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): June 17, 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 7.01 Regulation FD Disclosure.
On June 17, 2005, MediciNova, Inc., in compliance with the Japanese requirement for disclosure of a material event, announced in a press release that the company lowered its business forecasts regarding performance results which were reported in connection with the announcement of its financial results on March 22, 2005.
Attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety is the press release issued by MediciNova on June 17, 2005. Such press release is the English version of the release issued in Japan on June 17, 2005.
The information in this Form 8-K and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or filing of the Company, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release issued June 17, 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: June 17, 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 issued June 17, 2005. |
Exhibit 99.1
 |
CONTACT: Brian Anderson MediciNova, Inc. Phone: 858-622-9752 Email: banderson@medicinova.com |
FOR IMMEDIATE RELEASE
MediciNova Announces Adjustment in Business Forecasts
SAN DIEGO, California – June 17, 2005 Medicinova, Inc. today announced that the company lowered its business forecasts regarding performance results which were reported in connection with the announcement of its financial results on March 22, 2005.
1. Adjustment of the forecast of performance results for the period from January 1, 2005 to June 30, 2005 (unless otherwise noted, all amounts are expressed in U.S. Dollars):
| Revenues |
Operating profit |
Net income |
|||||||
| The forecast on March 22, 2005 (A) |
42,200 | (18,600,000 | ) | (17,100,000 | ) | ||||
| The forecast on July 17, 2005 (B) |
32,100 | (14,200,000 | ) | (12,500,000 | ) | ||||
| Variance (B-A) |
10,113 | (4,400,000 | ) | (4,600,000 | ) | ||||
| Variance rate (%) |
(24.0 | ) | — | — | |||||
| Results of operation in the previous period |
186,960 | (26,740,456 | ) | (26,696,604 | ) |
2. Adjustment of the forecast of performance results for the period from January 1, 2005 to December 31, 2005 (unless otherwise noted, all amounts are expressed in U.S. Dollars):
| Revenues |
Operating profit |
Net income |
||||||
| The forecast on March 22, 2005 (A) |
750,000 | (40,900,000 | ) | (37,700,000 | ) | |||
| The forecast on July 17, 2005 (B) |
750,000 | (37,100,000 | ) | (33,400,000 | ) | |||
| Variance (B-A) |
0.0 | (3,700,000 | ) | (4,300,000 | ) | |||
| Variance rate (%) |
0.0 | — | — | |||||
| Results of operation in the previous period |
490,282 | (48,612,386 | ) | (48,272,603 | ) |
3. Reason for the Adjustments:
MediciNova calculated the forecast of performance results based on a master services agreement with Argenes, Inc., a Japanese pharmaceutical company headquartered in Tokyo, Japan (whose President is Mr. Masaru Kamishohara). Accordingly, the company included a payment it anticipated receiving pursuant to such agreement as the company’s main revenue for the first half of 2005. However, due to delays related to work to be performed by a contract research organization in connection with the Argenes agreement, it is anticipated that such payment will not be received until the second half of 2005, requiring an adjustment of the forecast of performance results for the first half of 2005 from $42,000 to $32,100. The company has not changed its forecast of performance results for the full fiscal year.
The March 22, 2005 forecast of operating loss and net loss for 2005 was based on the assumption that research and development (R&D) expenses would increase in connection with the progress of clinical trials of product candidates. During the first half of 2005, however, the company has had lower R&D and general administration expenses than expected. In addition, the hiring of personnel including members of the senior management team has been delayed until the second half of 2005. As a result, the
forecast of operating loss and net loss was decreased from $18,600,000 and $17,100,000 to $14,200,000 and $12,500,000, respectively. However, this decreased expenditure in the first half of 2005 will be partially offset by increased R&D expense during the second half of 2005 due to the expedited progress of certain clinical trials. The hiring plan for 2005 remains unchanged. As a result of the foregoing, while the forecast of operating loss and net loss for the first half of 2005 requires adjustment, the forecast of operating loss and net loss for the full fiscal year requires less substantial adjustment.
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.
This press release may contain “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.
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