Ovid Therapeutics (OVID) - 2023 Q4 - Annual Report

Corporate Governance and Stockholder Rights - The company is governed by Delaware law, which requires at least 66 2/3% stockholder approval to amend or repeal certain provisions of its charter or bylaws[338] - Delaware law prohibits business combinations with any holder of 15% or more of the company's capital stock unless the holder has held the stock for three years or the board approves the transaction[340] - The company has provisions that limit stockholder actions, including prohibiting written consent and requiring actions to be taken at stockholder meetings[339] - The company has established advance notice requirements for stockholder proposals and director nominations[338] - The company's board can issue preferred stock without stockholder approval, which could be used to implement a "poison pill" strategy[338] Financial Reporting and Internal Controls - The company determined it requalifies as a smaller reporting company and non-accelerated filer for 2023, no longer requiring an attestation report on internal control over financial reporting[318] - The company's internal control over financial reporting may require significant expense and management effort to comply with Section 404 of the Sarbanes-Oxley Act[319] - The company has elected to adopt scaled-back disclosure obligations for smaller reporting companies, including reduced executive compensation disclosures[401] Capital Structure and Financing - The company has $250.0 million available under its Current S-3 Registration Statement, including$75.0 million for an at-the-market (ATM) offering program[326] - The company relies on external financing, including equity and debt, to fund operations, which may result in stockholder dilution[325] - The company does not anticipate paying cash dividends on its capital stock in the foreseeable future, retaining earnings for business growth[332] Stock Ownership and Equity - As of December 31, 2023, the company had outstanding options to purchase 15,124,546 shares of common stock at a weighted average exercise price of $3.87 per share[327] - Executive officers, directors, and principal stockholders collectively own approximately 52.4$105.8 million as of December 31, 2023[401] - A 100 basis point change in interest rates would not materially affect the fair market value of the company's cash equivalents and marketable securities due to their short-term maturities and low-risk profile[401] - The company plans to maintain its portfolio in institutional market funds, including U.S. Treasury and Treasury-backed repurchase agreements, treasury notes, and high-quality short-term corporate bonds to minimize future risk[401]