| Item 1. | |
| (a) | Name of issuer:
OVID THERAPEUTICS INC. |
| (b) | Address of issuer's principal executive offices:
441 Ninth Avenue, 14th Floor, New York, NY, 10001. |
| Item 2. | |
| (a) | Name of person filing:
Jeremy M. Levin (the "Reporting Person") |
| (b) | Address or principal business office or, if none, residence:
c/o Ovid Therapeutics Inc.
441 Ninth Avenue, 14th Floor
New York, New York 10001 |
| (c) | Citizenship:
United States of America |
| (d) | Title of class of securities:
COMMON STOCK, $0.001 PAR VALUE |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the date hereof, the Reporting Person beneficially owns 8,551,502 shares of the Issuer's common stock, which consists of (i) 3,735,048 shares of the Issuer's common stock held directly by the Reporting Person, (ii) 35,461 shares held by Divo Holdings, LLC, a limited liability company managed by the Reporting Person's spouse, (iii) 35,500 shares of common stock issuable upon exercise of Series B warrants, and (iv) 4,745,493 shares of common stock issuable upon the exercise of stock options within 60 days of March 31, 2026. |
| (b) | Percent of class:
As of the date hereof, the Reporting Person holds 4.5% of the Issuer's common stock. This percentage is calculated based upon 186,640,102 outstanding shares of the Issuer's common stock, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (Commission File No. 001-38085) filed with the Securities and Exchange Commission on May 12, 2026. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
8,551,502 shares
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| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
8,551,502 shares
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| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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