8-K

Broker Non-Vote

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 17, 2025

MEDICINOVA, INC.

(Exact name of registrant as specified in its charter)



DELAWARE	001-33185	33-0927979
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4275 EXECUTIVE SQUARE, SUITE 300, LA JOLLA, CA		92037
(Address of principal executive offices)		(Zip Code)

Registrant’s 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):


	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, $0.001 par value		MNOV		The Nasdaq Stock Market LLC


(Title of each class)		(Trading symbol(s))		(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

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 13(a) of the Exchange Act. 


Item 5.07	Submission of Matters to a Vote of Security Holders.

MediciNova, Inc. (the “Company”) held its 2025 annual meeting of stockholders on June 17, 2025 (the “Annual Meeting”). The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”).

At the close of business on April 21, 2025, the record date of the Annual Meeting, the Company had 49,046,246 shares of common stock issued and outstanding. The holders of a total of 34,208,555 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.

Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting


	(1)	To elect one Class III Director nominee named below to serve until the 2028 Annual Meeting of stockholders and until her successor has been duly elected and qualified, or, if sooner, until her earlier death, resignation or removal. The named nominee was so elected, with the votes thereon at the Annual Meeting as follows:

Final Voting Results



Nominees	For	Against	Abstain	Broker Non-Vote
Carolyn Beaver	22,024,122	8,936,487	923,050	2,324,896


	(2)	To ratify the selection of BDO USA, P.C. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. This proposal was approved, with the votes thereon at the Annual Meeting as follows:

Final Voting Results


	(3)	To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. This proposal was approved, with the votes thereon at the Annual Meeting as follows:

Final Voting Results


	(4)	To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers of every one, two, or three years. The preferred frequency of every 3 Years was approved, with the votes thereon at the Annual Meeting as follows:

Final Voting Results



Every 1 Year	Every 2 Years	Every 3 Years	Abstain	Broker Non-Vote
9,747,859	1,201,174	12,906,546	8,016,580	2,336,396



	MEDICINOVA, INC.

	By:	/s/ Yuichi Iwaki
		Yuichi Iwaki President and Chief Executive Officer
Date: June 18, 2025