ownership represents 9.9% of the class, rounded down from 9.99% due to EDGAR filing system limitations.
• The beneficial ownership includes 10,714,000 shares of common stock directly held by RA Capital Healthcare Fund, L.P.
• It also includes Series A warrants exercisable for up to 7,142,666 shares and Series B warrants exercisable for up to 5,357,000 shares.
• A "Beneficial Ownership Blocker" provision in the warrants prevents exercise if it would result in ownership exceeding 9.99% of outstanding common stock.
• The Fund is currently prohibited from exercising warrants to the extent that such exercise would result in beneficial ownership of more than 13,259,735 shares.
• The percentage is calculated based on 130,184,353 shares outstanding as of December 15, 2025, plus 2,545,735 shares issuable upon warrant exercise (limited by the blocker).
• RA Capital serves as the investment adviser for the Fund, and Dr. Kolchinsky and Mr. Shah are controlling persons of RA Capital Management GP, LLC, the general partner of RA Capital.
• The Reporting Persons disclaim status as a "group" for purposes of this Schedule 13G and disclaim beneficial ownership of the securities for any purpose other than determining their obligations under Section 13(d) of the Act.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as a significant institutional investor has disclosed a substantial stake, which can be interpreted as a positive signal for the company. However, it is a factual ownership report, not an operational update, limiting strong sentiment.

Positives

• A significant institutional investor, RA Capital Management, has disclosed a substantial 9.9% stake in Ovid Therapeutics, which can be viewed as a vote of confidence in the company's future prospects.
• The investment includes both common stock and warrants, indicating a long-term interest and potential for increased ownership if the beneficial ownership blocker is adjusted or removed.

Risks

• The beneficial ownership blocker in the warrants limits the immediate ability of RA Capital Healthcare Fund, L.P. to fully exercise all its warrants, capping its potential ownership at 9.99% of the outstanding common stock.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Ovid Therapeutics Inc.'s business operations or financial performance.

Industry Context

This Schedule 13G filing indicates a significant institutional investment in Ovid Therapeutics, a biotechnology company. Such filings are common in the biotech sector, where specialized funds like RA Capital Management often take substantial positions in companies developing novel therapies, signaling potential confidence in their drug pipelines or strategic direction.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake by RA Capital Management may be viewed positively, potentially increasing investor confidence and attracting further investment interest in Ovid Therapeutics Inc.

Key Dates

Keywords

Ovid Therapeutics, RA Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investor, Biotechnology, Healthcare Fund