0001564590-21-027623 | 10-Q | XBRL Viewer

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2021

Accrued expenses consist of the following:

	March 31,		December 31,
	2021		2020
Clinical trials accrual	$	2,211,228	$	4,175,497
Payroll and bonus accrual		1,194,988		3,845,441
Professional fees accrual		9,119,031		3,846,211
Other		673,285		165,536
Total	$	13,198,532	$	12,032,685

Net Loss Per Share -Summary of Calculation of Basic and Diluted Net Income (Loss) per Share (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Net income (loss)	$ 176,007,307	$ (20,030,090)
Net income attributable to participating securities	(7,439,355)
Net income (loss) attributable to common stockholders	168,567,952	(20,030,090)
Net income (loss) attributable to common stockholders	$ 168,567,952	$ (20,030,090)
Weighted-average common shares outstanding, basic	66,088,592	54,715,610
Dilutive effect of outstanding stock options	489,784
Weighted-average common shares outstanding, diluted	66,578,377	54,715,610
Net income (loss) per share, basic	$ 2.55	$ (0.37)
Net income (loss) per share, diluted	$ 2.53	$ (0.37)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Cash Equivalents and Short-Term Investments (Tables)

3 Months Ended

Mar. 31, 2021

Investments Debt And Equity Securities [Abstract]

Summary of Fair Value of Cash Equivalents, Short-Term Investments and Gross Unrealized Holding Gains and Losses

The following tables summarize the fair value of cash, cash equivalents and short-term investments, as well as gross unrealized holding gains and losses as of March 31, 2021 and December 31, 2020:

	March 31, 2021
	Amortized		Gross unrealized		Gross unrealized		Fair
	cost		holding gains		holding losses		value
Cash	$	1,857,457	$	-	$	-	$	1,857,457
Money market funds		231,193,703		-		-		231,193,703
Total cash and cash equivalents	$	233,051,160	$	-	$	-	$	233,051,160

	December 31, 2020
	Amortized		Gross unrealized		Gross unrealized		Fair
	cost		holding gains		holding losses		value
Cash	$	1,977,320	$	-	$	-	$	1,977,320
Money market funds		70,056,610		-		-		70,056,610
Total cash and cash equivalents	$	72,033,930	$	-	$	-	$	72,033,930

Stock-Based Compensation - Summary of Assumptions Used to Compute Fair Value of Employee Option Granted (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Employee Stock Option [Member]
Stock-Based Compensation [Line Items]
Weighted Average, Volatility	80.40%	77.43%
Weighted Average, Expected term in years	6 years 29 days	6 years 29 days
Weighted Average, Dividend rate	0.00%	0.00%
Weighted Average, Risk-free interest rate	0.65%	1.42%
Weighted Average, Fair value of option on grant/measurement date	$ 2.18	$ 2.49
Nonemployee Stock Options [Member]
Stock-Based Compensation [Line Items]
Weighted Average, Volatility	73.90%	77.40%
Weighted Average, Expected term in years	5 years 10 months 17 days	6 years 29 days
Weighted Average, Dividend rate	0.00%	0.00%
Weighted Average, Risk-free interest rate	2.36%	1.40%
Weighted Average, Fair value of option on grant/measurement date	$ 1.15	$ 2.45

Collaboration Agreements

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Collaboration Agreements

NOTE 10 – COLLABORATION AGREEMENTS

Angelini Collaboration

On July 9, 2020, the Company entered into the Angelini License Agreement with Angelini, pursuant to which the Company granted to Angelini exclusive rights to develop and commercialize OV101, a selective agonist of the GABA_A receptor, for the treatment of Angelman syndrome in the European Economic Area as well as Switzerland, the United Kingdom, Russia and Turkey (the “European Territory”). On March 29, 2021, the Company received a notice of termination of the Angelini License Agreement. Subsequently, Angelini and the Company mutually agreed to waive the six month termination notice provisions and the Angelini License Agreement terminated effective March 31, 2021. The Company has been released from its performance obligations and will not be entitled to any future milestone payments under the Angelini License Agreement.

The Company evaluated the Angelini License Agreement to determine whether it is a collaborative arrangement for purposes of ASC 808. The Company concluded that because Angelini is not the ultimate decision maker or the legal owner of the license, Angelini is not considered an active participant and therefore the Angelini License Agreement is outside of the scope of ASC 808. The Company concluded that Angelini is a customer with regard to the combined license and research and development activities and as such the Angelini License Agreement should be evaluated under ASC 606.

The Company identified the following material promises under the Angelini License Agreement: (1) licensing of intellectual property with respect to OV101 (2) completion of certain ongoing trials (3) transfer of a specified amount of compound and related information (4) potential for funding 35% of the cost for Angelini future trials limited to $7.0 million and (5) completion of the manufacturing process technology transfer.

The Company determined that the $7.0 million represented a potential payment to a customer and was deferred. The transfer of compound and related information is considered a contingent milestone payment that will be recognized upon acceptance by Angelini of the milestone. The Company further determined that the license and the completion of ongoing trials are distinct from each other, as each has value without the other. As such, for the purposes of ASC 606, the Company determined that these two material promises, represent distinct performance obligations.

The Company determined the transaction price is equal to the upfront fee of $20.0 million. The transaction price was allocated based on the standalone selling price of the license and the ongoing trials.

Pursuant to the Angelini License Agreement and during the year ended December 31, 2020, Angelini made an upfront payment to the Company of $20.0 million. Upon the transfer of the specified amount of compound and related information and acceptance by Angelini, Angelini paid the Company an additional $5.0 million. This performance obligation was determined to be variable consideration which was constrained and not considered part of the upfront transaction price allocation.

During the three months ended March 31, 2021 and effective upon termination of the Angelini License Agreement, the Company recognized $12.4 million of revenue consisting of $5.4 million of license revenue related to ongoing trials and the $7.0 million related to the potential 35% funding of the cost for Angelini future trials.

Takeda Collaboration

On January 6, 2017, the Company entered into a license and collaboration with Takeda, to jointly develop and commercialize the compound TAK-935, under which the Company licensed from Takeda certain exclusive rights to develop and commercialize OV935 (soticlestat), in certain territories.

In March 2021, the Company entered into the Takeda License and Termination Agreement with Takeda, pursuant to which Takeda secured rights to the Company’s 50% global share in soticlestat, which the Company had originally licensed from Takeda, and the Company granted to Takeda an exclusive worldwide license under the Company’s relevant intellectual property rights to develop and commercialize the investigational medicine OV935 for the treatment of developmental and epileptic encephalopathies, including Dravet syndrome and Lennox-Gastaut syndrome.

Under the Takeda License and Termination Agreement, all rights in OV935 are owned by Takeda or exclusively licensed to Takeda by the Company. Takeda assumed all responsibility for, and costs of, both development and commercialization of soticlestat, and the Company will no longer have any financial obligation to Takeda under the original collaboration agreement, including for milestone payments or any future development and commercialization costs. On March 29, 2021 upon the closing of the Takeda License and Termination Agreement, the Company received an upfront payment of $196.0 million and will be eligible to receive up to an additional $660.0 million upon achieving development, regulatory and sales milestones. In addition, the Company will be entitled to receive tiered royalties beginning in the low double-digits, and up to 20% on sales of soticlestat if it achieves regulatory approval. Royalties are payable on a country-by-country and product-by-product basis during the period beginning on the date of the first commercial sale of such product in such country and ending on the later to occur of the expiration of patent rights covering the product in such country and a specified anniversary of such first commercial sale.

The Company identified the following material promises under the Takeda License and Termination Agreement: (1) no later than the second business day prior to the closing of the Takeda License and Termination Agreement (the “Closing Date”), the Company and Takeda were required to agree on an estimate of the development expenses that accrued, or would accrue, under the original collaboration agreement as of March 31, 2021; (2) on the Closing Date, the Company was required to (i) provide and transfer to Takeda the materials, information and data relating to the OV935 program, including clinical trial data and results, as further set forth in the Takeda License and Termination Agreement, (ii) assign to Takeda certain agreements applicable to the OV935 program, and (iii) assign to Takeda all of its right, title and interest in, to and under all intellectual property rights developed or created pursuant to the original collaboration agreement and owned jointly by the Company and Takeda as of the Closing Date; (3) within 45 days after March 31, 2021, the Company and Takeda are required to provide a written report to the finance officer designated by the other party setting forth a final total of the development expenses that accrued as of March 31, 2021 and, within 10 business days after receipt of such report, the finance officers shall agree on whether a net settlement payment is due from Takeda to the Company or from the Company to Takeda; and (4) within 75 days after the Closing Date, to the extent not provided on the Closing Date, Ovid shall provide to Takeda (i) any materials, information and data relating to the OV935 program, including clinical trial data and results, as further set forth in the Takeda License and Termination Agreement, (ii) other documents (including all expired agreements and related data developed thereunder) to the extent relating to the OV935 program that are necessary for the exploitation, development, commercialization and manufacture of OV935, as further set forth in the Takeda License and Termination Agreement and (iii) any tangible embodiments of the intellectual property rights controlled by Ovid that are reasonably necessary for, used in or held for use in Takeda’s exploitation of the OV935 program.

The Company determined the transaction price is equal to the upfront fee of $196.0 million and is associated with all four performance obligations identified above. It is noted that the incremental effort associated with performance obligations three and four is negligible and not material in the context of the Takeda License and Termination Agreement since all of the information is related to the collaboration period for which the Company already has the information readily available. Therefore, since they are not material in the context of the Takeda License and Termination Agreement, the full upfront fee will be allocated to the two performance obligations satisfied at closing.

During the three months ended March 31, 2021, the Company recognized a credit in research and development expenses of $2.6 million and expenses of $0.1 million in general and administrative representing costs to be reimbursed to the Company from Takeda. During the three months ended March 31, 2020, the Company recognized a credit in research and development expenses of $0.4 representing costs to be reimbursed to the Company from Takeda.

Stock-Based Compensation - Summary of Recognized Stock-Based Compensation Expense (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stock-Based Compensation [Line Items]
Stock-based compensation expense, Total	$ 1,320,002	$ 1,302,931
Research and Development [Member]
Stock-Based Compensation [Line Items]
Stock-based compensation expense, Total	458,035	564,136
General and Administrative Expenses [Member]
Stock-Based Compensation [Line Items]
Stock-based compensation expense, Total	$ 861,967	$ 738,795

Stock-Based Compensation

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

NOTE 7 – STOCK-BASED COMPENSATION

The Company's Board of Directors adopted and the Company's stockholders approved the 2017 equity incentive plan (“2017 Plan”), which became effective immediately on May 4, 2017. The initial reserve of shares of common stock under the 2017 Plan was 3,052,059 shares. The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards, and other forms of stock-based awards. Additionally, the 2017 Plan provides for the grant of performance cash awards. The Company's employees, officers, directors and consultants and advisors are eligible to receive awards under the 2017 Plan. Upon the adoption of the 2017 Plan, no further awards will be granted under the Company’s prior plan. Pursuant to the terms of the 2017 Plan, on each January 1st, the plan limit shall be increased by the lesser of (x) 5% of the number of shares of common stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion. On January 1, 2021 and January 1, 2020, respectively, an additional 3,287,158 and 2,735,516 shares were reserved for issuance under the 2017 Plan. As of March 31, 2021, there were 4,443,769 shares of the Company’s common stock reserved and available for issuance under the 2017 Plan.

The Company's Board of Directors adopted, and the Company's stockholders approved the 2017 employee stock purchase plan (the “2017 ESPP”), which became effective immediately prior to the execution of the underwriting agreement related to the Company’s initial public offering on May 4, 2017. The initial reserve of shares of common stock that may be issued under the 2017 ESPP was 279,069 shares. On March 20, 2017, the Company’s Compensation Committee approved an offering period under the 2017 ESPP, which began on October 20, 2017. The ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated purchase dates. During the three months ended March 31, 2021 and 2020, 34,256 and 43,743 shares were purchased under the ESPP and the Company recorded expense of $19,000 and $20,000, respectively. The number of shares of common stock reserved for issuance under the 2017 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2018 and continuing through and including January 1, 2027, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 550,000 shares or (iii) such lesser number of shares determined by our Board. The Board acted prior to each of January 1, 2020 and January 1, 2021 to provide that there be no increase in the number of shares reserved for issuance under the 2017 ESPP on either such date. As of March 31, 2021, there were 519,296 shares of the Company’s common stock reserved for issuance under the 2017 ESPP.

Unless specified otherwise in an individual option agreement, stock options granted under the prior plan and the 2017 Plan generally have a ten-year term and a four-year graded vesting period. The vesting requirement is generally conditioned upon the grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of option holder’s death or disability while employed by or providing service to the Company, the exercisable period extends to 12 months.

Performance-based option awards generally have similar terms, with vesting commencing on the date the performance condition is achieved and expire in accordance with the specific terms of the agreement. At March 31, 2021, there were 50,000 performance-based options outstanding and unvested that include options to be granted upon the achievement of certain research and development milestones.

The fair value of options granted during the three months ended March 31, 2021 and 2020 was estimated using the Black-Scholes option valuation model. The inputs for the Black-Scholes option valuation model require management’s significant assumptions and are detailed in the table below. The risk-free interest rates were based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life was based on the simplified method in accordance with the SEC Staff Accounting Bulletin No. Topic 14D. The expected volatility was estimated based on historical volatility information of peer companies that are publicly available.

All assumptions used to calculate the grant date fair value of nonemployee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options underlying the agreements would also be cancelled.

The Company granted zero and 10,000 stock options to nonemployee consultants for services rendered during the three months ended March 31, 2021 and 2020, respectively. There were 27,188 and 133,946 unvested nonemployee options outstanding as of March 31, 2021 and 2020, respectively. Total expense recognized related to the nonemployee stock options for the three months ended March 31, 2021 and 2020, was $35,000 and $36,000, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $152,000 as of March 31, 2021. The Company did not recognize any expense for nonemployee performance-based option awards during the three months ended March 31, 2021 and 2020.

The Company granted 643,600 and 520,300 stock options to employees during the three months ended March 31, 2021 and 2020 respectively. There were 5,156,000 and 4,112,758 unvested employee options outstanding as of March 31, 2021, and 2020, respectively. Total expense recognized related to the employee stock options for the three months ended March 31, 2021 and 2020 was $1.3 million and $1.2 million, respectively. Total unrecognized compensation expense related to employee stock options was $12.2 million as of March 31, 2021. During the three months ended March 31, 2021 and 2020, the Company recognized zero and $38,000, respectively, in expenses for employee performance-based option awards.

The Company’s stock-based compensation expense was recognized in operating expense as follows:

	Three Months Ended March 31,
	2021		2020
Research and development	$	458,035	$	564,136
General and administrative		861,967		738,795
Total	$	1,320,002	$	1,302,931

	Three Months Ended March 31,
	2021		2020
Stock options	$	1,301,214	$	1,283,171
Employee Stock Purchase Plan		18,788		19,760
Total	$	1,320,002	$	1,302,931

The fair value of employee options granted during the three months ended March 31, 2021 and 2020 was estimated by utilizing the following assumptions:

	Three Months Ended March 31,
	2021			2020
	Weighted Average			Weighted Average
Volatility		80.40	%		77.43	%
Expected term in years		6.08			6.08
Dividend rate		0.00	%		0.00	%
Risk-free interest rate		0.65	%		1.42	%
Fair value of option on grant date	$	2.18		$	2.49

The fair value of nonemployee options granted during the three months ended March 31, 2021 and 2020 was estimated by utilizing the following assumptions:

	Three Months Ended March 31,
	2021			2020
	Weighted Average			Weighted Average
Volatility		73.90	%		77.40	%
Expected term in years		5.88			6.08
Dividend rate		0.00	%		0.00	%
Risk-free interest rate		2.36	%		1.40	%
Fair value of option on measurement date	$	1.15		$	2.45

The following table summarizes the number of options outstanding and the weighted average exercise price:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life in Years		Value
Options outstanding December 31, 2020		10,403,420		$	5.26		7.59	$	652,438
Granted		643,600			3.18		9.47
Exercised		(10,400	)		2.00			$	6,836
Forfeited or expired		(28,439	)		3.52
Options outstanding March 31, 2021		11,008,181		$	5.15		7.39	$	6,453,789
Vested and exercisable at March 31, 2021		5,824,393		$	6.35		5.96	$	2,522,609

At March 31, 2021 there was approximately $12.4 million of unamortized share–based compensation expense related to employee and nonemployee grants, which is expected to be recognized over a remaining average vesting period of 2.99 years.

Cash Equivalents and Short-Term Investments - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021 USD ($) Investment	Mar. 31, 2020 USD ($)	Dec. 31, 2020 Investment
Investments Debt And Equity Securities [Abstract]
Number of securities in an unrealized loss position for more than 12 months	0
Number of securities in an unrealized gain position for more than 12 months			0
Gains or losses on available-for-sale securities \| $	$ 0	$ 0

Property and Equipment and Intangible Assets

3 Months Ended

Mar. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment and Intangible Assets

NOTE 4 – PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

Property and equipment is summarized as follows:

	March 31,			December 31,
	2021			2020
Furniture and equipment	$	332,471		$	320,957
Less accumulated depreciation		(203,980	)		(185,337	)
Total property and equipment, net	$	128,491		$	135,620

Depreciation expense was $19,000 and $12,000 for the three months ended March 31, 2021 and 2020, respectively.

Intangible assets, net of accumulated amortization was $263,000 and $319,000 as of March 31, 2021 and December 31,2020, respectively, and are included in other assets. Amortization expense was $56,000 and $55,000 for the three months ended March 31, 2021 and 2020, respectively.

Property and Equipment and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Property Plant And Equipment [Abstract]
Depreciation expense	$ 19,000	$ 12,000
Intangible assets, net of accumulated amortization	263,000		$ 319,000
Amortization expense	$ 56,000	$ 55,000

Stock-Based Compensation - Additional Information (Detail) - USD ($)			3 Months Ended
	Jan. 01, 2021	Jan. 01, 2020	Mar. 31, 2021	Mar. 31, 2020
Stock-Based Compensation [Line Items]
Share based compensation expense			$ 1,320,002	$ 1,302,931
Performance based options outstanding			50,000
Stock options, granted			643,600
Unrecognized compensation expenses			$ 12,400,000
Unrecognized compensation not yet recognized, period for recognition			2 years 11 months 26 days
Nonemployee Stock Options [Member]
Stock-Based Compensation [Line Items]
Share based compensation expense			$ 35,000	$ 36,000
Stock options, granted			0	10,000
Unvested stock options, outstanding			27,188	133,946
Unrecognized compensation expenses			$ 152,000
Non-employee Performance Based Option Awards [Member]
Stock-Based Compensation [Line Items]
Share based compensation expense			0	$ 0
Employee Stock Option [Member]
Stock-Based Compensation [Line Items]
Share based compensation expense			$ 1,300,000	$ 1,200,000
Stock options, granted			643,600	520,300
Unvested stock options, outstanding			5,156,000	4,112,758
Unrecognized compensation expenses			$ 12,200,000
Performance-based Option Awards [Member]
Stock-Based Compensation [Line Items]
Share based compensation expense			$ 0	$ 38,000
2017 Equity Incentive Plan [Member]
Stock-Based Compensation [Line Items]
Common stock, reserved for future issuance			3,052,059
Increase of equity incentive plan/ employee stock purchase plan limit description			Pursuant to the terms of the 2017 Plan, on each January 1st, the plan limit shall be increased by the lesser of (x) 5% of the number of shares of common stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion.
Percentage of number of shares of common stock outstanding			5.00%
Number of additional shares reserved for issuance under the plan	3,287,158	2,735,516
Number of company's common stock reserved for issuance under the plan			4,443,769
Share based compensation, term of plan			10 years
Share based compensation, graded vesting period			4 years
Share based compensation, exercisable			90 days
2017 ESPP [Member]
Stock-Based Compensation [Line Items]
Common stock, reserved for future issuance			279,069
Increase of equity incentive plan/ employee stock purchase plan limit description			The number of shares of common stock reserved for issuance under the 2017 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2018 and continuing through and including January 1, 2027, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 550,000 shares or (iii) such lesser number of shares determined by our Board.
Percentage of number of shares of common stock outstanding			1.00%
Number of additional shares reserved for issuance under the plan	0	0
Number of company's common stock reserved for issuance under the plan			519,296
Offering period description			On March 20, 2017, the Company’s Compensation Committee approved an offering period under the 2017 ESPP, which began on October 20, 2017.
Share based compensation, percentage of discount from market price on purchase date			15.00%
Share based compensation, number of shares purchased			34,256	43,743
Share based compensation expense			$ 19,000	$ 20,000
Increase in number of shares each year under the plan			550,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair Value Level 1 [Member] \| Money Market Funds and Short-term Investments [Member]
Summary of Significant Accounting Policy [Line Items]
Fair value assets	$ 231,200,000	$ 70,100,000
Fair Value Level 2 [Member]
Summary of Significant Accounting Policy [Line Items]
Fair value assets	0	0
Fair value liabilities	0	0
Fair Value Level 3 [Member]
Summary of Significant Accounting Policy [Line Items]
Fair value assets	0	0
Fair value liabilities	$ 0	$ 0

Cash Equivalents and Short-Term Investments

3 Months Ended

Mar. 31, 2021

Investments Debt And Equity Securities [Abstract]

Cash Equivalents and Short-Term Investments

NOTE 3 – CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

All short-term investments are classified as available-for-sale. The following tables summarize the fair value of cash, cash equivalents and short-term investments, as well as gross unrealized holding gains and losses as of March 31, 2021 and December 31, 2020:

	March 31, 2021
	Amortized		Gross unrealized		Gross unrealized		Fair
	cost		holding gains		holding losses		value
Cash	$	1,857,457	$	-	$	-	$	1,857,457
Money market funds		231,193,703		-		-		231,193,703
Total cash and cash equivalents	$	233,051,160	$	-	$	-	$	233,051,160

	December 31, 2020
	Amortized		Gross unrealized		Gross unrealized		Fair
	cost		holding gains		holding losses		value
Cash	$	1,977,320	$	-	$	-	$	1,977,320
Money market funds		70,056,610		-		-		70,056,610
Total cash and cash equivalents	$	72,033,930	$	-	$	-	$	72,033,930

The Company did not hold any securities that were in an unrealized loss position for more than 12 months as of March 31, 2021 and December 31, 2020.

There were no material realized gains or losses on available-for-sale securities during the three months ended March 31, 2021 and 2020.

Property and Equipment and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Property Plant And Equipment [Abstract]

Summary of Property and Equipment

Property and equipment is summarized as follows:

	March 31,			December 31,
	2021			2020
Furniture and equipment	$	332,471		$	320,957
Less accumulated depreciation		(203,980	)		(185,337	)
Total property and equipment, net	$	128,491		$	135,620

Stock-Based Compensation - Summary of Options Outstanding and Weighted Average Exercise Price (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Shares, Options Outstanding, Beginning balance	10,403,420
Number of Shares, Granted	643,600
Number of Shares, Exercised	(10,400)
Number of Shares, Forfeited or expired	(28,439)
Number of Shares, Options Outstanding, Ending balance	11,008,181	10,403,420
Number of Shares, Vested and exercisable, Ending balance	5,824,393
Weighted Average Exercise Price, Options Outstanding	$ 5.26
Weighted Average Exercise Price, Granted	3.18
Weighted Average Exercise Price, Exercised	2.00
Weighted Average Exercise Price, Forfeited or expired	3.52
Weighted Average Exercise Price, Options Outstanding	5.15	$ 5.26
Weighted Average Exercise Price, Vested and exercisable	$ 6.35
Weighted Average Remaining Contractual Life, Options Outstanding	7 years 4 months 20 days	7 years 7 months 2 days
Weighted Average Remaining Contractual Life, Granted	9 years 5 months 19 days
Weighted Average Remaining Contractual Life, Vested and exercisable	5 years 11 months 15 days
Aggregate Intrinsic Value, Options Outstanding	$ 652,438
Aggregate Intrinsic Value, Exercised	6,836
Aggregate Intrinsic Value, Options Outstanding	6,453,789	$ 652,438
Aggregate Intrinsic Value, Vested and exercisable	$ 2,522,609

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 233,051,160	$ 72,033,930
Related party receivable	1,023,791	141,763
Prepaid expenses and other current assets	2,587,099	2,667,508
Total current assets	236,662,050	74,843,201
Long-term prepaid expenses	252,055	477,171
Security deposit	150,626	150,626
Property and equipment, net	128,491	135,620
Other assets	262,808	318,900
Total assets	237,456,030	75,925,518
Current liabilities:
Accounts payable	3,147,558	5,446,206
Accrued expenses	13,198,532	12,032,685
Deferred revenue, current		2,212,892
Related party payable		2,370,992
Total current liabilities	16,346,090	22,062,775
Deferred revenue, net of current portion		10,169,887
Related party payable - noncurrent		61,200
Total liabilities	16,346,090	32,293,862
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; Series A convertible preferred stock, 10,000 shares designated, 1,250 and 3,250 shares issued and outstanding at March 31, 2021 and December 31, 2020 respectively	1	3
Common stock, $0.001 par value; 125,000,000 shares authorized; 67,787,826 and 65,743,170 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	67,788	65,743
Additional paid-in-capital	339,226,941	337,758,007
Accumulated deficit	(118,184,790)	(294,192,097)
Total stockholders' equity	221,109,940	43,631,656
Total liabilities and stockholders' equity	$ 237,456,030	$ 75,925,518

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Estimated annual effective tax rate	0.28%
State income tax expense	$ 500,000
Pre-tax income	$ 176,507,584	$ (20,030,090)
Federal or state income tax provision		$ 0

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Stockholders' Equity and Preferred Stock - Additional Information (Detail) - USD ($)	1 Months Ended		3 Months Ended
	Aug. 31, 2020	May 31, 2020	Mar. 31, 2021	Dec. 31, 2020	Nov. 30, 2020
Class Of Stock [Line Items]
Common stock, shares authorized			125,000,000	125,000,000
Preferred stock, shares authorized			10,000,000	10,000,000
Common stock voting rights			one vote for each share held
Net proceeds from issuance of stock	$ 46,700,000
Dividends declaration and payment terms			Holders of Series A preferred stock are entitled to receive dividends at a rate equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends (other than dividends in the form of the issuance of common stock) actually paid on shares of common stock.
Dividends declared			$ 0
Series A Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Number of shares issued			2,000
Series A Convertible Preferred Stock [Member] \| Biotechnology Value Fund, L.P [Member]
Class Of Stock [Line Items]
Number of shares issued		2,256
Common Stock [Member]
Class Of Stock [Line Items]
Number of shares issued	6,250,000
Conversion of common stock to series A convertible preferred stock, Shares			2,000,000
Stock issued, price per share	$ 8.00
Common Stock [Member] \| Biotechnology Value Fund, L.P [Member]
Class Of Stock [Line Items]
Conversion of common stock to series A convertible preferred stock, Shares		2,256,000
ATM Agreement [Member] \| Maximum [Member] \| Cowen And Company, LLC [Member]
Class Of Stock [Line Items]
Net proceeds from offering, value					$ 75,000,000
Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock, share designated			10,000	10,000
Preferred stock, shares outstanding			1,250	3,250
Maximum allowable owning percentage of outstanding common stock by associates or affiliates			9.99%
Maximum allowable voting right percentage of outstanding common stock holders			14.99%
Convertible preferred stock, terms of conversion			percentage may be changed at the holder’s election to any other number less than or equal to 19.99% upon 61 days’ notice to the Company; provided, however, that effective 61 days after delivery of such notice, such beneficial ownership limitations shall not be applicable to any holder that beneficially owns either 10.0% or 15.0%
Preferred stock, liquidation preference per share			$ 0.001
Series A Convertible Preferred Stock \| Biotechnology Value Fund, L.P [Member]
Class Of Stock [Line Items]
Conversion of common stock to series A convertible preferred stock, Shares		2,256
Series A Convertible Preferred Stock \| Series A Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Number of shares issued for each share of convertible preferred stock that is converted			1,000
Common Stock [Member] \| ATM Agreement [Member] \| Cowen And Company, LLC [Member]
Class Of Stock [Line Items]
Number of shares issued			0

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Unaudited Interim Condensed Consolidated Financial Statements

(A) Unaudited Interim Condensed Consolidated Financial Statements

The interim condensed consolidated balance sheet at March 31, 2021, the condensed consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity for the three months ended March 31, 2021 and 2020 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and following the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP are condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of its financial information. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. The balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K.

Basis of Presentation and Consolidation

(B) Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in conformity with GAAP and include the accounts of Ovid Therapeutics Inc. and its wholly owned subsidiary, Ovid Therapeutics Hong Kong Limited. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.

Fair Value of Financial Instruments

(D) Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

•

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. The Company’s Level 1 assets consisted of money market funds and short-term investments totaling $231.2 million and $70.1 million as of March 31, 2021 and December 31, 2020, respectively.

•

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. The Company had no Level 2 assets or liabilities as of March 31, 2021 and December 31, 2020.

•

Level 3—Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company had no Level 3 assets or liabilities as of March 31, 2021 and December 31, 2020.

The carrying amounts reported in the balance sheets for cash and cash equivalents, related party receivable, other current assets, accounts payable, accrued expenses, and current related party payable approximate their fair value based on the short-term maturity of these instruments.

Revenue Recognition

(E) Revenue Recognition

Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In applying ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the promises and performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) it satisfies the performance obligations. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services we transfer to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved.

If there are multiple distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. The standalone selling price is generally determined using expected cost and comparable transactions. Revenue for performance obligations recognized over time is recognized by measuring the progress toward complete satisfaction of the performance obligations using an input measure.

Non-refundable upfront fees allocated to licenses that are not contingent on any future performance and require no consequential continuing involvement by the Company, are recognized as revenue when the license term commences and the licensed data, technology or product is delivered. The Company defers recognition of upfront license fees if the performance obligations are not satisfied.

Net Income (Loss) Per Share

(F) Net Income (Loss) Per Share

Net income (loss), basic per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding. The Company applies the two-class method to allocate earnings between common stock and participating securities.

Net income (loss), diluted per share attributable to common stockholders adjusts the basic earnings per share attributable to common stockholders and the weighted-average number of shares of common stock outstanding for the potential dilutive impact of stock options, using the treasury-stock method.

Recent Accounting Pronouncements

(G) Recent Accounting Pronouncements

Recent accounting standards which have been adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new standard requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including loans and trade and other receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The standard also amends the impairment model for available-for-sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. Under the new guidance, an entity recognizes an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as was previously required. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019. As of March 31, 2021, the Company did not hold any debt securities with credit losses, nor does it have any trade receivables. The adoption of this standard effective January 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

On August 29, 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other - Internal-Use Software (Subtopic 350-40) - which amends ASC 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU No. 2018-15 aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. According to the standard the balance sheet line item for the presentation of capitalized implementation costs should be the same as that for the prepayment of fees related to the hosting arrangement and the manner in which an entity classifies the cash flows related to capitalized implementation costs should be the same as that in which it classifies the cash flows for the fees related to the hosting arrangement. ASU 2018-15 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods therein. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance. The adoption of this standard effective January 1, 2020 did not have a material impact on the Company’s consolidated financial statements and was adopted prospectively.

On November 5, 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) - which amends ASC 808 to clarify when transactions between participants in a collaborative arrangement under ASC 808 are within the scope of the FASB’s new revenue standard, ASU 2014-09 (codified in ASC 606). The amendments require the application of ASC 606 existing guidance to determine the units of account that are distinct in a collaborative arrangement for purposes of identifying transactions with customers. If a unit of account within the collaborative arrangement is distinct and is with a customer, an entity shall apply the guidance in Topic 606 to that unit of account. In a transaction between collaborative participants, an entity is precluded by ASU 2018-18 from presenting a transaction together with “revenue from contracts with customers” unless the unit of account is within the scope of ASC 606 and the entity applies the guidance in ASC 606 to such unit of account. The amended guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The retrospective adoption of this standard effective January 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements. ASU 2020-10 is effective for annual and interim periods beginning after December 15, 2020. The Company early adopted ASU 2020-10 for the reporting period ending December 31, 2020. The adoption of this update did not have a material effect on the Company’s consolidated financial statements.

Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss)	$ 176,007,307	$ (20,030,090)
Other comprehensive income:
Unrealized gain on available-for-sale securities		63,235
Comprehensive income (loss)	$ 176,007,307	$ (19,966,855)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended		3 Months Ended
	Aug. 31, 2020	May 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Common stock, shares issued			67,787,826	65,743,170
Biotechnology Value Fund, L.P [Member]
Related Party Transaction [Line Items]
Common stock, shares issued	1,250,000
Proceeds from Offerings, net of offering expenses	$ 10.0
Series A Convertible Preferred Stock \| Biotechnology Value Fund, L.P [Member]
Related Party Transaction [Line Items]
Conversion of common stock to series A convertible preferred stock, Shares		2,256
Common Stock [Member]
Related Party Transaction [Line Items]
Conversion of common stock to series A convertible preferred stock, Shares			2,000,000
Common Stock [Member] \| Biotechnology Value Fund, L.P [Member]
Related Party Transaction [Line Items]
Conversion of common stock to series A convertible preferred stock, Shares		2,256,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	67,787,826	65,743,170
Common stock, shares outstanding	67,787,826	65,743,170
Series A Convertible Preferred Stock
Preferred stock, share designated	10,000	10,000
Preferred stock, shares issued	1,250	3,250
Preferred stock, shares outstanding	1,250	3,250

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 05, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Trading Symbol	OVID
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, par value $0.001 per share
Entity Registrant Name	Ovid Therapeutics Inc.
Entity Central Index Key	0001636651
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		67,807,266
Entity Shell Company	false
Entity File Number	001-38085
Entity Tax Identification Number	46-5270895
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1460 Broadway
Entity Address, Address Line Two	Suite 15044
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	661-7661
Document Quarterly Report	true
Document Transition Report	false

Stockholders' Equity and Preferred Stock

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Stockholders' Equity and Preferred Stock

NOTE 6 – STOCKHOLDERS’ EQUITY AND PREFERRED STOCK

The Company’s capital structure consists of common stock and Preferred Stock. Pursuant to the Company’s amended and restated certificate of incorporation, as amended, the Company is authorized to issue up to 125,000,000 shares of common stock and 10,000,000 shares of Preferred Stock. The Company has designated 10,000 of the 10,000,000 authorized shares of Preferred Stock as non-voting Series A Convertible Preferred Stock (“Series A Preferred Stock”).

The holders of common stock are entitled to one vote for each share held. The holders of common stock have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Subject to preferences that may apply to any outstanding series of Preferred Stock, holders of the common stock are entitled to receive ratably any dividends declared on a non-cumulative basis. Shares of Series A Preferred Stock will be entitled to receive dividends at a rate equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends actually paid on shares of common stock. The common stock is subordinate to all series of Preferred Stock with respect to rights upon liquidation, winding up and dissolution of the Company. The holders of common stock are entitled to liquidation proceeds after all liquidation preferences for the Preferred Stock are satisfied.

In November 2020, the Company entered into a sales agreement (the “2020 ATM agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company may offer and sell in “at the market offerings,” from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $75.0 million through Cowen acting as sales agent. As of March 31, 2021, the Company has not sold any shares of its common stock under the 2020 ATM agreement.

There were 1,250 and 3,250 shares of Series A Preferred Stock outstanding as of March 31, 2021 and December 31, 2020, respectively. Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock at any time at the holder’s option. However, the holder will be prohibited, subject to certain exceptions, from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than, at the written election of the holder, either 9.99% or 14.99% of the total number of shares of common stock then issued and outstanding, which percentage may be changed at the holder’s election to any other number less than or equal to 19.99% upon 61 days’ notice to the Company; provided, however, that effective 61 days after delivery of such notice, such beneficial ownership limitations shall not be applicable to any holder that beneficially owns either 10.0% or 15.0%, as applicable based on the holder’s initial written election noted above, of the total number of shares of common stock issued and outstanding immediately prior to delivery of such notice. In the event of a liquidation, dissolution, or winding up of the Company, holders of Series A Preferred Stock will receive a payment equal to $0.001 per share of Series A Preferred Stock before any proceeds are distributed to the holders of common stock.

In March 2021, certain of the Company’s stockholders elected to convert an aggregate of 2,000 shares of Series A Preferred Stock owned by such holders into an aggregate of 2,000,000 shares of the Company’s common stock.

In August 2020, the Company sold 6,250,000 shares of its common stock at a public offering price of $8.00 per share, for net proceeds of $46.7 million after deducting underwriting discounts and commissions and other offering expenses payable by the Company, (the “August 2020 Offering”).

In May 2020, entities affiliated with Biotechnology Value Fund, L.P. elected to convert an aggregate of 2,256 shares of Series A Preferred Stock owned by such holders into an aggregate of 2,256,000 shares of the Company’s common stock.

Dividends

Holders of Series A preferred stock are entitled to receive dividends at a rate equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends (other than dividends in the form of the issuance of common stock) actually paid on shares of common stock. Through March 31, 2021, the Company has not declared any dividends.

Property and Equipment and Intangible Assets - Summary of Property and Equipment (Detail) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Less accumulated depreciation	$ (203,980)	$ (185,337)
Total property and equipment, net	128,491	135,620
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Furniture and equipment	$ 332,471	$ 320,957

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9 – COMMITMENTS AND CONTINGENCIES

License Agreements

On March 26, 2015, the Company entered into an exclusive agreement with H. Lundbeck A/S (“Lundbeck”) for a worldwide perpetual licensing right related the research, development and commercialization of OV101 (the “Lundbeck Agreement”). On May 10, 2019, the parties amended the Lundbeck License.

Pursuant to the amended Lundbeck license agreement, the Company agreed to make milestone payments totaling up to $189.0 million upon the achievement of certain development, regulatory and sales milestones. The first payment of $1.0 million is due upon the successful completion of the first Phase 3 trial for a product in which OV101 is an active ingredient. In addition, the agreement calls for the Company to pay royalties for an initial term based on a low double-digit percentage of sales and provides for the reduction of royalties in certain limited circumstances.

In December 2016, the Company entered into a license agreement with Northwestern University (“Northwestern”), pursuant to which Northwestern granted the Company an exclusive, worldwide license to patent rights in certain inventions (the “Northwestern Patent Rights”) which relate to a specific compound and related methods of use for such compound, along with certain Know-How related to the practice of the inventions claimed in the Northwestern Patents.

Under the Northwestern agreement, the Company was granted exclusive rights to research, develop, manufacture and commercialize products utilizing the Northwestern Patent Rights for all uses. The Company has agreed that it will not use the Northwestern Patent Rights to develop any products for the treatment of cancer, but Northwestern may not grant rights in the technology to others for use in cancer. The Company also has an option, exercisable during the term of the agreement to an exclusive license under certain intellectual property rights covering novel compounds with the same or similar mechanism of action as the primary compound that is the subject of the license agreement. Northwestern has retained the right, on behalf of itself and other non-profit institutions, to use the Northwestern Patent Rights and practice the inventions claimed therein for educational and research purposes and to publish information about the inventions covered by the Northwestern Patent Rights.

Upon entry into the Northwestern agreement, the Company paid an upfront non-creditable one-time license issuance fee of $75,000, and is required to pay an annual license maintenance fee of $20,000, which will be creditable against any royalties payable to Northwestern following first commercial sale of licensed products under the agreement. The Company is responsible for all ongoing costs of filing, prosecuting and maintaining the Northwestern Patents, but also has the right to control such activities using its own patent counsel. In consideration for the rights granted to the Company under the Northwestern agreement, the Company is required to pay to Northwestern up to an aggregate of $5.3 million upon the achievement of certain development and regulatory milestones for the first product covered by the Northwestern Patents, and, upon commercialization of any such products, will be required to pay to Northwestern a tiered royalty on net sales of such products by the Company, its affiliates or sublicensees, at percentages in the low to mid-single-digits, subject to standard reductions and offsets. The Company’s royalty obligations continue on a product-by-product and country-by-country basis until the later of the expiration of the last-to-expire valid claim in a licensed patent covering the applicable product in such country and 10 years following the first commercial sale of such product in such country. If the Company sublicenses a Northwestern Patent Right, it will be obligated to pay to Northwestern a specified percentage of sublicense revenue received by the Company, ranging from the high single digits to the low teens.

The Northwestern agreement requires that the Company use commercially reasonable efforts to develop and commercialize at least one product that is covered by the Northwestern Patent Rights.

Unless earlier terminated, the Northwestern agreement will remain in force until the expiration of the Company’s payment obligations thereunder. The Company has the right to terminate the agreement for any reason upon prior written notice or for an uncured material breach by Northwestern. Northwestern may terminate the agreement for the Company’s uncured material breach or insolvency.

As of March 31, 2021, none of these contingent payments were considered probable.

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company is not currently involved in any legal matters arising in the normal course of business.

Under the terms of their respective employment agreements, certain of our executive officers are eligible to receive severance payments and benefits upon a termination without “cause” or due to “permanent disability,” or upon “resignation for good reason,” contingent upon the executive officer’s delivery to the Company of a satisfactory release of claims, and subject to the executive officer’s compliance with non-competition and non-solicitation restrictive covenants.

Nature of Operations - Additional Information (Detail) - USD ($)	3 Months Ended		84 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Accumulated deficit	$ 118,184,790		$ 118,184,790	$ 294,192,097
Working capital	220,300,000		220,300,000
Cash outflows from operating activities	160,899,083	$ (18,411,729)
Cash and cash equivalents	233,051,160		233,051,160	$ 72,033,930
Revenue	208,382,779		$ 221,000,000
Net income (loss)	176,007,307	$ (20,030,090)
License and Collaboration Agreement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Revenue	25,000,000
Royalty And Termination Agreement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Revenue	$ 196,000,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 12 – NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is calculated based upon the weighted-average number of common shares outstanding during the period, excluding outstanding stock options that have been issued but are not yet vested. Diluted net income (loss) per share is calculated based upon the weighted-average number of common shares outstanding during the period plus the dilutive impact of weighted-average common equivalent shares outstanding during the period. The potentially dilutive shares of common stock resulting from the assumed exercise of outstanding stock options were determined under the treasury stock method.

The Basic and diluted net income (loss) per common share is presented in conformity with the two-class method required for participating securities and multiple classes of shares. The Company considers the preferred shares to be participating securities.

For any period in which the Company records net income, undistributed earnings allocated to the participating securities are subtracted from net income in determining net income attributable to common stockholders. The undistributed earnings have been allocated based on the participation rights of preferred shares and common shares as if the earnings for the year have been distributed. For periods in which the Company recognizes a net loss, undistributed losses are allocated only to common shares as the participating securities do not contractually participate in the Company’s losses. Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Participating securities are excluded from basic weighted-average common shares outstanding.

The following table summarizes the calculation of basic and diluted net income (loss) per share:

	March 31,
	2021			2020
Net income (loss)	$	176,007,307		$	(20,030,090	)
Net income attributable to participating securities		(7,439,355	)		-
Net income (loss) attributable to common stockholders	$	168,567,952		$	(20,030,090	)

	March 31,
	2021			2020
Net income (loss) attributable to common stockholders	$	168,567,952		$	(20,030,090	)
Weighted-average common shares outstanding, basic		66,088,592			54,715,610
Dilutive effect of outstanding stock options		489,784