As filed with the Securities and Exchange Commission on August 9, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
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 Number)
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4275 Executive Square, Suite 300
La Jolla, California 92037
(858)
373-1500
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Yuichi Iwaki, M.D., Ph.D.
President and Chief Executive Officer
MEDICINOVA, INC.
4275
Executive Square, Suite 300
La Jolla, California 92037
(858)
373-1500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kirt W
Shuldberg, Esq.
Carlos J. Wilson, Esq.
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
3570 Carmel Mountain Rd., Suite 200
San Diego, California 92130
(858)
436-8000
Approximate date of
commencement of proposed sale to the public:
From time to time, after the effective date of this Registration Statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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Large Accelerated filer
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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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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 Each Class of Securities to be Registered
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Proposed
Maximum
Aggregate
Offering Price(1)(2)(3)
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Amount of
Registration Fee(4)(5)
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Common Stock, $0.001 par value per share
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Preferred Stock, $0.01 par value per share
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Debt Securities
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Guarantees of Debt Securities(6)
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Warrants
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Units
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Total Registration Fee
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$200,000,000
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$24,240.00
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(1)
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The securities registered hereunder include such indeterminate number of shares of common stock and preferred
stock, debt securities, warrants, and units as may be issued upon conversion or exchange of any preferred stock or warrants registered hereunder that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution
provisions of any such securities.
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(2)
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The proposed maximum per unit and aggregate offering prices per class of securities will be determined from time
to time by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form
S-3
under the Securities Act of 1933, as amended (the Securities Act). With respect to debt securities, the public offering price therefor excludes accrued interest and accrued amortization of discount,
if any, to the date of delivery.
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(3)
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Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder. The proposed maximum offering price per unit will be determined by us in connection with the issuance of the securities. In no event will the aggregate offering price of all securities issued by the registrant from time to time pursuant
to this Registration Statement exceed $200,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies.
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(4)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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(5)
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Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes a total of
$158,859,351.60 of unsold securities that had previously been registered under the registrants registration statement on Form
S-3
that was declared effective on October 2, 2017, file number
333-220593
(the Prior Registration Statement). The registrant sold $41,140,648.40 under the Prior Registration Statement, leaving a balance of unsold securities with an aggregate offering price of
$158,859,351.60. As a result, the registrant is paying a net registration fee of $4,986.25, representing the filing fee for the $41,140,648.40 of securities not previously registered.
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(6)
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Guarantees of the payment of the principal of, premium, if any, and interest on any of the debt securities may
be provided by one or more subsidiaries of MediciNova, Inc. No separate consideration will be received for such guarantees and, pursuant to Rule 457(n) of the Securities Act, no separate registration fee is payable for such guarantees.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may determine.