- Filing of certain prospectuses and communications in connection with business combination transactions (425)
10 February 2009 - 5:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 9,
2009
MEDICINOVA, INC.
(Exact name of
Registrant as Specified in Its Charter)
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DELAWARE
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001-33185
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33-0927979
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4350 LA JOLLA VILLAGE DRIVE, SUITE 950
SAN DIEGO, CA
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92122
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (858) 373-1500
Not Applicable
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On February 9, 2009, MediciNova, Inc.
(MediciNova) issued a press release (the Press Release) containing a letter from Yuichi Iwaki, M.D., Ph.D., President, Chief Executive Officer and Director of MedicNova, to Zola Horovitz, Ph.D., Chairman of the Board of
Directors of Avigen, Inc., whereby Dr. Iwaki reaffirmed MediciNovas proposal to consummate a merger proposal with Avigen, Inc. Attached as Exhibit 99.1 hereto is a copy of the Press Release.
The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed filed for any
purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of such Section. The information in this current report on Form 8-K shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
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Financial Statements and Exhibits
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99.1
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Press Release dated February 9, 2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, MediciNova has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MEDICINOVA, INC.
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Date: February 9, 2009
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By:
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/s/ Shintaro Asako
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Name:
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Shintaro Asako
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Title:
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Chief Financial Officer
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3
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