8-KFiled Aug 18, 8:00 PM ET

MediciNova Inc. Signs New Employment Agreements with CEO and CMO

$MNOV · MEDICINOVA INC

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MediciNova Inc. Signs New Employment Agreements with CEO and CMO

What Happened
MediciNova, Inc. announced on Aug. 17, 2026 that it entered into new Executive Employment Agreements with President & CEO Yuichi Iwaki, M.D., Ph.D., and Chief Medical Officer Kazuko Matsuda, M.D., Ph.D., MPH. The agreements replace their prior employment and severance arrangements and set base salary, bonus targets, and severance/vesting protections including enhanced treatment around a change in control.

Key Details

  • Dr. Yuichi Iwaki: annual base salary $690,246; annual incentive target = 55% of base salary.
    • Severance if involuntary termination (no change in control): lump-sum = 12 months base salary + up to 12 months Company-paid COBRA.
    • Severance if involuntary termination within 3 months before or 12 months after a change in control: lump-sum = 24 months base salary + 24 months target bonus; up to 18 months Company-paid COBRA; 100% accelerated vesting of all unvested equity (performance awards vest at 100% of target). Equity grants remain outstanding for three months if termination occurs within three months prior to a change in control to preserve eligibility for acceleration.
  • Dr. Kazuko Matsuda: annual base salary $540,143; annual incentive target = 40% of base salary.
    • Severance (no change in control): lump-sum = 12 months base salary + up to 12 months Company-paid COBRA.
    • Change-in-control severance window: lump-sum = 18 months base salary + 18 months target bonus; up to 18 months Company-paid COBRA; 100% accelerated vesting of unvested equity (performance awards at 100% of target). Same three-month equity preservation rule applies.
  • Common terms: severance conditioned on signing and not revoking a release; payments made within 60 days of termination (or later if tied to a change in control); “Involuntary Termination” = Termination Without Cause or Resignation for Good Reason (with defined notice and remedy periods); one-year post-termination non-solicit; customary Section 280G and Section 409A provisions; at-will employment; governed by Delaware law. Full agreements to be filed with the Company’s 10-Q for the quarter ended Sept. 30, 2026.

Why It Matters
These agreements clarify compensation, retention incentives and the company’s potential cash and equity obligations if leadership is terminated or if a change in control occurs. For investors, key impacts to monitor include possible accelerated equity vesting (which could increase dilution) and potential lump-sum severance cash outlays in a sale or leadership termination scenario. The deals also signal the company’s steps to retain and align its CEO and CMO during strategic events.