Securities Registration: Employee Benefit Plan (s-8)
June 21 2019 - 12:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 21, 2019
Registration
No. 333- __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MEDICINOVA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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33-0927979
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4275 Executive Square, Suite 300
La Jolla, California 92037
(Address of Principal Executive Offices)(Zip Code)
MEDICINOVA,
INC. 2013 EQUITY INCENTIVE PLAN
(Full title of the plan)
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Yuichi Iwaki, M.D., Ph.D.
President and Chief Executive Officer
4275 Executive Square, Suite 300
La Jolla, California 92037
(858)
373-1500
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Kirt W Shuldberg, Esq.
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
3570 Carmel Mountain Rd., Suite 200
San Diego, California 92130
Tel: (858)
436-8000
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(Name, address, telephone number, including area code, of agent for service)
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(Copy to)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in
Rule 12b-2
of the Exchange Act (Check one).
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Stock, $0.001 par value 2013 Equity Incentive
Plan
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3,500,000
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$9.72
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$34,020,000.00
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$4,123.22
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued pursuant to the anti-dilution provisions of the MediciNova, Inc. 2013 Equity Incentive Plan (the Plan).
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(2)
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Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act on the basis of the
average of the high and low price per share of the Registrants Common Stock as reported on the Nasdaq Global Market on June 13, 2019.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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MediciNova, Inc. (the Registrant) hereby incorporates by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the SEC):
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(a)
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the Registrants Annual Report on
Form
10-K
filed with the SEC for the fiscal year ended December 31, 2018;
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(b)
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the Registrants quarterly report on
Form
10-Q
filed with the SEC for the quarter ended March 31, 2019;
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(d)
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the description of the Registrants Common Stock contained in the Registrants Registration Statement
on
Form
8-A
filed with the SEC on January 26, 2005.
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All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. The Registrant is not, however, incorporating any documents or information that the
Registrant is deemed to furnish and not file in accordance with SEC rules.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of the State of Delaware (the DGCL) provides for the indemnification of officers,
directors, and other corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Article VIII of the
Registrants restated certificate of incorporation, as amended (Exhibit 3.1 to the Registrants Quarterly Report on Form
10-Q
(File
No. 001-33185)
filed on August 9, 2012), and Article 6 of the Registrants amended and restated bylaws (Exhibit 3.4 to the Registrants Registration Statement on
Form S-1
(File
No. 333-119433)
filed October 1, 2004) provide for indemnification of the Registrants directors, officers, employees and other agents to the extent and under the circumstances permitted by the DGCL.
The Registrant has also entered into agreements with its directors and officers that will require the Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or
officers to the fullest extent not prohibited by law.
See also the undertakings set out in response to Item 17 herein.
Item 7.
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Exemption from Registration Claimed.
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Not applicable.
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Exhibit
No.
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Description
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3.1
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Restated Certificate of Incorporation of the Registrant, as subsequently amended by certificates of amendment (incorporated by reference to Exhibit
3.1 of the Registrants Quarterly Report on Form
10-Q
(File
No. 001-33185)
filed August 9, 2012).
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3.2
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Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrants Current Report on Form
8-K
(File
No. 001-33185)
filed April 25, 2019).
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4.1
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrants Annual Report on Form
10-K
(File
No. 001-33185)
filed February 15, 2007).
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4.2
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Amended and Restated Registration Rights Agreement, dated September
2, 2004, by and among the Registrant, its founders and the investors named therein (incorporated by reference to Exhibit 4.2 of the Registrants Registration Statement on Form
S-1
(File
No. 333-119433)
filed October 1, 2004).
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4.3
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Form of Warrant, dated May 9, 2013 (incorporated by reference to Exhibit 4.1 of the Registrants Current Report on Form
8-K
(File
No. 001-33185)
filed May 10, 2013).
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5.1
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Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
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23.1
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Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1).
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23.2
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Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
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24.1
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Power of Attorney (included on signature page).
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99.1
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2013 Equity Incentive Plan, as amended.
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A.
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration statement; and
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (l)(i) and (l)(ii)
above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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B.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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C.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form
S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Jolla,
State of California, on June 21, 2019.
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MEDICINOVA, INC.
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By:
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/s/ Yuichi Iwaki, M.D., Ph.D
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Yuichi Iwaki, M.D., Ph.D
President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yuichi Iwaki, M.D., Ph.D. and
Carla Reyes, and each of them, his or her true and lawful
attorney-in-fact
and agent, with full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Yuichi Iwaki, M.D., Ph.D.
Yuichi Iwaki, M.D., Ph.D.
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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June 21, 2019
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/s/ Carla Reyes
Carla Reyes
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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June 21, 2019
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/s/ Jeff Himawan, Ph.D.
Jeff Himawan, Ph.D.
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Chairman of the Board of Directors
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June 21, 2019
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/s/ Yoshio Ishizaka
Yoshio Ishizaka
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Director
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June 21, 2019
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/s/ Yutaka Kobayashi
Yutaka Kobayashi
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Director
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June 21, 2019
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/s/ Hideki Nagao
Hideki Nagao
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Director
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June 21, 2019
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