Current Report Filing (8-k)
April 25 2019 - 4:33PM
Edgar (US Regulatory)
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): April 23, 2019
MEDICINOVA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33185
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33-0927979
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4275 EXECUTIVE SQUARE,
SUITE 300, LA JOLLA, CA
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92037
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(858) 373-1500
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or
Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 23, 2019, the Board of Directors (the Board) of MediciNova, Inc., a Delaware corporation (the Company),
adopted the Companys Amended and Restated Bylaws (the Restated Bylaws), amending Sections 2.2 and 3.1 thereof, to implement a majority voting standard in uncontested elections of directors (the Majority Voting Standard)
effective as of April 23, 2019. The Majority Voting Standard provides that a director shall be elected to the Board if the number of shares voted for a directors election exceeds 50% of the number of votes cast with respect to
that directors election. However, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast.
The foregoing summary of the amendments to the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated
Bylaws, a copy of which is filed with this Current Report on Form
8-K
as Exhibit 3.1 and incorporated in this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
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MEDICINOVA, INC.
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Date: April 25, 2019
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By:
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/s/ Carla Reyes
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Carla Reyes
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Chief Financial Officer
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