MediciNova, Inc., a biopharmaceutical company that is publicly
traded on the Nasdaq Global Market (Nasdaq:MNOV) and the Jasdaq
Market of the Osaka Securities Exchange (Code Number: 4875), today
announced that it has entered into a common stock purchase
agreement with Aspire Capital Fund, LLC, an Illinois limited
liability company. Aspire Capital has committed to purchase up to
$20 million of MediciNova's common stock over the next two years at
prices based on the market price at the time of each sale. On
execution of the agreement, Aspire Capital made an initial purchase
of 606,060 shares of common stock for $1 million, which was equal
to the closing price of $1.65 on August 2, 2012, the date upon
which the business terms were agreed to between MediciNova and
Aspire Capital.
"We have followed MediciNova and its MN-221 and MN-166 programs
very closely over the past year," commented Steven G. Martin,
Managing Member of Aspire Capital. "We believe MediciNova has a
promising pipeline, valuable strategic alliances and an experienced
management team and we are very excited about this investment
opportunity."
"With strong progress in our product pipeline this year, our
agreement with Aspire Capital will help provide us with timely
access to cash to further advance our very promising development
programs. This investment will help provide us with the flexibility
to obtain capital that is complementary with other financial
sources available to us. Aspire Capital has an established history
of becoming a meaningful and long-term investor and supporting
successful growth companies and we very much look forward to
working with them," commented Yuichi Iwaki M.D., Ph.D, President
and Chief Executive Officer of MediciNova.
Key aspects of the stock purchase agreement include the
following:
- MediciNova will control the timing and amount of any sales of
common stock to Aspire Capital and will determine the sales price
before directing Aspire Capital to purchase shares.
- Aspire Capital has no right to require any sales by
MediciNova, but is obligated to make purchases as MediciNova
directs, in accordance with the terms of the purchase
agreement.
- There are no limitations on use of proceeds, financial
covenants, restrictions on future financings, rights of first
refusal, participation rights, penalties or liquidated damages in
the purchase agreement.
- The purchase agreement may be terminated
by MediciNova at any time, at its discretion, without any
additional cost or penalty.
- MediciNova has issued to Aspire Capital additional common
shares as consideration for entering into the purchase
agreement.
MediciNova will use the net proceeds from any sales of its stock
to advance MediciNova's development activities for its lead
programs, MN-221 (bedoradrine sulfate) in development for the
treatment of acute asthma and chronic obstructive pulmonary disease
(COPD) and MN-166 (ibudilast) in development for the treatment of
progressive MS, drug addiction and chronic pain. MediciNova is
finalizing plans for an October 22, 2012 End-of-Phase 2 meeting
with the FDA on MN-221 and expects to be able to outline specific
development plans later this year. MediciNova also expects to
finalize plans for advancing Phase 2 development of MN-166 later
this year.
The common stock issued or to be issued under the purchase
agreement was or will be issued pursuant to MediciNova's shelf
registration statement on Form S-3 (File No. 333-163116).
MediciNova will file a prospectus supplement with the U.S.
Securities and Exchange Commission (SEC) in connection with the
transaction. A more complete and detailed description of the
transaction will be set forth in a current report on Form 8-K that
that MediciNova will file with the SEC in connection with the
transaction.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction.
About MediciNova
MediciNova, Inc. is a publicly traded biopharmaceutical company
founded upon acquiring and developing novel, small-molecule
therapeutics for the treatment of diseases with unmet need with a
commercial focus on the U.S. market. Through strategic
alliances primarily with Japanese pharmaceutical companies,
MediciNova holds rights to a diversified portfolio of clinical and
preclinical product candidates, each of which MediciNova believes
has a well-characterized and differentiated therapeutic profile,
attractive commercial potential, and patent coverage of
commercially adequate scope. MediciNova's pipeline includes
six clinical-stage compounds for the treatment of acute
exacerbations of asthma, chronic obstructive pulmonary disease
exacerbations, multiple sclerosis and other neurologic conditions,
asthma, interstitial cystitis, solid tumor cancers, generalized
anxiety disorder, preterm labor and urinary incontinence and two
preclinical-stage compounds for the treatment of thrombotic
disorders. MediciNova's current strategy is to focus on its
two prioritized product candidates, MN-221, for the treatment of
acute exacerbations of asthma and chronic obstructive pulmonary
disease exacerbations, and ibudilast (MN-166) for neurological
disorders. MN-221 is involved in clinical trials under U.S.
INDs. MN-166 is being developed in Phase 1b/2 trials for pain and
drug addiction, largely through Investigator INDs and outside
funding. Proof-of-concept Phase 2b trial(s) in Progressive MS
are pending. MediciNova is engaged in strategic partnering and
consortium funding discussions to support further development of
both the MN-221 and ibudilast/MN-166 programs. Additionally,
MediciNova will seek to monetize opportunistically its other
pipeline candidates. For more information on MediciNova, Inc.,
please visit www.MediciNova.com.
The MediciNova, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3135
About Aspire Capital Fund, LLC
Aspire Capital Fund, LLC is an institutional investor based in
Chicago, Illinois, with a fundamental investment approach. Aspire
Capital invests in a wide range of companies and industries
emphasizing life sciences, energy and technology.
Statements in this press release 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,
without limitation, statements regarding our expectations on the
ability to advance MN-221 through a Phase 3 trial, expectations
about our end of Phase 2 meeting with the FDA, expectations about
the trial design for a Phase 3 trial and our implied expectation
that we will be able to obtain additional financing to fund a Phase
3 clinical trial, progress and expectations on future progress in
the development of our drug candidates, expected timing of clinical
trial results and any implication as to the results of our
development, partnering and funding efforts or that the company
will have the ability to execute on its priorities. 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. These forward-looking statements
involve a number of risks and uncertainties that may cause actual
results or events to differ materially from those expressed or
implied by such forward-looking statements. Factors that may cause
actual results or events to differ materially from those expressed
or implied by these forward-looking statements, include, but are
not limited to, risks and uncertainties inherent in clinical trials
including product development and commercialization risks, 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, risks regarding intellectual property rights in product
candidates and the ability to defend and enforce such intellectual
property rights, 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 regulatory authorities, risks relating to
the operations of the joint venture in China, MediciNova's
collaborations with third parties, the availability of funds to
complete product development plans and MediciNova's ability to
raise sufficient capital when needed, and the other risks and
uncertainties described in MediciNova's filings with the Securities
and Exchange Commission, including its annual report on Form 10-K
for the year ended December 31, 2011 and its subsequent periodic
reports on Forms 10-Q and 8-K. Undue reliance should not be
placed on these forward-looking statements, which speak only as of
the date hereof. MediciNova disclaims any intent or obligation to
revise or update these forward-looking statements.
CONTACT: INVESTOR CONTACT:
Mark Johnson
Investor Relations
MediciNova, Inc.
(858) 373-1300
johnson@MediciNova.com
MEDIA CONTACT:
Stephanie Ashe
Continuum Health Communications
650-245-0425
sashe@continuumhealthcom.com
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