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): May 26, 2009

MEDIVATION, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32836	13-3863260
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

201 Spear Street, 3^rd Floor

San Francisco, California 94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 543-3470

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 (see General Instruction A.2. below):

¨ 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 May 26, 2009 Medivation, Inc. announced that it plans to publicly offer 2,750,000 shares of its common stock pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. In addition, Medivation announced plans to grant to the underwriters in connection with the offering an option to purchase up to an additional 412,500 shares of common stock. The press release issued by Medivation dated May 26, 2009, titled “Medivation Announces Offering of 2,750,000 Shares of Common Stock,” is attached hereto as Exhibit 99.1 and is herein incorporated by reference.

Neither the filing of any press release as an exhibit to this Current Report on Form 8-K nor the inclusion in that press release of a reference to Medivation’s Internet address shall, under any circumstances, be deemed to incorporate the information available at that Internet address into this Current Report on Form 8-K. The information available at Medivation’s Internet address is not part of this Current Report on Form 8-K or any other report filed by Medivationwith the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated May 26, 2009, entitled “Medivation Announces Offering of 2,750,000 Shares of Common Stock.”

-1-

SIGNATURE

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.

	MEDIVATION, INC.
Dated: May 27, 2009	By:	/s/ C. Patrick Machado
		C. Patrick Machado
		Senior Vice President, Chief Financial Officer

EXHIBIT INDEX

99.1 Press release, dated May 26, 2009, entitled “Medivation Announces Offering of 2,750,000 Shares of Common Stock.”

EX-99.1

Exhibit 99.1

Medivation Announces Offering of 2,750,000 Shares of Common Stock

SAN FRANCISCO, May 26 /PRNewswire-FirstCall/ — Medivation, Inc. (Nasdaq: MDVN) today announced that it will initiate, subject to market conditions, an offering of 2,750,000 shares of common stock under a shelf registration statement on file with the Securities and Exchange Commission. It is currently anticipated that the underwriters will be granted an over-allotment option for an additional 412,500 shares.

J.P. Morgan Securities Inc. is acting as sole book-running manager of the offering.

The company currently expects to use the net proceeds of this offering for general corporate purposes, including to support further research, development and commercialization of its product candidates, including its lead product candidate, Dimebon, and its product candidate MDV3100.

The offering is being made pursuant to a shelf registration statement filed with the Securities and Exchange Commission on August 3, 2007, that has been declared effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Copies of the preliminary prospectus supplement and related prospectus relating to the offering may be obtained from J.P. Morgan’s prospectus department at 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, Attention Prospectus Department (telephone number 718-242-8002).

About Medivation

Medivation, Inc. is a biopharmaceutical company focused on the rapid development of novel small molecule drugs to treat serious diseases for which there are limited treatment options.

Forward-looking statements

This news release contains “forward-looking statements” of Medivation within the meaning of the federal securities laws. These forward-looking statements include without limitation, statements regarding expectations as to completion, timing and size of any public offering. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including risks and uncertainties related to the financial markets. Reference should be made to Medivation’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission under the heading “Risk Factors” for a more detailed description of such factors, as well as the Company’s subsequent quarterly report on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this release. Medivation undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date of this release except as required by law.