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): January 11, 2010

 

 

MEDICINOVA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33185   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.

Representatives of MediciNova, Inc. (the “Registrant”) will be attending the 28th Annual JPMorgan Healthcare Conference commencing January 11, 2010. A copy of the slide presentation to be used by the Registrant at investor meetings during this conference is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K being provided under this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

 

Description

99.1   Slide presentation of the Registrant


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.

 

  MEDICINOVA, INC.

Dated: January 11, 2010

  By:  

/s/    SHINTARO ASAKO        

   

Shintaro Asako

Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

 

Description

99.1   Slide presentation of the Registrant
Slide Presentation
©
MediciNova, Inc. 2010
Exhibit 99.1
Accelerating
the global development
and commercialization of
innovative pharmaceuticals


©
MediciNova, Inc. 2010
Forward-Looking Statements
Forward-Looking Statements
Statements in this presentation that are not historical in nature constitute forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
include statements regarding MediciNova’s clinical trials supporting the safety and efficacy of its product candidates and
the potential novelty of such product candidates as treatments for disease, plans and objectives for clinical trials and
product development, strategies, future performance, expectations, assumptions, financial condition, liquidity and capital
resources. These forward-looking statements may be preceded by, followed by or otherwise include the words "believes,"
"expects," "anticipates," "intends," "estimates," "projects," "can," "could," "may," “will,” "would," or similar expressions.
Actual results or events may differ materially from those expressed or implied in any forward-looking statements due to
various factors, including the risks and uncertainties inherent in clinical trials and product development and
commercialization, such as the uncertainty in results of clinical trials for product candidates, the uncertainty of whether the
results of clinical trials will be predictive of results in later stages of product development, the risk of delays or failure to
obtain or maintain regulatory approval, the risk of failure of the third parties upon whom MediciNova relies to conduct its
clinical trials and manufacture its product candidates to perform as expected, the risk of increased cost and delays due to
delays in the commencement, enrollment, completion or analysis of clinical trials or significant issues regarding the
adequacy of clinical trial designs or the execution of clinical trials and the timing, cost and design of future clinical trials
and research activities; the timing of expected filings with the FDA; MediciNova’s failure to execute strategic plans or
strategies successfully; MediciNova’s collaborations with third parties; MediciNova’s ability to realize the anticipated
strategic and financial benefits from its acquisition of Avigen, Inc., to integrate the two ibudilast development programs and
to pursue discussions with potential partners to secure a strategic collaboration to advance the clinical development of the
combined development program; the availability of funds to complete product development plans and MediciNova’s ability
to raise sufficient capital when needed, or at all; intellectual property or contract rights; and the other risks and
uncertainties described in MediciNova’s filings with the Securities and Exchange Commission, including MediciNova’s
annual report on Form 10-K for the year ended December 31, 2008 and its subsequent periodic reports on Forms 10-Q and
8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
January 11, 2010. MediciNova disclaims any intent or obligation to revise or update these forward-looking statements.


©
MediciNova, Inc. 2010
3
MediciNova
Overview:
Founded in September 2000
Headquartered in San Diego, CA
Additional office in Tokyo, Japan
Dual-listing on NasdaqGM
as MNOV
and Osaka Securities Exchange as 4875
$85.7 million Market Cap (NasdaqGM) as of 12/31/2009
Development Company Focused on Differentiated Product Candidates
Unique access to differentiated, potentially high-value assets primarily from Japanese
alliances (Kyorin, Kissei, Mitsubishi Tanabe Pharma, Meiji)
New Approaches to Treat Serious Medical Conditions:
MN-221: Intravenous (IV) acute asthma and COPD candidate
Potential $1 billion+ combined market opportunity worldwide*
MN-166 (AV411): oral multiple sclerosis candidate; additional enabled neurological conditions
In 2008, over $8 billion in worldwide MS therapeutic sales**
Corporate Overview:
Corporate Overview:
MediciNova, Inc.
MediciNova, Inc.
**Source: Individual annual reports of leading MS companies, 2008
*Source:
Internal
MediciNova
projections


Pro
Forma
Summary
of
Securities
Ownership
Potential
Financing
from
Avigen
as of 12/31/2009
Acquisition
4
Pro Forma Stockholder Review
Pro Forma Stockholder Review
Note: Assumes Second Payment Consideration in the
amount of $1.1 million was paid at closing, that all
convertible notes, including those issued as part of the
Second Payment Consideration, were converted on
December 31, 2009 and that no rounding of fractional
shares occurred as part of the conversion calculations.
Common Stock Equivalents
# Shares
MediciNova
Stockholders
12,172,510
Avigen
Stockholders (1st payment consideration)
4,330,268
Avigen
Stockholders (2nd payment consideration)
134,325
MediciNova
Exercisable Options
1,319,391
Total
17,956,494
Ownership %
MediciNova
Stockholders
67.8%
Avigen
Stockholders (both pmt. considerations)
24.9%
MediciNova
Exercisable Options
7.3%
Total
100.0%
Potential Cash Available to MediciNova
(Conversion price of $6.80 per MNOV share)
First Payment Consideration
(@ ~$1.19/share)
$29,445,824.82
Second Payment Consideration
(@ ~$0.04/share)
$913,408.56
Total Cash Potentially Available
to MediciNova
$30,359,233.38
This
pro
forma
ownership
table
is
presented
for
illustrative
purposes
only
and
does
not
indicate
actual
ownership
of
MediciNova
shares
at
any
past,
present,
of
future
date.
Actual
ownership
of
MediciNova
shares
will
depend
on
a
variety
of
factors,
including
the
actual
amount
of the Second Payment Consideration, the rounding of fractional shares set forth in the governing the convertible notes and the number of
holders electing to convert their convertible notes into MediciNova
shares.


©
MediciNova, Inc. 2010
5
Definition:
Acute
Asthma
Exacerbations:
Long-lasting
and
severe asthma episodes that are not responsive to
initial bronchodilator or corticosteroid therapies
COPD
Exacerbations:
Sustained
worsening
of
the
patient's condition, from the stable state and beyond
normal day-to-day variations, that is acute in onset
Market Opportunity:
Potential $1 billion+ combined market opportunity
worldwide* (acute asthma & COPD exacerbations)
Current Standard of Care (SOC):
Beta agonists -
Inhaled
Anticholinergics
-
Inhaled
Corticosteroids -
IV or oral
**Source: National Center for Health
Statistics / CDC, WHO website, “Core
Health indicators”
MN-221 for Exacerbations of
MN-221 for Exacerbations of
Acute Asthma and COPD
Acute Asthma and COPD
COPD
Discharged
Hospitalized
72%
28%
~1.9 million
Asthma
52%
48%
~1.5 million
Hospitalization Rates Amongst
Asthma and COPD Patients**
*Source: Internal MediciNova
projections


©
MediciNova, Inc. 2010
6
MN-221: A New Approach to Treating
MN-221: A New Approach to Treating
Exacerbations of Acute Asthma & COPD
Exacerbations of Acute Asthma & COPD
MN-221:
A
novel,
highly
selective
2
-
adrenergic
receptor
agonist
Three potential advantages over current therapy:
1.
Improved Efficacy
Route of Administration (IV v. Inhalation)
2.
Improved Safety
Higher selectivity for
2
receptor than
1
Partial agonist for
1
receptor
3.
Reduced Health Care Expenses


©
MediciNova, Inc. 2010
7
Human
Human
-Adrenergic Receptor
-Adrenergic Receptor
Selectivity
Selectivity
Test Drug
1
IC
50
(M)
2
IC
50
(M)
2
-Adrenoceptor
Selectivity
(IC
50
for
1
/
IC
50
for
2
)
Levalbuterol
7.40E-06
1.40E-06
5.3
Albuterol
9.40E-06
1.60E-06
5.9
Terbutaline
6.00E-05
6.50E-06
9.2
MN-221
5.90E-06
1.40E-07
42.4


©
MediciNova, Inc. 2010
Effect on Heart rate:                      
Effect on Heart rate:                      
Combination of MN-221 & Albuterol
Combination of MN-221 & Albuterol
in Dogs
in Dogs
8


©
MediciNova, Inc. 2010
MN-221 Clinical Trials
MN-221 Clinical Trials
9
Completed Studies
Completed Studies
Ongoing Studies
Ongoing Studies
CL-004
CL-005
CL-006
CL-007
CL-010
Indication
Indication
Mild-to-moderate
Asthmatics
Moderate-to-
Severe
Asthmatics
Acute
Exacerbations
of Asthma
Acute
Exacerbations
of Asthma
Moderate-to-
Severe
COPD patients
FEV
FEV
1
1
(Entry Criteria)
(Entry Criteria)
FEV
1
60%
75%
FEV
1
40% 
FEV
1
55%
FEV
1
50%
80%
FEV
1
30% 
Number of
Number of
Patients
Patients
23
17
29
200
48
Number of
Number of
Sites
Sites
4
4
8
~45
6
Doses Tested
Doses Tested
Compared to
Compared to
Placebo
Placebo
5.25, 15, 52.5,
150, 240, 450,
900 µg
over 15 min
1080 µg over  
2-hr;
1,125 µg over 
1-hr
240, 450 µg
over 15 min;
1080 µg over  
2-hr
1200 µg over  
1-hr
300, 600, 1200
µ
g
over
1-hr
Note: CL-004, CL-005, CL-010 located in clinical sites.  CL-006, CL-007 located in emergency departments.


©
MediciNova, Inc. 2010
MN-221-CL-004:                      
MN-221-CL-004:                      
Mean Change in FEV
Mean Change in FEV
1
1
10
p < 0.05
p < 0.001
p < 0.05
p < 0.001


©
MediciNova, Inc. 2010
MN-221-CL-005:                             
MN-221-CL-005:                             
Mean Change in FEV
Mean Change in FEV
1
1
11
Baseline:
64.6%
Baseline:
69.4%
1 Hour:
82.0%
2 Hours:
81.5%
Baseline:
68.6%
Baseline:
68.6%
1 Hour:
70.5%
2 Hours:
71.2%


©
MediciNova, Inc. 2010
12
What did we learn from the MN-221-CL-006 clinical trial?
There were no safety concerns with adding MN-221 to
the standard of care.
There was a reduction in the hospitalization rate
among patients treated with MN-221.
Overall, improvement in FEV
1
was greater for patients
receiving MN-221 than placebo.
A dose of 1,200  µ
g of MN-221 administered over one
hour was selected for the MN-221-CL-007 clinical trial.
MN-221-CL-006:                 
MN-221-CL-006:                 
What have we learned?
What have we learned?


©
MediciNova, Inc. 2010
MN-221-CL-006:
MN-221-CL-006:
Hospitalization Rate by Treatment Group
Hospitalization Rate by Treatment Group
13
MN-221 reduced the hospitalization rate by 45%
Note: SOC means standard of care.


©
MediciNova, Inc. 2010
Randomized, placebo-controlled, double-blind, multi-center Phase II clinical trial
200 patients with severe, acute exacerbations of asthma (FEV
1
50% predicted)
at ~35 Emergency Department sites in US, Canada, Australia, and New Zealand
Dose Groups (~100 patients/group):
1,200 µg
MN-221 over 1 hour (600 µg
in 15 minutes; 600 µg
in 45 minutes)
Placebo
Patients will receive Standard of Care (SOC) treatment in addition to adjunctive
treatment with MN-221 or placebo
Primary efficacy endpoint will be improvement in FEV
1
(% predicted) at 5 hours
The study is designed to have 80% power to detect a treatment difference of                              
5 percentage
points
in
FEV1
(%
predicted)
when
comparing
MN-221
+
SOC
to                       
Placebo
+
SOC
at
a
two
sided
-level of
0.05.
Anticipated completion in 2H, 2010*
MN-221-CL-007:
MN-221-CL-007:
Study Design
Study Design
14
Note:
Development
plans
/
timelines
for
MN- 221
clinical
trials
are
subject
to
change
*Anticipated completion date based on current projections


©
MediciNova, Inc. 2010
Randomized, double-blind, placebo-controlled Phase Ib
dose escalation study
48 subjects with stable moderate-to-severe COPD
(FEV
1
30% < 80% and FEV
1
/FVC ratio < 0.7) at 6 sites in the US
Doses:
300 µg
MN-221 over 1-hour (150 µg
in 15 minutes; 150 µg
in 45 minutes)           
or placebo
600 µg
MN-221 over 1-hour (300 µg
in 15 minutes; 300
µg
in 45 minutes)           
or placebo
1,200 µg
MN-221 over 1-hour (600 µg
in 15 minutes; 600 µg
in 45 minutes)         
or placebo
Outcome
measures
descriptive
statistics
only
FEV
1
,
PK,
safety
Anticipated completion in 1H, 2010*
MN-221-CL-010 (COPD): 
MN-221-CL-010 (COPD): 
Study Design
Study Design
15
Note:
Development
plans
/
timelines
for
MN-221
clinical
trials
are
subject
to
change
*Anticipated completion date based on current projections


©
MediciNova, Inc. 2010
16
MN-166 for Multiple Sclerosis (MS):
Oral administration
Multiple
mechanisms
of
action,
both
neuroprotective
and
anti-inflammatory
MN-166 targets primarily chronic aspects of MS
Benign safety profile
Mechanisms of Action:
Potentially
Neuroprotective
Inhibits nitric oxide and reactive oxygen species production
Stimulates release of neuronal growth factors
Reduces demyelination
Anti-inflammatory
Inhibits
PDE’s
and
MIF,
leukotriene
release,
proinflammatory
cytokines
(TNFa,
IL-1b,
MCP,
IL-6)
Can increase IL-10 release
Current Standard of Care:
Beta interferons
(Rebif
®
,
Avonex
®
,
Betaseron/Betaferon
®
),
Copaxone
®
,
Tysabri
®
Primary focus is on acute treatment of MS symptoms (i.e., relapse rate)
MN-166 for the Treatment of
MN-166 for the Treatment of
Multiple Sclerosis
Multiple Sclerosis


©
MediciNova, Inc. 2010
Placebo-controlled, Randomized, Double-blind Phase II Study:
Year 1 -
Placebo, 30 mg/day, 60mg/day
Year 2 -
30 mg/day, 60mg/day
297 patients (~100 patients/group) @ 25 sites in Serbia, Ukraine, Belarus,
Bulgaria and Romania
Key Inclusion Criteria:
Males or females aged 18 to 55 years, with relapsing remitting (RR) and/or
secondary progressive (SP) Multiple Sclerosis with continued relapses;
One MRI scan taken two weeks prior to treatment start using a standardized MRI
protocol with at least one Gd-enhancing lesion;
An Expanded Disability Status Scale (EDSS) score of 5.5 or less at the screening
and baseline visits.
Safety Profile:
89% (264 of 297) of subjects completed the first 12 months of the study
82.5% (245 of 297) of subjects completed the full 24 months of the study
Adverse effects reported more frequently in MN-166-treated than placebo-treated
subjects:  GI effects & depression
Completed Clinical Study:     
Completed Clinical Study:     
MN-166-CL-001
MN-166-CL-001
17


©
MediciNova, Inc. 2010
18
P-Value:
0.04
P-Value:  0.035 
MN-166 Targets Primarily
MN-166 Targets Primarily
Chronic Aspects of MS
Chronic Aspects of MS
P-Value:  0.026 
P-Value:  0.004 
P-Value:  0.09 
P-Value:  0.08 
Note:  P-values listed on this slide compare placebo group to 60mg/day group of MN-166
Indicative of Potential Neuroprotective
Effect:
Reduced brain volume loss
Reduced conversion of acute lesions to persistent black holes
Sustained disability progression was significantly less likely
Acute Clinical Benefit:
Prolong time to relapse (by 127 days.)
Annualized relapse rate
Protocol-Defined Primary Endpoint (Surrogate Endpoint):
No significant reduction in the cumulative number of active (gadolinium-enhancing (T1)
and non-enhancing new/enlarging (T2)) lesions on cranial MRI scans over 12 months of
treatment was observed
Positive trends were observed in volume of
gadolinium-enhancing (T1) lesions


©
MediciNova, Inc. 2010
Brain volume changes are linked to axonal loss
19
MN-166 -
MN-166 -
Chronic Efficacy
Chronic Efficacy
Demonstrated: Effects on Brain Volume
Demonstrated: Effects on Brain Volume
1.20%


©
MediciNova, Inc. 2010
Parameter
Treatment Groups
Placebo
30
mg/day
60
mg/day
Number Patients w. New Lesions (NL) at Month 2
72
64
56
Total
Number
of
NLs
in
all
Patients
at
Month
2
426
338
315
Total Number of Persistent Black Holes (PBH) at Month 10
98
58
47
Percentage
of
Lesions
Evolving
to
PBHs
at
Month
10
23%
17%
14%
Percent Reduction from Placebo Group
-
26%
39%
P-Value
-
0.036
0.004
New
T1
gadolinium-enhancing
or
new
T2
lesions
were
defined
as
NL
in
the
first
on-study MRI at month 2
Lesions
that
were
hypointense
and
inactive
at
month
10
were
PBH
Relative
Risk
(RR)
of
NL
evolution
to
PBH
was
analyzed
using
a
general
linear
model with the error term from the Poisson distribution
Reduction of Persistent Black Hole
Reduction of Persistent Black Hole
Formation
Formation
20


©
MediciNova, Inc. 2010
Disability Progression is defined as a sustained increase in EDSS
(increase in EDSS
1 maintained for four consecutive months)
Sustained Disability Progression
Sustained Disability Progression
21
4.1%
(49%
Reduction)
5.3%
(34%
Reduction)
8.0%
Sustained disability progression was significantly less likely (~50%) in those
patients receiving MN-166 at 30 or 60 mg per day for 24 months than in those
patients receiving the drug for 12 months (p=0.026).


©
MediciNova, Inc. 2010
22
Acute Efficacy Demonstrated:
Acute Efficacy Demonstrated:
Time to First Relapse
Time to First Relapse
Median 401 days
Median 244 days
P-Value:
0.044  
Plot of Time to First Relapse by Treatment (ITT) Core (Year 1)


©
MediciNova, Inc. 2010
23
AV411: Value to MediciNova
Both AV411 and MN-166 are ibudilast
API and drug product supply
4 completed
Phase
I
and
Ib/IIa
clinical
trials
Open IND for ibudilast
(Analgesia, Addiction)
Clinical & preclinical support for MN-166 dosing up to 100 mg/day
2 method of use patents issued in 2009; multiple filings in progress
Analog compounds behind ibudilast
First-generation
development
candidate:
AV1013
composition
of
matter
patent
issued
Second-generation dual target leads
Opioid
Withdrawal & Neuropathic Pain Indications
Ibudilast
is a good glial
cell attenuator in vitro and in the central nervous system (CNS) in vivo.
Glial
cell activation contributes to reward and withdrawal aspects of
opioids
and the
development and maintenance of neuropathic pain.
AV411 represents a new pharmocotherapy
approach for drug addiction and neuropathic pain.
Additional Value from Avigen
Additional Value from Avigen
Deal
Deal


©
MediciNova, Inc. 2010
24
AV411:
Ongoing clinical trial
Study Objective: Assess AV411 safety/tolerability/PK and preliminary efficacy for opiate
withdrawal in heroin-dependent subjects
Ongoing clinical trial run jointly by the New York State Psychiatric Institute and Columbia
University
in
NYC
(Investigator
IND
study;
MediciNova
is
not
the
sponsor)
Trial to enroll ~30 patients (10 completers/cohort)
Anticipated completion in 1H, 2010*
AV411: Opioid
AV411: Opioid
Withdrawal
Withdrawal
Trial Design/Endpoints
Week
1
2
3
Treatment
Morphine (30 mg QID)
and Placebo BID
Morphine (30 mg QID)
and Placebo BID
or 20 mg BID of Ibudilast
or 40 mg BID of Ibudilast
Placebo BID
or 20 mg BID of Ibudilast
or 40 mg BID of Ibudilast
Endpoints
Safety, Tolerability, PK
Safety, Tolerability, PK
Withdrawal scores,
Safety, Tolerability, PK
Note: QID refers to taking the medication four times per day; BID refers to taking the medication twice a day
*Anticipated completion date based on current projections


©
MediciNova, Inc. 2010
25
Commercially-Attractive
Commercially-Attractive
Diversified Portfolio
Diversified Portfolio


©
MediciNova, Inc. 2010
26
Leadership
Years
Experience
Background
Yuichi Iwaki, MD, PhD
Yuichi Iwaki, MD, PhD
CEO & President
34
Professor at USC, formerly Professor at 
University of Pittsburgh; Advisor to JAFCO,
Tanabe
Shintaro
Shintaro
Asako,
Asako,
,
CPA
Chief Financial Officer
12
KPMG USA (Audit), Arthur Andersen USA
Masatsune
Masatsune
Okajima,
Okajima,
,
CMA
VP, Head of Japanese Office
18
Daiwa Securities SMBC,
Sumitomo Capital Securities, Sumitomo
Bank
Management Team with 
Management Team with 
Global Experience
Global Experience
Alan Dunton, MD, PhD
Clinical Development Consultant
& Board Member
27
CEO of Panacos
& Metaphore; President
of the Janssen Research Foundation, a
J&J company


©
MediciNova, Inc. 2010
27
Near-Term Business Plan:
1.
Secure a global partnership for MN-166 (AV411)
2.
Secure a regional partnership (ex-US/Japan rights) for MN-221
Clinical Milestones:
1.
MN-221-CL-007 Phase II Study for Acute Exacerbations of Asthma
Anticipated completion 2H, 2010*
2.
MN-221-CL-010 Phase Ib
Study in Moderate-to-Severe COPD Patients
Anticipated completion in 1H, 2010*
3.
Ongoing AV411
Study for Opioid
Withdrawal
Anticipated completion in 1H, 2010*
Investment Highlights
Investment Highlights
*Anticipated completion dates based on current projections
Note: Development plans / timelines for MN-221 clinical trials are subject to change