UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2015
MEDICINOVA, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-33185 | 33-0927979 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 4275 EXECUTIVE SQUARE, SUITE 650, LA JOLLA, CA |
92037 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (858) 373-1500
Not applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events |
On August 24, 2015, MediciNova, Inc. issued a press release entitled “MediciNova Announces Closing of Underwritten Public Offering of Common Stock,” a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by MediciNova, Inc. dated August 24, 2015. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDICINOVA, INC. | ||||||
| Date: August 24, 2015 | By: | /s/ Yuichi Iwaki | ||||
| Yuichi Iwaki, M.D., Ph.D. | ||||||
| President and Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release issued by MediciNova, Inc. dated August 24, 2015. | |
Exhibit 99.1
MediciNova Announces Closing of Underwritten
Public Offering of Common Stock
LA JOLLA, Calif., August 24, 2015 — MediciNova, Inc., a biopharmaceutical company traded on the NASDAQ Global Market (NASDAQ:MNOV) and the JASDAQ Market of the Tokyo Stock Exchange (Code Number: 4875), announced today closing of the previously announced underwritten public offering of 5,000,000 shares of its common stock at a price to the public of $3.50 per share. The gross proceeds to MediciNova from this offering were $17.5 million, before deducting the underwriting discount and other estimated offering expenses. All of the shares in the offering were sold by MediciNova. In addition, MediciNova has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock.
MediciNova intends to use the net proceeds received from this offering to fund continued research and development efforts, including with respect to its MN-166 (ibudilast) and MN-001 (tipelukast) product candidates, and for general corporate purposes, including working capital.
Ladenburg Thalmann acted as sole book-running manager of the offering, and Mizuho Securities and SMBC Nikko acted as co-managers of the offering.
The offering was made pursuant to a shelf registration statement on Form S-3 that was filed by MediciNova with the Securities and Exchange Commission (SEC) and became effective on December 3, 2012. The offering was made only by means of a prospectus supplement and an accompanying prospectus. Copies of the final prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering may be obtained from Ladenburg Thalmann & Co. Inc., 570 Lexington Avenue, 11th Floor, New York, NY 10022, or by email at prospectus@ladenburg.com.
About MediciNova
MediciNova, Inc. is a publicly-traded biopharmaceutical company founded upon acquiring and developing novel, small-molecule therapeutics for the treatment of diseases with unmet medical needs with a commercial focus on the U.S. market. MediciNova’s current strategy is to focus on MN-166 (ibudilast) for neurological disorders such as progressive multiple sclerosis (MS), amyotrophic lateral sclerosis (ALS), substance dependence (e.g. methamphetamine dependence, opioid dependence, and alcohol dependence), and Krabbe disease and MN-001 (tipelukast) for nonalcoholic steatohepatitis (NASH) and idiopathic pulmonary fibrosis (IPF). MediciNova’s pipeline also includes MN-221 (bedoradrine) for the treatment of acute exacerbations of asthma and MN-029 (denibulin) for solid tumor cancers. MediciNova is engaged in strategic partnering and other potential funding discussions to support further development of its programs. For more information on MediciNova, Inc., please visit www.medicinova.com.
Forward Looking Statements
Statements in this press release that are not historical in nature constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be preceded by, followed by or otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “can,” “could,” “may,” “will,” “would,” “considering,” “planning” or similar expressions. Investors are cautioned that statements regarding the expected use of the net proceeds from the offering and the development and future potential of MediciNova’s product candidates are forward-looking statements. Such forward-looking statements are subject to a number
of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements are based upon MediciNova’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include without limitation risks associated with market conditions, unexpected cash requirements, changes in MediciNova’s business plan, and the process of developing, obtaining regulatory approval for and commercializing drug candidates that are safe and effective for use as human therapeutics. These and other risks regarding MediciNova’s financial position and research and development programs are described in detail in MediciNova’s SEC filings, including MediciNova’s Annual Report on Form 10-K for the year ended December 31, 2014, MediciNova’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015 and the Registration Statement on Form S-3 (File No. 333-185022) for the public offering. All forward-looking statements contained in this release speak only as of the date on which they were first made by MediciNova, and MediciNova undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after such date.
Contact:
INVESTOR CONTACT:
Geoff O’Brien
Vice President
MediciNova, Inc.
info@medicinova.com
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