Attached files
| file | filename |
|---|---|
| EX-10.15 - EX-10.15 - Ovid Therapeutics Inc. | d286200dex1015.htm |
| EX-10.14 - EX-10.14 - Ovid Therapeutics Inc. | d286200dex1014.htm |
| EX-10.13 - EX-10.13 - Ovid Therapeutics Inc. | d286200dex1013.htm |
| EX-10.12 - EX-10.12 - Ovid Therapeutics Inc. | d286200dex1012.htm |
| EX-10.3 - EX-10.3 - Ovid Therapeutics Inc. | d286200dex103.htm |
| EX-10.2 - EX-10.2 - Ovid Therapeutics Inc. | d286200dex102.htm |
| EX-10.1 - EX-10.1 - Ovid Therapeutics Inc. | d286200dex101.htm |
| EX-3.4 - EX-3.4 - Ovid Therapeutics Inc. | d286200dex34.htm |
| EX-3.2 - EX-3.2 - Ovid Therapeutics Inc. | d286200dex32.htm |
| EX-1.1 - EX-1.1 - Ovid Therapeutics Inc. | d286200dex11.htm |
As filed with the Securities and Exchange Commission on April 18, 2017.
Registration No. 333-217245
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ovid Therapeutics Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 46-5270895 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1460 Broadway, Suite 15044
New York, New York 10036
(646) 661-7661
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Jeremy M. Levin, DPhil, MB BChir
Chief Executive Officer
Ovid Therapeutics Inc.
1460 Broadway, Suite 15044 New York, New York 10036
(646) 661-7661
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Laura A. Berezin Divakar Gupta Robert W. Phillips Jaime L. Chase Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 |
Yaron Werber, MD Chief Business and Financial Officer Ovid Therapeutics Inc. 1460 Broadway, Suite 15044 New York, New York 10036 (646) 661-7661 |
Mitchell S. Bloom Edwin M. O’Connor Seo Salimi Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 813-8800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☐ | Emerging growth company ☒ | ||||
| (Do not check if a 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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
|
| ||||
| Title of each class of securities to be registered |
Proposed maximum aggregate offering price(1) |
Amount of registration fee(1) | ||
| Common stock, $0.001 par value per share |
$86,250,000 | $9,997(2) | ||
|
| ||||
|
| ||||
| (1) | Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price. Includes the offering price of additional shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any. |
| (2) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Ovid Therapeutics Inc. is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (Registration No. 333-217245) (the “Registration Statement”) to file certain exhibits to the Registration Statement as indicated on the Index to Exhibits. Accordingly, this Amendment consists only of the facing page, this explanatory note, the signature page to the Registration Statement, the Index to Exhibits and the filed exhibits. Parts I and II of the Registration Statement are unchanged and have therefore been omitted.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 18, 2017.
| OVID THERAPEUTICS INC. | ||
| By: /s/ Jeremy M. Levin, DPhil, MB BChir | ||
| Jeremy M. Levin, DPhil, MB BChir Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Jeremy M. Levin, DPhil, MB BChir Jeremy M. Levin, DPhil, MB BChir |
Chief Executive Officer and Director (Principal Executive Officer) |
April 18, 2017 | ||
| /s/ Timothy Daly Timothy Daly |
Vice President, Finance and Corporate Controller (Principal Financial and Accounting Officer) |
April 18, 2017 | ||
| * Matthew During, MD, DSc |
President, Chief Scientific Officer and Director |
April 18, 2017 | ||
| * Karen Bernstein, PhD |
Director |
April 18, 2017 | ||
| * Bart Friedman |
Director |
April 18, 2017 | ||
| * Douglas Williams, PhD |
Director |
April 18, 2017 | ||
| *By: | /s/ Timothy Daly | |
| Timothy Daly | ||
| Attorney-in-fact | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |||
| 1.1 | Form of Underwriting Agreement. | |||
| 3.1# | Amended and Restated Certificate of Incorporation, as currently in effect. | |||
| 3.2 | Form of Amended and Restated Certificate of Incorporation, to be effective immediately prior to the completion of this offering. | |||
| 3.3# | Amended and Restated Bylaws, as currently in effect. | |||
| 3.4 | Form of Amended and Restated Bylaws, to be effective immediately prior to the completion of this offering. | |||
| 4.1* | Form of Common Stock Certificate of the Registrant. | |||
| 4.2# | Second Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated January 6, 2017. | |||
| 5.1* | Opinion of Cooley LLP. | |||
| 10.1+ | Form of Indemnity Agreement by and between the Registrant and its directors and officers. | |||
| 10.2+ | 2017 Equity Incentive Plan. | |||
| 10.3+ | Forms of Option Grant Notice and Option Agreement under 2017 Equity Incentive Plan. | |||
| 10.4+# | 2014 Equity Incentive Plan, as amended. | |||
| 10.5+# | Amendment to 2014 Equity Incentive Plan, effective as of March 9, 2015. | |||
| 10.6+# | Amendment to 2014 Equity Incentive Plan, effective as of June 4, 2015. | |||
| 10.7+# | Amendment to 2014 Equity Incentive Plan, effective as of July 28, 2015. | |||
| 10.8+# | Amendment to 2014 Equity Incentive Plan, effective as of February 11, 2016. | |||
| 10.9+# | Forms of Stock Option Agreement under the 2014 Equity Incentive Plan. | |||
| 10.10+# | Form of Stock Option Agreement—Early Exercise under the 2014 Equity Incentive Plan. | |||
| 10.11+# | Form of Restricted Stock Purchase Agreement under the 2014 Equity Incentive Plan. | |||
| 10.12+ | 2017 Employee Stock Purchase Plan. | |||
| 10.13+ | Amended and Restated Executive Employment Agreement between the Registrant and Jeremy M. Levin. | |||
| 10.14+ | Amended and Restated Executive Employment Agreement between the Registrant and Amit Rakhit. | |||
| 10.15+ | Amended and Restated Executive Employment Agreement between the Registrant and Dirk Haasner. | |||
| 10.16†# | License Agreement by and between H. Lundbeck A/S and the Registrant, dated March 25, 2015. | |||
| 10.17†# | Collaboration and License Agreement, by and between the Registrant and Takeda Pharmaceutical Company Limited, effective January 6, 2017. | |||
| 10.18†# | Series B-1 Preferred Stock Purchase Agreement, by and between the Registrant and Takeda Pharmaceutical Company Limited, dated January 6, 2017. | |||
| Exhibit Number |
Description | |||
| 23.1# | Consent of KPMG LLP, an Independent Registered Public Accounting Firm. | |||
| 23.2* | Consent of Cooley LLP (included in Exhibit 5.1). | |||
| 24.1# | Power of Attorney (included on the signature page to this registration statement). | |||
| * | To be filed by amendment. |
| + | Indicates a management contract or compensatory plan. |
| † | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment that will be separately filed with the Securities and Exchange Commission. |
| # | Previously filed. |