SEC Comment Letter for MEDICINOVA INC (MNOV) (CIK 0001226616) (MNOV) — Aug 15, 2006
MEDICINOVA INC (MNOV) (CIK 0001226616)
Date: Aug. 15, 2006 · CIK: 0001226616 · Accession: 0000000000-06-038945
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 6010 August 15, 2006 Yuichi Iwaki, M.D., Ph.D. President and Chief Executive Officer MediciNova, Inc. 4350 La Jolla Village Drive, Suite 950 San Diego, CA 92122
Re: MediciNova, Inc. Schedule 14A Filed August 9, 2006 File No. 0-51133
Dear Dr. Iwaki:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal To Amend the Certificate of Incorporation To Give Effect To a Reverse Stock Split of the Common Stock of the Company, page 4
1. Since “[t]here will be no change in the number of shares of authorized capital stock as a result of the Reverse Stock Split,” it appears the reverse split will free up some of your authorized shares. Please disclose whether or not you currently have any plans to issue any of the shares that would be freed up through this proposal. If you have any such plans, please describe the plans and state how many shares will be issued pursuant to each such plan.
Yuichi Iwaki, M.D., Ph.D. MediciNova, Inc. August 15, 2006 Page 2 * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with a marked copy of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions.
S i n c e r e l y ,
J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r
Yuichi Iwaki, M.D., Ph.D. MediciNova, Inc. August 15, 2006 Page 3
cc: David R. Snyder, Esq. Pillsbury Winthrop Shaw Pittman LLP 101 West Broadway San Diego, California 92101-4700
Show Raw Text
Mail Stop 6010
August 15, 2006
Yuichi Iwaki, M.D., Ph.D.
President and Chief Executive Officer
MediciNova, Inc.
4350 La Jolla Village Drive, Suite 950
San Diego, CA 92122
Re: MediciNova, Inc.
Schedule 14A
Filed August 9, 2006
File No. 0-51133
Dear Dr. Iwaki:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal To Amend the Certificate of Incorporation To Give Effect To a Reverse Stock
Split of the Common Stock of the Company, page 4
1. Since “[t]here will be no change in the number of shares of authorized capital stock as a result of the Reverse Stock Split,” it appears the reverse split will free up some of your authorized shares. Please disclose whether or not you currently have any plans to issue any of the shares that would be freed up through this proposal. If you have any such plans, please describe the plans and state how many shares will be issued pursuant to each such plan.
Yuichi Iwaki, M.D., Ph.D.
MediciNova, Inc. August 15, 2006 Page 2
* * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with a marked copy of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions.
S i n c e r e l y ,
J e f f r e y R i e d l e r
A s s i s t a n t D i r e c t o r
Yuichi Iwaki, M.D., Ph.D.
MediciNova, Inc. August 15, 2006 Page 3
cc: David R. Snyder, Esq.
Pillsbury Winthrop Shaw Pittman LLP
101 West Broadway
San Diego, California 92101-4700