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): October 15, 2006
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)) |
| Item 8.01 | Other Events. |
On October 15, 2006, MediciNova, Inc. (the “Company”) announced that at the Company’s Special Meeting of Stockholders (the “Special Meeting”), held on October 13, 2006, the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation to (i) give effect to a one-for-ten reverse stock split of the outstanding common stock of the Company and (ii) reduce proportionately the number of authorized shares of common stock and preferred stock of the Company. As a result of the voting, 72,859,065 votes were cast in favor of such amendment to the Company’s Certificate of Incorporation, representing 71% of all votes entitled to be cast at the Special Meeting. 2,177,852 votes were cast against such amendment and 398,000 votes abstained from voting on such amendment.
Attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety is the press release issued by the Company on October 15, 2006.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release issued October 15, 2006. | |
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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: October 16, 2006.
| MEDICINOVA, INC. | ||
| By: |
/s/ Shintaro Asako | |
| Shintaro Asako | ||
| Vice President, Accounting and Administration | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued October 15, 2006. | |
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Exhibit 99.1
 |
CONTACT: Shintaro Asako MediciNova, Inc. Phone: 858-373-1500 E-mail : asako@medicinova.com |
FOR IMMEDIATE RELEASE
MediciNova Announces Shareholder Approval of One-for-Ten Reverse
Stock Split of Outstanding Common Stock
SAN DIEGO, Calif. – October 15, 2006 — MediciNova, Inc., a development-stage biopharmaceutical company that is publicly traded on the Hercules Market of the Osaka Securities Exchange (Code number: 4875), today announced that it held its Special Meeting of Stockholders on October 13, 2006. At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to (i) give effect to a one-for-ten reverse stock split of the outstanding common stock of the Company and (ii) reduce proportionately the number of authorized shares of common stock and preferred stock of the Company. Over 70% of the Company’s outstanding shares were voted in favor of the reverse stock split.
“We appreciate the confidence in our Company the stockholders have shown through their strong support for implementing a capital structure and stock price that could qualify MediciNova to seek listing on the NASDAQ Global Market,” said Yuichi Iwaki, M.D., Ph.D., Chief Executive Officer and Chairman of the Company. “MediciNova believes that a listing on the NASDAQ Global Market, in addition to maintaining our listing on the Hercules Market of the Osaka Securities Exchange, may increase both the attractiveness of our shares to potential new investors and the ability of large institutional investors to hold our shares.”
It is expected that the Board of Directors will designate the close of business on October 30, 2006 (Japan Time) as the record date for the reverse stock split. The Company intends for the amended Certificate of Incorporation implementing the reverse stock split approved by the stockholders to become effective at the close of business on October 31, 2006. Trading in the Company’s shares will be suspended in accordance with usual practice by the Hercules Market of the Osaka Securities Exchange from October 30 through November 1, 2006, and trading in the split-adjusted shares will resume on November 2, 2006.
Pursuant to the reverse stock split, each ten shares of issued and outstanding common stock will automatically be combined into and become one share of common stock. No fractional shares will be issued in connection with the reverse stock split, and holders of fractional shares will receive cash in lieu of their fractional shares.
In connection with the reverse stock split, the number of authorized shares of common stock will be reduced from 200,000,000 to 20,000,000 and the authorized shares of preferred stock will be reduced from 5,000,000 to 500,000. After giving effect to the reverse stock split, the Company will have approximately 10.4 million shares of common stock outstanding. The reverse stock split will affect all shares of the Company’s common stock, including underlying stock options and warrants outstanding on the record date.
About MediciNova
MediciNova, Inc. is a publicly traded development-stage biopharmaceutical company focused on accelerating the global development and commercialization of innovative pharmaceutical products. MediciNova’s pipeline, which includes six compounds in clinical testing, targets a variety of prevalent medical conditions, including asthma, Generalized Anxiety Disorder, multiple sclerosis, interstitial cystitis, status asthmaticus, preterm labor, cancer and urinary incontinence. For more information on MediciNova, Inc., please visit www.medicinova.com.
This press release may contain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the strength of the Company’s confidence in the long-term growth potential of the company. These statements are based on certain assumptions made by the Company’s management that are believed to be reasonable at the time. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including results of clinical studies and other risks and uncertainties, including those described in the Company’s filings with the Securities and Exchange Commission. These assumptions, risks and uncertainties could cause the Company’s actual results to differ materially from those implied or expressed by the forward-looking statements.
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