| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/11/2021 |
3. Issuer Name and Ticker or Trading Symbol
MEDICINOVA INC [ MNOV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 5,502,047(1) | I | As Investment Manager to 3DOMF |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Equity Swap | (2) | (2) | Common Stock | 456,637 | (2) | I | As Investment Manager to 3DOMF |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Footnote 1 in Exhibit 99.1. |
| 2. See Footnote 2 in Exhibit 99.1. |
| /s/ Sai Fai Yip, Director for 3D Investment Partners Pte. Ltd | 01/21/2021 | |
| /s/ Sai Fai Yip, Director for 3D Opportunity Master Fund | 01/21/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
| (1) |
This amount includes 3,656,307 shares of common stock purchased by the Reporting Person, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated January 11, 2021 with
MediciNova, Inc. (the “Purchase Agreement Shares”). Pursuant to the terms of the Purchase Agreement, the Purchase Agreement Shares will settle on January 29, 2021 (“Closing Date”). The shares reported here represent the minimum amount of
shares the Reporting Persons will acquire as a result of the Purchase Agreement. The price per share under the Purchase Agreement will equal the lower of (i) the average of the closing price per share of the common stock on the Nasdaq Stock
Market over a period of the five business days immediately prior to the date (“Determination Date”) the board of directors of MediciNova, Inc. approved the Purchase Agreement (“Average Price at Determination”) and (ii) the average of the
closing price per share of the common stock on the Nasdaq Stock Market over a period of the five business days immediately prior to the Closing Date (“Average Price at Closing”); provided, however, that should the Average Price at the Closing
be lower than (x) the Average Price at Determination and (y) 90% of the closing price per share on the day immediately prior to the Determination Date (“Base Price”), then the price per share shall be the Base Price. As such, pursuant to the
terms of the Purchase Agreement, the Reporting Persons may acquire up to an additional 280,701 shares of common stock based on the price per share under the Purchase Agreement. The maximum number of shares that the Reporting Persons may
acquire under the Purchase Agreement is 3,937,008.
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| (2) |
3DOMF has entered into swaps with respect to MediciNova’s common stock with two securities brokers. Under the terms of the swaps, (i) 3DOMF will be obligated to pay to the counterparty any negative
price performance of the specified notional number of Shares subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable term sheets, and (ii) the counterparty will be obligated to pay 3DOMF
any positive price performance of the specified notional number of Shares subject to the swaps as of the expiration date of the swaps. Any dividends received by the counterparty on such notional Shares during the term of the swaps will be
paid to 3DOMF. The swaps do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any
securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares that may be referenced in the swap contracts or shares or other securities or financial instruments that may be held from time to
time by any counterparty to the contracts, except to the extent of their pecuniary interest.
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