Form SCHEDULE 13G/A Ovid Therapeutics Inc. Filed by: Affinity Asset Advisors, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Ovid Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Affinity Asset Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,635,484.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Michael Cho | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,635,484.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Ovid Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
441 Ninth Avenue, 14th Floor, New York, New York, 10001 | |
| Item 2. | ||
| (a) | Name of person filing:
Affinity Asset Advisors, LLC
Michael Cho | |
| (b) | Address or principal business office or, if none, residence:
450 Park Avenue
Suite 1403
New York, NY 10022 | |
| (c) | Citizenship:
Affinity Asset Advisors, LLC is a Delaware limited liability company, and Michael Cho is an individual and is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The securities reported herein are directly held by Affinity Healthcare Fund, LP (the "Fund"). Affinity Asset Advisors, LLC (the "Adviser") is the investment manager of the Fund and exercises voting and investment power over the securities held directly by the Fund reported herein pursuant to an investment management agreement between the Adviser, the Fund, and the general partner of the Fund. The Adviser may be deemed to beneficially own the securities reported herein held by the Fund by virtue of its position as investment manager of the Fund. Michael Cho, the managing member of the Adviser, may be deemed a beneficial owner of the securities reported herein held directly by the Fund.
As of March 31, 2026, the Adviser and Mr. Cho (collectively, the "Reporting Persons") beneficially own 15,635,484 shares of common stock, $0.001 par value per share ("Common Stock"), of Ovid Therapeutics Inc. (the "Issuer"), which amount includes 4,999,166 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock ("Warrants") held directly by the Fund. | |
| (b) | Percent of class:
As of March 31, 2026, the Reporting Persons beneficially own approximately 9.1% of the Common Stock outstanding.
The percentage disclosed above is based on 172,265,632 shares of Common Stock of the Issuer outstanding as of March 31, 2026, consisting of (a) 167,266,466 shares of Common Stock of the Issuer outstanding as of March 31, 2026, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026, plus 4,999,166 shares of Common Stock issuable upon the exercise of Warrants held by the Fund. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
As of March 31, 2026, the Reporting Persons have sole power to vote or to direct the vote of 15,635,484 shares of Common Stock, which amount includes 4,999,166 shares of Common Stock issuable upon the exercise of Warrants. | ||
| (ii) Shared power to vote or to direct the vote:
As of March 31, 2026, the Reporting Persons have shared power to vote or to direct the vote of 0 shares of Common Stock. | ||
| (iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026, the Reporting Persons have sole power to dispose or to direct the disposition of 15,635,484 shares of Common Stock, which amount includes 4,999,166 shares of Common Stock issuable upon the exercise of Warrants. | ||
| (iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, the Reporting Persons have shared power to dispose or to direct the disposition of 0 shares of Common Stock. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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