As filed with the Securities and Exchange Commission on January 29, 2021
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.
Jordan F. Murray, 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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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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Amount
to be
Registered(1)
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Proposed
Maximum
Aggregate
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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3,656,307
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$6.14
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$22,449,724.98
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$2,449.27
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be
deemed to cover additional securities that may be offered or issued to prevent dilution resulting from splits, dividends or similar transactions.
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(2)
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Estimated solely for purposes of calculation of the registration fee in accordance with Rule 457(c) of the
Securities Act, as amended, based on the average of the high and low prices reported for the shares of common stock as reported on The Nasdaq Capital Market on January 26, 2021.
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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.