SEC Company Response from MEDICINOVA INC (MNOV) (CIK 0001226616) (MNOV) — Aug 18, 2006
MEDICINOVA INC (MNOV) (CIK 0001226616)
Date: Aug. 18, 2006 · CIK: 0001226616 · Accession: 0001193125-06-175954
AI Filing Summary & Sentiment
Reasoning
Letter
Securities and Exchange Commission Letter
501 W. Broadway
Suite 1100
San Diego, CA 92101-3575
Tel 619.234.5000
Fax 619.236.1995
www.pillsburylaw.com
August 18, 2006
David R. Snyder
Phone: 619.544.3369
dave.snyder@pillsburylaw.com
Via Edgar and Federal Express
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Jeffrey P. Riedler, Assistant Director
Re:
MediciNova, Inc.
Amendment No. 1 to Schedule 14A
File No. 0-51133
Ladies and Gentlemen:
At the request of MediciNova, Inc. (the “Company”), we are submitting the following response to the comment in the letter from Mr. Riedler dated August 15, 2006 to Dr. Yuichi Iwaki, Chief Executive Officer of the Company (the “Comment Letter”). Courtesy copies of Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”), marked to show changes from the Preliminary Proxy Statement on Schedule 14A as filed on August 9, 2006, are enclosed for the convenience of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”). Please note that the numbered item below corresponds to the number of the comment set forth in the Comment Letter and references herein to page numbers are to page numbers of the marked copies of the Proxy Statement unless the context suggests otherwise.
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. Upon further consideration, the Company has decided that it would be in the best interests of the Company and its stockholders to reduce proportionately the number of authorized shares of common stock and preferred stock of the Company, based on the ratio of the reverse stock split selected by the Company’s Board of Directors. Accordingly, the Company will no longer have a resulting increase in the number of available shares of its authorized stock. The Company has revised the disclosure throughout the Proxy Statement to reflect this change in the proposal to the stockholders of the Company.
U.S. Securities and Exchange Commission
August 18, 2006
Page 2
As requested, in connection with this response to your Comment Letter, the Company is providing to the Commission a separate statement, in writing, acknowledging that:
•
the Company is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; 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.
Please do not hesitate to contact Jason Stirling, at (858) 847-4116, or the undersigned, at (619) 544-3369, with any questions regarding our response to your comment. We look forward to receiving any further comments you may have.
Very truly yours,
/s/ David R. Snyder
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CORRESP 1 filename1.htm Securities and Exchange Commission Letter 501 W. Broadway Suite 1100 San Diego, CA 92101-3575 Tel 619.234.5000 Fax 619.236.1995 www.pillsburylaw.com August 18, 2006 David R. Snyder Phone: 619.544.3369 dave.snyder@pillsburylaw.com Via Edgar and Federal Express U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jeffrey P. Riedler, Assistant Director Re: MediciNova, Inc. Amendment No. 1 to Schedule 14A File No. 0-51133 Ladies and Gentlemen: At the request of MediciNova, Inc. (the “Company”), we are submitting the following response to the comment in the letter from Mr. Riedler dated August 15, 2006 to Dr. Yuichi Iwaki, Chief Executive Officer of the Company (the “Comment Letter”). Courtesy copies of Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”), marked to show changes from the Preliminary Proxy Statement on Schedule 14A as filed on August 9, 2006, are enclosed for the convenience of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”). Please note that the numbered item below corresponds to the number of the comment set forth in the Comment Letter and references herein to page numbers are to page numbers of the marked copies of the Proxy Statement unless the context suggests otherwise. 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. Upon further consideration, the Company has decided that it would be in the best interests of the Company and its stockholders to reduce proportionately the number of authorized shares of common stock and preferred stock of the Company, based on the ratio of the reverse stock split selected by the Company’s Board of Directors. Accordingly, the Company will no longer have a resulting increase in the number of available shares of its authorized stock. The Company has revised the disclosure throughout the Proxy Statement to reflect this change in the proposal to the stockholders of the Company. U.S. Securities and Exchange Commission August 18, 2006 Page 2 As requested, in connection with this response to your Comment Letter, the Company is providing to the Commission a separate statement, in writing, acknowledging that: • the Company is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; • Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; 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. Please do not hesitate to contact Jason Stirling, at (858) 847-4116, or the undersigned, at (619) 544-3369, with any questions regarding our response to your comment. We look forward to receiving any further comments you may have. Very truly yours, /s/ David R. Snyder David R. Snyder Enclosures cc: Yuichi Iwaki, M.D., Ph.D. Mr. Gregory S. Belliston Pillsbury Winthrop Shaw Pittman LLP