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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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MEDICINOVA INC (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
3D Investment Partners Pte. Lt 1 Temasek Avenue, #20-02A Millenia Tower Singapore, U0, 039192 65 6819 0000 Greenberg Traurig, LLP One Vanderbilt Avenue, New York, NY, 10017 (212) 801 9200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/25/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
3D Investment Partners Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,862,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
3D Opportunity Master Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,862,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
MEDICINOVA INC | |
| (c) | Address of Issuer's Principal Executive Offices:
4275 EXECUTIVE SQUARE, SUITE 300, LA JOLLA,
CALIFORNIA
, 92037. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") originally filed by the Reporting Persons on January 21, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by the Reporting Persons on July 12, 2022 ("Amendment No. 1", and together with the Original Schedule 13D and this Amendment No. 2, "Schedule 13D"), relating to the Shares of the Issuer. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Except as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. As part of its periodic evaluation of their investment in the Issuer, the Reporting Persons intend to review their investment in the Issuer. The Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer's financial position and strategic direction; actions taken by the Issuer's Board of Directors; the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic and industry conditions; tax considerations; and money and stock market conditions, including the market price of the securities of the Issuer.
As of 2024, the Reporting Persons' Observer Appointment Right under the Shareholder Rights Agreement lapsed under the terms of the agreement, and the Reporting Persons no longer have an Observer appointed to attend meetings of the board of directors of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of Schedule 13D is hereby amended and restated as follows:
The responses of each Reporting Person to Rows (11) and (13) of the cover pages of this Amendment No. 2 are hereby incorporated by reference into this Item 5(a). As of September 25, 2026, the Reporting Persons may be deemed to be the beneficial owners of up to 4,862,047 Shares of the Issuer, which constitutes beneficial ownership of approximately 9.9% of the issued and outstanding Shares of the Issuer (based on 49,221,246 Shares outstanding as of August 11, 2026, as reported in the Issuer's most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026). | |
| (b) | Item 5(b) of Schedule 13D is hereby amended and restated as follows:
The responses of each Reporting Person to Rows (7) through (10) of the cover pages of this Amendment No. 2 are hereby incorporated by reference into this Item 5(b). 3DIP and 3DOMF have shared power to vote up to 4,862,047 Shares of the Issuer and have shared investment power with respect to such Shares, and thus, each Reporting Person may be deemed to be the beneficial owner of 4,862,047 Shares of the Issuer. As described in Item 2 of Schedule 13D, 3DOMF has delegated all voting and investment power over the Shares to 3DIP as its investment manager. | |
| (c) | Item 5(c) of Schedule 13D is hereby amended and supplemented as follows:
Pursuant to an accelerated share disposal ("ADS") transaction entered into with a third-party financial institution, on September 25, 2026, the Reporting Persons sold in a private sale to said third-party financial institution 640,000 Shares of the Issuer for a price of JPY425 (approximately US$ 2.7) per share. The Reporting Persons do not have the power to vote or direct the voting or to dispose of or direct the disposition of the Shares sold as part of the ADS transaction and therefore ceased to have beneficial ownership over such Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons have entered into certain cash-settled total return swap agreements (the "Cash-Settled TRS") with an unaffiliated third-party financial institution as counterparty, which provide the Reporting Persons with economic exposure to an aggregate of 456,637 notional shares, representing approximately 0.9% of the outstanding Shares of the Issuer. The Cash-Settled TRS provide the Reporting Persons with economic results that are comparable to the economic results of ownership, but do not provide the Reporting Persons with the power to vote or direct the voting or to dispose of or direct the disposition of the Shares that are the subject of the Cash-Settled TRS; therefore, the Reporting Persons disclaim any beneficial ownership of any shares that may be referenced in the Cash-Settled TRS. The Reporting Persons do not have the right to convert the Cash-Settled TRS into Shares of the Issuer at any time. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Joint Filing Agreement, dated September 29, 2026, by and among the Reporting Persons. | ||
| 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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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of MediciNova, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
Dated: September 29, 2026
| 3D Investment Partners Pte. Ltd. | ||
| /s/ Sai Fai Yip | ||
| Name: | Sai Fai Yip | |
| Title: | Director | |
| 3D Opportunity Master Fund | ||
| /s/ Sai Fai Yip | ||
| Name: | Sai Fai Yip | |
| Title: | Director | |