Entry into a Material Definitive Agreement.
On August 23, 2019, MediciNova, Inc. (the Company) entered into an at market issuance sales agreement (the sales
agreement) with B. Riley FBR, Inc. (B. Riley FBR), pursuant to which the Company may issue and sell shares of its common stock from time to time through or to B. Riley FBR as sales agent or principal. The issuance and sale of these
shares by the Company under the sales agreement, if any, is subject to the continued effectiveness of the Companys shelf registration statement on Form S-3 (File
No. 333-233201) declared effective by the Securities and Exchange Commission (the SEC) on August 22, 2019 and the prospectus supplement, dated August 23, 2019, as filed by the
Company with the SEC, for the sale of up to $75,000,000 of shares of the Companys common stock. The Company makes no assurance as to the continued effectiveness of its shelf registration statement.
Sales of the Companys common stock through B. Riley FBR, if any, will be made by any method that is deemed to be an at the market
offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
Each time the Company wishes to issue and
sell common stock under the sales agreement, the Company will provide a placement notice to B. Riley FBR containing the parameters in accordance with which shares are to be sold, including, but not limited to, the number or dollar value of shares to
be issued and the dates on which such sales are requested to be made, subject to the terms and conditions of the sales agreement.
to the terms and conditions of the sales agreement, B. Riley FBR will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Companys common stock from time to time, based upon the Companys
instructions (including any price, time or size limits the Company may impose pursuant to the terms of the sales agreement). The Company is not obligated to make any sales of common stock under the sales agreement and may terminate the sales
agreement at any time upon written notice. The Company will pay B. Riley FBR a commission of up to 3.5% of the gross proceeds from each sale. The Company has provided B. Riley FBR with customary indemnification rights.
The foregoing description of the sales agreement is not complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form
8-K also incorporates by reference the sales agreement into the Companys above-referenced shelf registration statement on Form S-3.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer
to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.