SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2019
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
4275 EXECUTIVE SQUARE,
SUITE 300, LA JOLLA, CA
|(Address of principal executive offices)
Registrants telephone number, including area code: (858) 373-1500
(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))
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)
(Name of each exchange
on which registered)
|Common Stock, $0.001 par value
|The Nasdaq Stock Market LLC
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.
Regulation FD Disclosure.
On October 28, 2019 (Japanese Standard Time), MediciNova, Inc. (the Company) filed with the Tokyo Stock Exchange, an amended version of a Japanese report referred to as Kessan Tanshin, which contained the Companys financial results for the quarter ended September 30, 2019 (the Tanshin).
The Tanshin is substantially the same as the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, except the following supplemental information is provided:
In the amended Tanshin, the Company includes a revised financial results forecast for the year ending December 31, 2019 as follows:
Expected basic and diluted loss per share for the year ending December 31, 2019 is $0.33*
Using 44,000,000 for the weighted average number of shares used for expected basic and diluted net loss per share.
Note to financial results forecast: The above estimates are based on certain assumptions made by the Companys management as of the date hereof. These assumptions are based on managements experience and perception of current conditions, trends, expected future developments and other factors believed to be appropriate in the circumstances. Such estimates are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company and may cause the Companys actual results to differ materially from the above estimates. Although the Companys management believes that these assumptions are reasonable, the Company cannot assure you that the Companys business will develop in accordance with these estimates. Investors are cautioned not to rely on these estimates as it is highly likely that actual results will differ, perhaps materially. These risks include the risk factors detailed in the Companys Securities and Exchange Commission filings, including the Companys Annual Report on Form 10-K for the year ended December 31, 2018. The Companys independent auditors have not compiled or been involved in the preparation of the forecasted financial results for fiscal year 2019. Accordingly, they assume no responsibility for the accuracy or presentation of this information.
In the Tanshin, financial statements denominated in Japanese yen are disclosed as supplementary information. The numbers were translated at 107.92 Japanese yen per U.S. dollar, which was the Telegraphic Transfer Middle Rate as per the MUFG Bank as of September 30, 2019.
The information in this Current Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The Tanshin may include forward-looking statements that involve a number of risks and uncertainties, many of which are beyond the Companys control. The Companys actual results may differ from those anticipated or expressed in these forward-looking statements as a result of various factors, including those set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission and its subsequent periodic reports on Forms 10-Q and 8-K, and the differences may be material. Forward-looking statements discuss matters that are not historical facts. Forward-looking statements include discussions regarding our operating strategy, growth strategy, licensing and acquisition strategy, cost savings initiatives, industry and economic conditions, market factors, financial condition, liquidity and capital resources, results of operations, expected progress of the development of our product candidates, potential licensing, collaboration and partnering plans, anticipated trends and challenges in our business and the markets in which we operate, competitive position, intellectual property protection, critical accounting policies and the impact of recent accounting pronouncements. For example, we make forward-looking statements regarding the potential for our product candidates to receive regulatory approval for one or more indications on a timely basis or at all; the progress and results of pending clinical trials for certain of our product candidates, including any delays in commencing or completing enrollment for our ongoing or planned clinical trials; plans for future clinical trials and regulatory submissions; unexpected adverse side effects or inadequate therapeutic efficacy of certain of our product candidates that could delay or prevent regulatory approval or commercialization or that could result in product liability claims; other difficulties or delays in development, testing, manufacturing and marketing of and obtaining regulatory approval for our product candidates; the scope and validity of patent protection for our product candidates; the market potential for our target markets and our ability to compete; the potential to attract and maintain relationships with one or more strategic partners and terms of any related transactions; intense competition if any of our product candidates are ever commercialized; the potential impact of uncertainties in the credit and capital markets or a future deterioration of these markets on our cash reserves; and our ability to raise sufficient capital or debt financing when needed, or at all. Such forward-looking statements include statements preceded by, followed by or that otherwise include the words may, might, will, intend, should, could, can, would, expect, believe, estimate, anticipate, predict, potential, plan or similar words. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not rely unduly on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to revise or update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
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.
|Chief Financial Officer
|Date: October 28, 2019