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): June 10, 2019
MEDICINOVA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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001-33185 |
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33-0927979 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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4275 EXECUTIVE SQUARE, SUITE 300, LA JOLLA, CA |
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92037 |
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(Address of principal executive offices) |
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(Zip Code) |
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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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.001 par value |
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MNOV |
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The Nasdaq Stock Market LLC |
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(Title of each class) |
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(Trading symbol(s)) |
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(Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
MediciNova, Inc. (the “Company”) held its 2019 annual meeting of stockholders on June 10, 2019 (the “Annual Meeting”). The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 26, 2019 (the “Proxy Statement”).
At the close of business on April 11, 2019, the record date of the Annual Meeting, the Company had 43,061,161 shares of common stock issued and outstanding. The holders of a total of 30,681,971 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.
Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting
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(1) |
To elect two Class III Director nominees named below to serve until the 2022 Annual Meeting of stockholders and until their successors have been duly elected and qualified, or, if sooner, until their earlier death, resignation or removal. The named nominees were so elected, with the votes thereon at the Annual Meeting as follows: |
Final Voting Results
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Nominees |
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For |
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Against |
Abstain |
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Broker Non-Vote |
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Yutaka Kobayashi |
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27,353,206 |
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1,307,941 |
586,812 |
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1,434,012 |
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Yoshio Ishizaka |
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28,207,585 |
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453,547 |
586,827 |
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1,434,012 |
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(2) |
To ratify the selection of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019. This proposal was approved, with the votes thereon at the Annual Meeting as follows: |
Final Voting Results
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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29,602,492 |
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383,393 |
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694,086 |
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2,000 |
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(3) |
To approve an amendment to the 2013 Equity Incentive Plan to increase the number of shares of Common Stock issuable under the Plan by 2,000,000 shares. This proposal was approved, with the votes thereon at the Annual Meeting as follows: |
Final Voting Results
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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26,570,560 |
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1,884,419 |
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790,780 |
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1,436,212 |
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(4) |
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. This proposal was approved, with the votes thereon at the Annual Meeting as follows: |
Final Voting Results
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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27,806,693 |
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653,518 |
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784,048 |
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1,437,712 |
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(5) |
To approve on, an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers of every one, two or three years. The preferred frequency of every 3 Years was approved, with the votes thereon at the Annual Meeting as follows: |
Final Voting Results
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Every 1 Year |
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Every 2 Years |
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Every 3 Years |
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Abstain |
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Broker Non-Vote |
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5,621,696 |
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1,745,313 |
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19,305,743 |
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2,565,907 |
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1,443,312 |
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.
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MEDICINOVA, INC. |
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By: |
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/s/ Carla Reyes |
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Carla Reyes Chief Financial Officer |
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Date: June 11, 2019
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