Form 8-K

 

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.

 

2


 

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.

 

4

Press Release

Exhibit 99.1

 

LOGO   

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.