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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

MEDICINOVA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		33-0927979
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

 

4350 La Jolla Village Drive, Suite 950, San Diego, California 92122

(Address of principal executive offices) (Zip Code)

 

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ¨

 

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x

 

Securities Act registration statement file number to which this form relates: 333-119433

 

Securities to be registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
None		None

 

Securities to be registered pursuant to Section 12(g) of the Exchange Act:

 

Common Stock, $0.001 par value per share

(Title of Class)

 

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Item 1.

Description of Registrant’s Securities to be Registered.

 

In response to this item, incorporated by reference is the description of the Common Stock, $0.001 par value per share (the “Common Stock”), of MediciNova, Inc. (the “Registrant”) contained under the caption “Description of Capital Stock” in the Prospectus (Subject to Completion) that forms a part of the Registrant’s Registration Statement on Form S-1 (File No. 333-119433 filed on September 30, 2004) (the “Registration Statement”), together with the description contained under such caption included in any amendment thereto (including, without limitation, any post-effective amendment filed pursuant to Rule 462(b) of the Securities Act of 1933) and in the form of any final prospectus (the “Prospectus”) subsequently filed by the Registrant pursuant to Rule 424(b) or included in any post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) of the Securities Act of 1933, which prospectus is incorporated by reference herein.

 

Item 2.

Exhibits.

 

The following exhibits are filed as a part of this Registration Statement:

 

Number		Exhibit
3.1		Certificate of Incorporation of the Registrant (in effect) (incorporated herein by reference to Exhibit 3.1 of the Registration Statement).
3.2		Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the date of the Prospectus) (incorporated herein by reference to Exhibit 3.2 of the Registration Statement).
3.3		Bylaws of Registrant (in effect) (incorporated herein by reference to Exhibit 3.3 of the Registration Statement).
3.4		Form of Amended and Restated Bylaws of the Registrant (to be effective upon the date of the Prospectus) (incorporated herein by reference to Exhibit 3.4 of the Registration Statement).
4.1		Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 of the Registration Statement).

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated: January 25, 2005.

 

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INDEX TO EXHIBITS

 

Number		Exhibit
3.1		Certificate of Incorporation of the Registrant (in effect) (incorporated herein by reference to Exhibit 3.1 of the Registration Statement).
3.2		Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the date of the Prospectus (defined above)) (incorporated herein by reference to Exhibit 3.2 of the Registration Statement).
3.3		Bylaws of Registrant (in effect) (incorporated herein by reference to Exhibit 3.3 of the Registration Statement).
3.4		Form of Amended and Restated Bylaws of the Registrant (to be effective upon the date of the Prospectus (defined above)) (incorporated herein by reference to Exhibit 3.4 of the Registration Statement).
4.1		Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 of the Registration Statement).

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