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MNOV > SEC Filings for MNOV > Form 8-K on 22-Aug-2012All Recent SEC Filings

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Form 8-K for MEDICINOVA INC


22-Aug-2012

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities


Item 1.01 Entry into a Material Definitive Agreement.

On August 22, 2012, MediciNova, Inc. (the "Company") entered into an Engagement Agreement (the "Engagement Agreement") with Redington, Inc. ("Redington") relating to certain investment advisory services to be provided by Redington. Pursuant to the Engagement Agreement, on the same date the Company issued Redington a warrant (the "Warrant") to purchase up to 130,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at an exercise price of $1.88 per share. The Warrant is subject to performance-based vesting based on the closing price of our Common Stock meeting or exceeding certain price targets within fifteen months following the date of issuance of the Warrant (the "Issuance Date"). To the extent vested, Redington may exercise the Warrant for any such underlying vested shares until the date that is five years following the Issuance Date. The Common Stock issuable pursuant to the Warrant is subject to customary adjustments for dividends, reorganizations and the like.

Pursuant to the Engagement Agreement and in connection with the issuance of the Warrant, the Company entered into a Registration Rights Agreement with Redington on August 22, 2012 providing for certain piggyback registration rights with respect to the shares issuable to Redington under the Warrant (the "Registration Rights Agreement").

The foregoing description of the Warrant and Registration Rights Agreement is qualified in its entirety by reference to the Warrant and Registration Rights Agreement, which are filed as Exhibits 10.1 and 4.1 to this Current Report, respectively, and incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under Item 1.01 above is incorporated by reference into this Item 3.02.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

                     Number   Description

                      4.1     Registration Rights Agreement.

                     10.1     Warrant.


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