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): February 8, 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)) |
Item 8.01 Other Events.
On February 8, 2005, MediciNova, Inc. announced that it closed its initial public offering of 30,000,000 shares of common stock.
Attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety is the press release issued by MediciNova on February 8, 2005.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated February 8, 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: February 8, 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 dated February 8, 2005. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MEDICINOVA, INC., CLOSES INITIAL PUBLIC OFFERING
San Diego, February 8, 2005 – MediciNova, Inc. announced today that it has closed its initial public offering of 30,000,000 shares of its common stock, at a price of ¥400, or approximately $3.88, per share. The initial public offering was managed by Daiwa Securities SMBC Co. Ltd., of Tokyo, Japan. In connection with the offering, the underwriters have an over-allotment option, exercisable until March 4, 2005, to purchase an additional 4,500,000 shares of the Company’s common stock, solely to cover over-allotments. Total proceeds (net of underwriting discount and not including the possible exercise of the underwriters’ over-allotment option) from the sale were $107.7 million.
This press release is not an offer to sell, nor the solicitation of any offer to buy, any securities. The offering was conducted in Japan and the shares went public on the Hercules Market of the Osaka Securities Exchange. No part of the initial distribution was made in the United States and no U.S. broker-dealer was part of the underwriting syndicate.
MediciNova is a specialty pharmaceutical company focused on acquiring, developing and commercializing innovative pharmaceutical products for a variety of diseases and conditions. For more information about MediciNova, visit http://www.medicinova.com. MediciNova is located at 4350 La Jolla Village Drive, Suite 950, San Diego, CA 92122, telephone: (858) 373-1500.
This press release may include “forward-looking statements” as defined by the Securities and Exchange Commission. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the company based on management’s experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company, which may cause the company’s actual results to differ materially from those implied or expressed by the forward-looking statements. These risks include the risk factors detailed in MediciNova’s Securities and Exchange Commission filings.