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 30, 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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On September 30, 2005, the Board of Directors of the Registrant and Takashi Kiyoizumi, MD, Ph.D, President and Chief Executive Officer and Chief Financial Officer and a Director of the Registrant, agreed that Dr. Kiyoizumi would resign from all his positions with the Registrant, effective immediately. The Registrant intends to honor the terms of Dr. Kiyoizumi’s employment contract with the Registrant, which provides for continuation of Dr. Kiyoizumi’s salary, bonus and benefits for a period of twelve months following termination of his employment with the Registrant without cause. Yuichi Iwaki, MD, Ph.D, Executive Chairman of the Registrant, will serve as acting Chief Executive Officer and acting Chief Financial Officer. Also on September 30, 2005, Brian Anderson, Chief Business Officer of the Registrant, left the Registrant.
Attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety is the press release issued by the Company on September 30, 2005.
| Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release issued September 30, 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 30, 2005.
| MEDICINOVA, INC. | ||
| By: | /s/ Shintaro Asako | |
| Shintaro Asako | ||
| Vice President, Accounting and Financial Reporting and Principal Accounting Officer | ||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued September 30, 2005. | |
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Exhibit 99.1
 |
CONTACT: Shintaro Asako MediciNova, Inc. Phone: 858-373-1500 Email: asako@medicinova.com |
FOR IMMEDIATE RELEASE
MediciNova announces departure of Executive Officers
SAN DIEGO, Calif. – September 30, 2005 — MediciNova, Inc., a specialty pharmaceutical company that is publicly traded on the Hercules Market of the Osaka Securities Exchange (Code number: 4875), today announced that the Board of Directors and Takashi Kiyoizumi, MD, Ph.D, have agreed that Dr. Kiyoizumi will resign as President and CEO and a Director of MediciNova, effective immediately. The Company also announced that Brian Anderson, Chief Business Officer, has left the Company. Yuichi Iwaki, MD, Ph.D., Executive Chairman of MediciNova, will serve as acting Chief Executive Officer.
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.