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
Company’s 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 Company’s common stock.
The Company makes no assurance as to the continued effectiveness of
its shelf registration statement.
Sales of the Company’s 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.
Subject 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 Company’s common
stock from time to time, based upon the Company’s 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 Company’s 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