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                                                           April 23, 2026

Margaret Alexander
Chief Executive Officer
Ovid Therapeutics Inc.
441 Ninth Avenue, 14th Floor
New York, NY 10001

       Re: Ovid Therapeutics Inc.
           Registration Statement on Form S-3
           Filed April 21, 2026
           File No. 333-295218
Dear Margaret Alexander:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Lauren Hamill at 303-844-1008 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:    Jaime Chase
</TEXT>
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CORRESP
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CORRESP

 OVID THERAPEUTICS INC.

441 Ninth Avenue, 14th Floor

 New
York, New York 10001

 April 23, 2026

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:

Ms. Lauren Hamill

Re:

Ovid Therapeutics Inc.

Registration Statement on Form S-3 (File No. 333- 295218)

Request for Acceleration of Effective Date

 Ms. Hamill:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate
action to cause the above-referenced Registration Statement on Form S-3 (File No. 333- 295218) (the “Registration Statement”) to become effective on April 24, 2026 at 4:00
p.m. Eastern Time, or as soon thereafter as is practicable, or at such other time as the Registrant or its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

Once the Registration Statement has been declared effective, please confirm that event with Jaime L. Chase of Cooley LLP at (202) 728-7096 or Laura Berezin of Cooley LLP at (650) 843-5128.

Very truly yours,

Ovid Therapeutics Inc.

By:

 /s/ Jeff Rona

Jeff Rona

Chief Business and Chief Financial Officer

cc:

 Jeff Rona, Ovid Therapeutics Inc.

 Laura
Berezin, Cooley LLP

Jaime L. Chase, Cooley LLP

CORRESP
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CORRESP

 Ovid Therapeutics Inc.

441 Ninth Avenue, 14th Floor

New York, New York 10001

December 19, 2025

 VIA EDGAR

Division of Corporation Finance

 Office of Technology

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

RE:
 Ovid Therapeutics Inc.

Registration Statement on Form S-3

File No. 333-292151

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Exchange Act of 1933, as amended, Ovid Therapeutics Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-3 to become effective on December 22, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Laura Berezin and Jaime L. Chase of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Jaime L. Chase at (202) 728-7096, or in her absence, Laura Berezin of Cooley LLP, counsel to the Registrant, at (650) 843-5128.

Very truly yours,

OVID THERAPEUTICS INC.

By:

 /s/ Jeff Rona

Name:

Jeff Rona

Title:

Chief Business and Chief Financial Officer

cc:
 Jeff Rona, Ovid Therapeutics Inc.

Laura Berezin, Cooley LLP

 Jaime
L. Chase, Cooley LLP

CORRESP
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CORRESP

 OVID THERAPEUTICS INC.

441 9th Ave 14th Floor

 New York,
NY 10001

 November 13, 2023

 Via
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn:

 Tim Buchmiller

 Re:

 Ovid Therapeutics Inc.

 Registration Statement on Form S-3 (File No. 333-275307)

 Request for Acceleration of Effective Date

 Mr. Buchmiller:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-275307) (the “Registration
Statement”) to become effective on November 15, 2023, at 4:00 p.m. Eastern Time, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the Staff.

Once the Registration Statement has been declared effective, please orally confirm the event with Jaime Chase of Cooley LLP, counsel to the Registrant, at
(202) 728-7096 or by e-mail at jchase@cooley.com.

[Signature page follows]

 Very truly yours,

 Ovid Therapeutics Inc.

 By:

 /s/ Thomas M. Perone

Thomas M. Perone

General Counsel, Corporate Secretary and Chief Compliance Officer

 cc:

 Jeremy
M. Levin, Ovid Therapeutics Inc.

 Jeffery Rona, Ovid Therapeutics Inc.

Laura Berezin, Cooley LLP

 Jaime
Chase, Cooley LLP

 Signature Page to
Company Acceleration Request – S-3 2023

United States securities and exchange commission logo
November 8, 2023
Jeremy M. Levin, DPhil, MB Chir
Chief Executive Officer
Ovid Therapeutics Inc.
441 Ninth Avenue, 14th Floor
New York, New York 10001
Re:Ovid Therapeutics Inc.
Registration Statement on Form S-3
Filed November 3, 2023
File No. 333-275307
Dear Jeremy M. Levin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Laura A. Berezin, Esq.

CORRESP
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CORRESP

 OVID THERAPEUTICS INC.

1460 Broadway, Suite 15044

 New
York, NY 10036

 November 18, 2020

 Via
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Ada Sarmento

Re:
 Ovid Therapeutics Inc.

 Registration Statement on Form S-3 (File No. 333-250054)

 Request for Acceleration of Effective Date

Ms. Sarmento:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-250054) (the “Registration Statement”) to become
effective on November 20, 2020, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable (the “Staff”).

 Once the
Registration Statement has been declared effective, please orally confirm that event with Jaime Chase of Cooley LLP, counsel to the Registrant, at (202) 728-7096, or in her absence, Owen Williams at (202) 842-7843.

 [Signature page follows]

 Very truly yours,

 Ovid Therapeutics Inc.

By:

 /s/ Thomas M. Perone

Thomas M. Perone

General Counsel and Chief Compliance Officer

 cc:

Jeremy Levin, Ovid Therapeutics Inc.

Timothy Daly, Ovid Therapeutics Inc.

Jeffery Rona, Ovid Therapeutics Inc.

Laura Berezin, Cooley LLP

 Jaime
Chase, Cooley LLP

 Owen Williams, Cooley LLP

United States securities and exchange commission logo
November 18, 2020
Jeremy M. Levin, DPhil, MB Chir
Chief Executive Officer
Ovid Therapeutics Inc.
1460 Broadway
Suite 15044
New York, NY 10036
Re:Ovid Therapeutics Inc.
Registration Statement on Form S-3
Filed November 13, 2020
File No. 333-250054
Dear Dr. Levin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jaime L. Chase, Esq.

CORRESP
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CORRESP

 VIA EDGAR

 May 2, 2017

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Suzanne Hayes

Re:

Ovid Therapeutics Inc.

Registration Statement on Form S-1

File No. 333-217245

 Acceleration Request

 Requested Date:             May 4, 2017

 Requested Time:            4:00 P.M. Eastern Daylight Time

 Ladies and Gentleman:

 In accordance with Rule 461 under the Securities Act of 1933,
as amended (the “Act”), Citigroup Global Markets Inc. and Cowen and Company, LLC, as representatives of the several underwriters, hereby join Ovid Therapeutics Inc. in requesting that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-217245) to become effective on May 4, 2017, at 4:00 p.m., Eastern
Daylight Time, or as soon as practicable thereafter.

 Additionally, pursuant to Rule 460 of the Act, we hereby advise you that approximately 750 copies of the Preliminary Prospectus, dated April 25, 2017, were distributed by us, as representatives of
the several underwriters, through the date hereof:

We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Brian Gleason

Name: Brian Gleason

Title: Managing Director

COWEN AND COMPANY, LLC

By:

 /s/ Jason Fenton

Name: Jason Fenton

Title: Managing Director

cc:

Mitchell S. Bloom, Goodwin Procter LLP

 Edwin O’Connor, Goodwin Procter LLP

 Seo Salimi, Goodwin Procter LLP

 Yaron Werber, Ovid Therapeutics Inc.

 Laura A. Berezin, Cooley LLP

 Divakar Gupta, Cooley LLP

Robert W. Phillips, Cooley LLP

 Jaime L. Chase, Cooley LLP

CORRESP
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CORRESP

 OVID THERAPEUTICS INC.

1460 Broadway, Suite 15044

 New York, New York 10036

 May 2, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Suzanne Hayes

Re:

Ovid Therapeutics Inc.

Registration Statement on Form S-1, as amended (File
No. 333-217245)

 Request for Acceleration of Effective Date

 Dear Ms. Hayes:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ovid
Therapeutics Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern time, on May 4, 2017, or as soon thereafter as possible. This
request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request.

Once the Registration Statement has been declared effective, please orally confirm that event with Jaime Chase of Cooley LLP at (202) 728-7096.

 Under
separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.

 [Signature page follows]

Very truly yours,

Ovid Therapeutics Inc.

 /s/ Yaron Werber, MD

By:

Yaron Werber, MD

Title:

Chief Business and Financial Officer

 2

CORRESP
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Response Letter

 Laura A. Berezin

 +1 650 843 5128

lberezin@cooley.com

By EDGAR and courier

 * FOIA Confidential Treatment Request*

Confidential Treatment Requested by Ovid Therapeutics, Inc.

in connection with Registration Statement on Form S-1 (File
No. 333-217245)

 April 17, 2017

Suzanne Hayes

 Mary Beth Breslin

Office of Healthcare and Insurance

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
    Ovid Therapeutics Inc.

    Registration Statement on Form S-1

    Filed April 10, 2017

    File No. 333-217245

Dear Ms. Hayes and Ms. Breslin:

 On behalf of Ovid
Therapeutics Inc. (“Ovid” or the “Company”), we are submitting this supplemental letter in further response to comment 9 received from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) by letter dated March 5, 2017 (the “Comment Letter”) with respect to the Company’s Confidential Draft Registration Statement on Form S-1 originally submitted to the Commission on February 3, 2017, resubmitted to the Commission on March 20, 2017, and subsequently filed with the Commission on April 10, 2017 (the
“Registration Statement”).

 Due to the commercially sensitive nature of information contained in this letter, this submission is
accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the
confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of
Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the comment with the Company’s
response.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: (650) 843-5000 f: (650) 849-7400 cooley.com

 April 17, 2017

 Page Two

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical
Accounting Policies and Estimates Stock-Based Compensation, page 65

9.
Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent
valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features.

 Preliminary Price Range

 The
Company respectfully advises the Staff that the Company currently expects a price range of $[***] to $[***] per share (the “Preliminary Price Range”) for its initial public offering
(“IPO”), which Price Range reflects a [***]-for-[***] reverse stock split of the Company’s capital stock that will be effected prior to the
effectiveness of the Registration Statement. This Preliminary Price Range implies a pre-money valuation for the Company of $[***] million to $[***] million. The share and
per-share numbers in this letter are presented on a post-split basis.

 The Preliminary Price Range was based in
part upon the Company’s prospects, prospects for the biopharmaceutical industry, the general condition of the securities markets and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies in
the biopharmaceutical industry, as well as input received from Citigroup Global Markets Inc. and Cowen and Company LLC, the lead underwriters (the “Representatives”) for the Company’s initial public offering (the
“IPO”), including discussions that took place between April 1, 2017 and April 14, 2017 between senior management and the Representatives. The Company notes that, as is typical in IPOs, the Preliminary Price Range
for the Company’s IPO was not derived using a formal determination of fair value, but was determined by discussions between the Company and the Representatives based on the assessment of the foregoing factors.

The Company will include a narrower bona fide price range of the common stock in an amendment to the Registration Statement that will precede the commencement
of the Company’s road show, which the Company expects to be a two-dollar range within the Preliminary Price Range. However, due to the volatility in the financial markets and the volatilities evident in
the market for recent IPO issuers, the bona fide price range may fall outside of the Preliminary Price Range. The parameters of the bona fide price range will be subject to then-current market conditions, continuing discussions with the
Representatives and material business developments impacting the Company, but the Company confirms to the Staff that the bona fide price range will comply with Item 501(b)(3) of Regulation S-K and CD&I
134.04.

 The Preliminary Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful
IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately-held company, being sold in an acquisition transaction or a liquidation of its assets in a dissolution scenario.

Common Stock Valuation Methodologies

 The
valuations of the Company’s common stock discussed below were prepared in accordance with the American Institute of Certified Public Accountants guidelines in the Audit and Accounting Practice Aid Series: Valuation of Privately Held Company
Equity Securities Issued as Compensation (the “Practice Guide”), which prescribes several valuation approaches for determining the value of an enterprise, such as the cost, market and income approaches, and various
methodologies for allocating the value of an enterprise to its capital structure and specifically the common stock.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: (650) 843-5000 f: (650) 849-7400 cooley.com

 April 17, 2017

 Page Three

 The Company considered valuations implied by arm’s length transactions involving the sale of its
securities to independent investors, taking into consideration the various rights and preferences of the equity securities transacted. In accordance with the Practice Guide, the Company considered the following methods for allocating the enterprise
value across its classes and series of capital stock to determine the fair value of its common stock at each valuation date.

•

Option Pricing Method (OPM). The OPM treats common stock and preferred stock as call options on the enterprise’s value with exercise prices based on the liquidation preference and conversion terms of
the preferred stock. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference at the time of a liquidity event (for example, a merger or sale).

•

Probability-Weighted Expected Return Method (PWERM). The PWERM is a scenario-based analysis that estimates the value per share based on the probability-weighted present value of expected future investment
returns, considering each of the possible outcomes available to the Company as well as the economic and control rights of each share class.

In order for the board of directors of the Company (the “Board”) to determine the estimated fair value of the common stock, the PWERM
method was utilized in the valuations discussed below. Enterprise values were calculated based on up to four different liquidity event scenarios, including (i) an IPO of the Company’s common stock, (ii) a sale of the Company,
(iii) a liquidation upon dissolution, or corporate failure or (iv) staying private. Equity value for each liquidity event scenario was weighted based on a probability of each event’s occurrence. In the IPO scenario, the Company
assumed that all outstanding shares of the Company’s convertible preferred stock would be converted into shares of common stock. In the sale of the Company, the Company allocated the value per share by taking into account the liquidation
preferences and participation rights of the convertible preferred stock consistent with the method outlined in the Practice Guide.

 Over time, as the
Company achieved and experienced certain business developments, the probability of each liquidity scenario was reevaluated and adjusted accordingly. The Company believes that the probability weighting of each potential liquidity event scenario used
in the PWERM analyses was an appropriate methodology in light of the Company’s stage of development, the status of its research and development efforts and financial position, external market conditions affecting the biopharmaceutical industry,
the volatility in the capital markets, especially with respect to IPOs, and the relative likelihood of achieving a liquidity event such as an IPO or sale of the Company in light of prevailing market conditions.

At each grant date, the Board evaluated any recent events and their potential impact on the estimated fair value per share of the common stock. For grants of
stock awards made on dates for which there was no contemporaneous independent third-party valuation, the Board determined the fair value of the common stock on the date of grant taking into consideration the immediately preceding valuation report as
well as other pertinent information available to it at the time of the grant.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: (650) 843-5000 f: (650) 849-7400 cooley.com

 April 17, 2017

 Page Four

 Common Stock Valuations and Stock Option Grants

During the past 12 months, the Company has granted stock options as follows:

 Date of the Grant

Numbers of Shares
Subject to Options
Granted

Exercise Price Per
Share of Common
Stock

Estimated Fair
Value Per Share of
Common Stock at
Grant Date

 March 30, 2016

[***
]

$
[***
]

$
[***
]

 May 3, 2016

[***
]

[***
]

[***
]

 July 11, 2016

[***
]

[***
]

[***
]

 August 2, 2016

[***
]

[***
]

[***
]

 November 1, 2016

[***
]

[***
]

[***
]

 January 19, 2017

[***
]

[***
]

[***
]

 February 2, 2017

[***
]

[***
]

[***
]

 April 12, 2017

[***
]

[***
]

[***
]

 March 2016 Valuation and March 2016 through August 2016 Stock Option Grants

On March 30, 2016, May 3, 2016, July 11, 2016 and August 2, 2016, the Company granted options to purchase a total of [***] shares of common
stock at an exercise price of $[***] per share. The Company determined the fair value at the time of the grants was $[***] based on a number of factors, including an independent third-party valuation of its common stock as of March 15, 2016
(the “March 2016 Valuation”).

 For the March 2016 Valuation, the Company used the PWERM approach with estimates of the common
stock value to its stockholders under each of four possible scenarios, consisting of a 30% probability of an IPO, a 15% probability of a sale of the company, a 25% probability of dissolving the Company and a 30% probability of remaining privately
held. The probabilities reflected (i) an IPO occurring within the next six to twelve months to coincide with either the initial new drug (“IND”) application or the start of the Phase 2 clinical trial for OV101 in adults
with Angelman syndrome (the “Phase 2 clinical trial”), (ii) a sale of the Company not occurring prior to the completion of the planned Phase 2 clinical trial, (iii) a possibility that the Company may be forced to
dissolve if it fails to raise sufficient funds necessary to finance the Phase 2 clinical trial and (iv) a possibility that management would continue to operate the Company as a private entity. At the time of the March 2016 Valuation, the
Company anticipated starting the Phase 2 clinical trial in the third quarter of 2016.

 In connection with the grants of stock options made between
March 30, 2016 and August 2, 2016, the Board concluded that there were no internal or external developments since the time of the March 15, 2016 Valuation that warranted a change in the fair value. As a result, the Board determined
the fair market value of the stock as of March 30, 2016, May 3, 2016, July 11, 2016 and August 2, 2016 was $[***] per share.

September 2016 Valuation and November 2016 Stock Option Grants

On November 1, 2016, the Company granted options to purchase a total of [***] shares of common stock at an exercise price of $[***] per share. The Board
determined the fair value at the time of the grants was $[***] based on a number of factors, including an independent third-party valuation of its common stock as of September 30, 2016 (the “September 2016 Valuation”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: (650) 843-5000 f: (650) 849-7400 cooley.com

 April 17, 2017

 Page Five

 For the September 2016 Valuation, the Company used the PWERM approach with estimates of the common stock
value to its stockholders under each of four possible scenarios, consisting of a 50% probability of an IPO, a 15% probability of a sale of the Company, a 25% probability of dissolving the Company and a 10% probability of remaining privately held.
The probabilities reflected (i) an IPO occurring in the next six months to coincide with the start of the Phase 2 clinical trial, (ii) a sale of the Company not occurring prior to the completion of the Phase 2 clinical trial, (iii) a
possibility that the Company may be forced to dissolve if it fails to raise sufficient funds necessary to finance the Phase 2 clinical trial and (iv) a possibility that management would continue to operate the Company as a private entity. The
increase in the probability for the IPO and the corresponding decrease in probability of staying private reflected the Company’s increased expectations of completing an IPO within the next six months as a strategy to fund its planned clinical
operations, despite continuing headwinds in the IPO market. In pursuit of this strategy, the Company started preparatory efforts for an anticipated IPO filing in the first quarter of 2017. At the same time, the Company continued to focus on business
development activities geared at in-licensing further pipeline assets. In addition, in September 2016, the Company received orphan drug designation for OV101 for the treatment of patients with Angelman
syndrome and a Method of Use patent in the United States for Angelman syndrome.

 In connection with the grants of stock options made November 1,
2016, there were no internal or external developments since the time of the September 2016 Valuation that warranted a change in the fair value. As a result, the Board determined the fair market value of the stock as of November 1, 2016 was
$[***] per share.

 January 2017 Valuation and January and February 2017 Stock Option Grants

On January 19, 2017 and February 2, 2017, the Company granted options to purchase a total of [***] shares

Mail Stop 4546

March 5 , 2017

Jeremy M. Levin , DPhil, MB BChir
Chief Executive Officer
Ovid Therapeutics Inc.
1460 Broadway, Suite 15044
New York, NY 10036

Re: Ovid Therapeutics Inc.
Draft Registration Statement on Form S -1
Submitted February 3, 2017
  CIK No. 0001636651

Dear Dr. Levin :

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If y ou do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft reg istration statement or filed registration statement, we may have additional
comments.

Prospectus Summary , page 1
Overview, page 1

1. Where you state you h ave commenced the Phase 2 trial, please also disclose that this is
primarily a safety trial that is designed to provide a proof -of-concept on the efficacy
parameters.

2. Please revise to clarify that your  “proprietary map of disease -relevant pathways”  is not
consider ed appropriate for patent protection  and that you rely on trade secrets to protect
this aspect of your business, as discussed on page 98 .

Jeremy M. Levin , DPhil, MB BChir
Ovid Therapeutics Inc.
March 5 , 2017
Page 2

 3. Please balance your Summary disclosure by includ ing a brief discussion of your
dependence on third parties for manufacturing as well as the conduct and supervision of
your clinical trials.

OV 101 , page 3

4. Because approval of the U.S. Food and Drug Administration (“FDA”)  and other
comparable regulatory agencies is dependent on such agencies making a determination
(according to criteria specified in law and agency regulations) that a drug or biologic is
safe, it is premature for you to describe or suggest that OV101 or any  other non -approved
drug is safe. Accordingly, please revise the statements on page 3 and elsewher e in the
prospectus. Additionally , please explain the significance of such prior clinical trials in
primary insomnia in meeting the criteria for approval of  OV101 for the indications you
propose.

OV935, page 3

5. Please explain why you believe OV935 is a  “first-in-class” inhibitor  of the enzyme
cholesterol 24-hydroxylase, or CH24H .

OV935 offers the possibility not only….page 3

6. Please revise your disclosure on page 3 and elsewhere in the prospectus to make clear
that any observations you make about your drug candidates’ potential for efficacy are not
based on the FDA’s or any other comparable governmental agency’s assessment and do
not indicate that your drug candidates will achieve favorable results in any later stage
trials or that the FDA or comparable agency will ultimately determine that your drug
candidates are effective for purposes of granting marketing approval.

Implications of Being an Emerg ing Growth Company, page 4

7. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Use of Proceeds, page 47

8. It appears from your disclosure that the proceeds from the offering will not be sufficient
to fund developm ent of your product candidates through regulatory a pproval and
commercialization . Please indicate how far the proceeds from the offering will allow you
to proceed wi th the continued development of OV101 and OV905.  Pl ease also disclose
the sources of other funds needed to  reach regulatory approval and commercializat ion for
each product candidate.  Refer to Inst ruction 3 to Item 504 of Regulation S -K.

Jeremy M. Levin , DPhil, MB BChir
Ovid Therapeutics Inc.
March 5 , 2017
Page 3

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Stock -Based Compensation, page 65

9. Once you have an estimated offering price or range, please explain to us how you
determined the fair value of  the common stock underlying your equity issuances and the
reasons for any differences between the recent  valuations of your common stock leadin g
up to the IPO and the estimated offering price. This information will  help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial  conversion features.

Business, page 69
Previous Clinical Development of OV101, page 85

10. Where you describe the Phase 3 trials Lundbeck conducted  for OV101 , please expand to
disclose when the trials were conducted, who conducted them, their scope and design,
their endpoints and whether these endpoints were met.

Safety and Tolerability, page 85

11. We note your disclosure that Lundbeck and Merck observed serious  adverse  events  in
some of the patients in the Phase 2 and 3 clinical trial s of OV101  for the indication of
insomnia .  Please expand your disclosure to list all serious  adverse  events  reported to date
and the number of patients who have re ported such events, or provide us with an analysis
as to why expanded disclosure here or elsewhere would not be material.

OV395 Clinical Development Plan, page 94

12. Please clarify in the second sent ence on page 94, if true, that you will be dependent upon
Takeda to submit an investigational new drug application to the FDA in order to progress
your OV935 clinical development plan.

License and Collaboration Agreements, page 94

13. Please include a discussion of the Master Services Agreement with a clinical research
organization referenced in Note 3 to the audited financial statements for the year -ended
December 31, 2015 included in the prospectus  and file the agreement as  an exhibit , or tell
us why you believe it is not required to be filed.

Jeremy M. Levin , DPhil, MB BChir
Ovid Therapeutics Inc.
March 5 , 2017
Page 4

 General

14. Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.

You may contact Bonnie Baynes  at (202) 551 -4924 or Sharon Blume  at (202) 551 -3474
if you have questions regarding comments on the financial statements and related matters.
Please contact Christine Westbrook  at (202) 551 -5019 or Mary Beth Breslin  at (202) 551 -3625
with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Laura A. Berezin
Cooley LLP