MNOV

Business Context and Reporting Period

Company: MEDICINOVA INC (MNOV)
Filing Type: Form 8-K (Current Report)
Date of Report: August 23, 2019
Reporting Period: Single event date (August 23, 2019)

MediciNova, Inc. reported the entry into a new material definitive agreement and the termination of a prior agreement regarding its equity distribution program.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, or debt levels. The filing focuses exclusively on capital market activities.

• Proposed Capital Raise: Up to $75,000,000 in common stock.
• Commission Fee: Up to 3.5% of gross proceeds from sales.
• Underwriter/Sales Agent: B. Riley FBR, Inc.

Material Changes

The filing details two primary material changes effective August 23, 2019:

1. New At-Market Issuance Sales Agreement: The Company entered into an agreement with B. Riley FBR, Inc. to sell shares of common stock from time to time through an "at the market" offering. This is subject to the effectiveness of a shelf registration statement (Form S-3) declared effective on August 22, 2019.
2. Termination of Prior Agreement: The Company mutually agreed to terminate its existing equity distribution agreement dated May 22, 2015, with MLV & Co. LLC and B. Riley FBR, Inc., thereby ending the previous at-the-market offering program.

Guidance, Outlook, and Risks

Management Commentary: The Company is not obligated to make any sales of common stock under the new agreement and may terminate the agreement at any time upon written notice. Sales will be made based on the Company's instructions regarding price, time, or size limits.

Risks and Contingencies:

• The issuance and sale of shares are subject to the continued effectiveness of the Company's shelf registration statement on Form S-3.
• The Company explicitly states it makes no assurance as to the continued effectiveness of the shelf registration statement.
• Sales are subject to market conditions and the Company's discretion on timing and pricing.

Investor Verification Checklist

• Verify the continued effectiveness of the Form S-3 shelf registration statement (File No. 333-233201).
• Review the full text of the At Market Issuance Sales Agreement (Exhibit 10.1) for specific terms and conditions.
• Monitor future filings for actual sales activity and proceeds generated under the new program.
• Confirm the impact of the 3.5% commission on net proceeds should sales occur.