Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 5, 2021, Dr. Amit Rakhit, President and Chief Medical Officer of Ovid
Therapeutics Inc. (the "Company"), notified the Company of his resignation from
such positions with the Company effective August 27, 2021 (the "Officer
Resignation"), and will join the Company's Scientific and Clinical Advisory
Board. Dr. Rakhit did not resign as a result of a disagreement with the Company
on any matter relating to the Company's operations, policies or practices,
including its controls or financial-related matters.
In connection with the Officer Resignation, on July 8, 2021, the Company's Board
of Directors (the "Board") appointed Dr. Jeremy M. Levin as President of the
Company, in addition to his current duties as Chairman of the Board and Chief
Executive Officer of the Company, effective upon the Officer Resignation. Dr.
Levin's biography and business experience and the terms of his employment
agreement are included in the Company's definitive proxy statement filed with
the Securities and Exchange Commission on April 30, 2021 (the "Proxy
Statement"), and such information is incorporated herein by reference.
Additionally, on July 8, 2021, the Board appointed Dr. Robert Michael Poole as a
Class I director of the Company, effective July 9, 2021, to hold office until
the 2024 annual meeting of stockholders or until his successor is duly elected
and qualified, or his earlier resignation or removal. As of the time of the
filing of this Current Report on Form 8-K, the Board has not determined the
committees, if any, to which Dr. Poole will be appointed.
In connection with his appointment, Dr. Poole will be entitled to receive cash
and equity compensation consistent with that of the Company's other non-employee
directors under the Company's Non-Employee Director Compensation Policy, as such
policy may be amended from time to time, and as described in the Proxy
Statement.
There are no family relationships between either Dr. Levin or Dr. Poole and any
of the Company's other officers and directors. Except as disclosed in the Proxy
Statement with respect to Dr. Levin, there are no related party transactions
under Item 404(a) of Regulation S-K that would be required to be reported.
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