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): June 16, 2021

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)	(I.R.S. Employer Identification No.)
4275 EXECUTIVE SQUARE, SUITE 300, LA JOLLA, CA 92037 (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 (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))

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

Common Stock, $0.001 par value	MNOV	The Nasdaq Stock Market LLC
(Title of each class)	(Trading symbol(s))	(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company               ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

MediciNova, Inc. (the “Company”) held its 2021 annual meeting of stockholders on June 16, 2021 (the “Annual Meeting”). The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 27, 2021 (the “Proxy Statement”).

At the close of business on April 19, 2021, the record date of the Annual Meeting, the Company had 48,768,541 shares of common stock issued and outstanding. The holders of a total of 37,078,138 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.

Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting

(1) To elect two Class II Director nominees named below to serve until the 2024 Annual Meeting of stockholders and until their successors have been duly elected and qualified, or, if sooner, until their earlier death, resignation or removal. The named nominees were so elected, with the votes thereon at the Annual Meeting as follows:

Final Voting Results

Nominees	For	Against	Abstain	Broker Non-Vote
Yuichi Iwaki	25,380,059	3,148,892	5,982,489	2,566,698
Kazuko Matsuda	31,086,138	2,944,818	480,484	2,566,698

(2) To ratify the selection of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021. This proposal was approved, with the votes thereon at the Annual Meeting as follows:

Final Voting Results

For	Against	Abstain	Broker Non-Vote
34,132,991	2,399,346	534,901	10,900

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.

	MEDICINOVA, INC.
	By:	/s/ Yuichi Iwaki
		Yuichi Iwaki President and Chief Executive Officer
Date: June 17, 2021

XML

Document and Entity Information	Jun. 16, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 16, 2021
Entity Registrant Name	MEDICINOVA, INC.
Entity Central Index Key	0001226616
Entity Emerging Growth Company	false
Entity File Number	001-33185
Entity Incorporation, State Country Code	DE
Entity Tax Identification Number	33-0927979
Entity Address, Address Line One	4275 EXECUTIVE SQUARE
Entity Address, Address Line Two	SUITE 300
Entity Address, City or Town	LA JOLLA
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92037
City Area Code	(858)
Local Phone Number	373-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	MNOV
Security Exchange Name	NASDAQ