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): September 7, 2005
MEDICINOVA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51133 | 33-0927979 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4350 La Jolla Village Drive, Suite 950
San Diego, CA 92122
(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:
| ¨ | 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)) |
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| Item 8.01 | Other Events. |
On September 21, 2005, MediciNova, Inc. (the “Company”) announced that it’s registration statement on Form S-1, filed with the Securities and Exchange Commission on September 19, 2005, was declared effective on September 21, 2005. Pursuant to the registration statement, 67,335,356 shares of the Company’s common stock were registered and may be offered for resale by the stockholders identified therein for their own account.
Attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety is the press release issued by the Company on September 21, 2005.
| Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release issued September 21, 2005. |
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SIGNATURES
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.
Dated: September 21, 2005.
| MEDICINOVA, INC. | ||
| By: | /s/ Takashi Kiyoizumi | |
| Takashi Kiyoizumi, M.D., Ph.D. President and Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued September 21, 2005. |
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Exhibit 99.1
 |
CONTACT: Brian Anderson MediciNova, Inc. Phone: 858-622-9752 Email: banderson@medicinova.com | |
FOR IMMEDIATE RELEASE
SEC Declares MediciNova’s Registration Statement on Form S-1 Effective
SAN DIEGO, Calif. – September 21, 2005 – MediciNova, Inc. announced today that it’s registration statement on Form S-1 filed with the Securities and Exchange Commission on September 19, 2005 was declared effective on September 21, 2005. Pursuant to the registration statement, 67,335,356 shares of MediciNova’s common stock were registered and may be offered for resale by the stockholders identified therein for their own account. The prices at which the stockholders may sell their shares will be determined by the prevailing market for the shares or in negotiated transactions. MediciNova will not receive any proceeds from the sale of shares offered by the registration statement.
This press release is not an offer to sell, nor a solicitation of any offer to buy, any securities. MediciNova’s common stock is listed on the Hercules Market of the Osaka Securities Exchange under the symbol “4875.” A copy of the prospectus which forms a part of the registration statement may be obtained by sending a written request to MediciNova, Inc., 4350 La Jolla Village Drive, Suite 950, San Diego, California 92122.
About MediciNova
MediciNova, Inc. is a publicly traded specialty pharmaceutical company focused on accelerating the global development and commercialization of innovative pharmaceutical products. MediciNova’s pipeline, which includes several compounds in clinical testing, targets a variety of prevalent medical conditions, including premature labor, cancer, asthma, multiple sclerosis and anxiety disorders. For more information on MediciNova, Inc., please visit www.medicinova.com.