MEDICINOVA INC 8-K

What Happened

• On December 29, 2025, MediciNova, Inc. (MNOV) announced it entered into an Equity Distribution Agreement with Lucid Capital Markets, LLC to sell shares of its common stock in an "at-the-market" (ATM) offering with a maximum aggregate offering price of $50,000,000. The Company may sell shares from time to time through the Agent by delivering placement notices and designating maximum amounts and minimum prices for sales.

Key Details

• Agreement date: December 29, 2025; filed on Form 8-K dated December 30, 2025.
• Maximum offering size: $50,000,000 (aggregate offering price of common stock).
• Sales agent: Lucid Capital Markets, LLC; sales conducted as an ATM offering under Rule 415(a)(4).
• Agent compensation: 3.0% of the gross sales price per share sold through the Agent.
• Company protections/terms: MediciNova can instruct the Agent not to sell below specified prices, either party can suspend or terminate the agreement, and the Company agreed to indemnify the Agent and reimburse certain legal expenses (up to $75,000 in connection with execution, plus ongoing legal expenses).
• No obligation: The Company is not required to sell any shares under the agreement.

Why It Matters

• This ATM facility gives MediciNova a flexible way to raise up to $50 million of capital over time by selling common stock into the market as needed, which can support operations, development programs, or general corporate purposes.
• If the Company chooses to use the facility, additional share issuance could dilute existing shareholders; however, the Company controls timing and minimum sale prices, and there is no requirement to sell any shares.
• Investors should monitor future 8-K/S-3 filings and placement notices to see if and when MediciNova actually sells shares under this agreement.