MediciNova ends $30M standby equity line with no fees

MediciNova’s planned termination of its Yorkville standby equity deal takes effect Sept. 8, 2026, with no remaining shares to issue and no termination fees.

Rhea-AI Filing Summary

MediciNova, Inc. (MNOV) has elected to terminate its Standby Equity Purchase Agreement with YA II PN, LTD. (Yorkville). The agreement, originally dated July 30, 2025, had allowed MediciNova, on a discretionary basis, to issue and sell up to $30.0 million of common stock to Yorkville. Under this facility, the company sold a total of 175,000 shares at prices between $1.39 and $1.40 per share, receiving aggregate proceeds of $0.2 million. The termination, made via a formal Notice of Termination dated August 31, 2026, will become effective on September 8, 2026. At termination, there were no outstanding borrowings, advance notices, or shares remaining to be issued under the agreement, and no fees are payable by either MediciNova or Yorkville in connection with ending the facility.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Key Figures

Maximum SEPA capacity: $30.0 million Shares sold under SEPA: 175,000 shares Sale price range: $1.39–$1.40 per share +2 more

5 metrics

Maximum SEPA capacity $30.0 million Right to issue and sell common stock to Yorkville under the Standby Equity Purchase Agreement

Shares sold under SEPA 175,000 shares Total MediciNova common shares sold to Yorkville before termination

Sale price range $1.39–$1.40 per share Price range for shares sold under the SEPA

Aggregate proceeds from SEPA $0.2 million Total cash proceeds MediciNova received from sales under the SEPA

SEPA termination effective date September 8, 2026 Date the termination of the Standby Equity Purchase Agreement becomes effective

Key Terms

Standby Equity Purchase Agreement, Notice of Termination, advance notices, emerging growth company

4 terms

Standby Equity Purchase Agreement financial

"the Company’s election to terminate the Standby Equity Purchase Agreement"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

Notice of Termination regulatory

"delivered to YA II PN, LTD. (“Yorkville”), a Notice of Termination"

advance notices financial

"there were no outstanding borrowings, advance notices or shares of common stock"

emerging growth company regulatory

"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MediciNova (MNOV) announce regarding its Standby Equity Purchase Agreement?

MediciNova delivered a Notice of Termination to YA II PN, LTD. to end its Standby Equity Purchase Agreement. The agreement, which allowed discretionary stock sales to Yorkville, will terminate effective September 8, 2026, with no outstanding borrowings or shares to be issued at termination.

How large was MediciNova’s (MNOV) equity facility with Yorkville and how much was used?

The Standby Equity Purchase Agreement permitted MediciNova to sell up to $30.0 million of common stock to Yorkville. The company utilized only a portion of this, selling 175,000 shares for aggregate proceeds of $0.2 million before terminating the agreement.

At what prices did MediciNova (MNOV) sell shares under the SEPA with Yorkville?

Under the Standby Equity Purchase Agreement, MediciNova sold 175,000 shares of its common stock at prices ranging from $1.39 to $1.40 per share, resulting in total proceeds of $0.2 million from the facility.

When does the termination of MediciNova’s (MNOV) Standby Equity Purchase Agreement become effective?

The termination of MediciNova’s Standby Equity Purchase Agreement with YA II PN, LTD. becomes effective on September 8, 2026. The Notice of Termination was delivered on August 31, 2026, in accordance with the agreement’s termination provisions.

Are there any fees or remaining obligations tied to MediciNova’s (MNOV) SEPA termination?

No. MediciNova states that, at the time of termination, there were no outstanding borrowings, advance notices, or shares to be issued under the SEPA, and no fees are due by either MediciNova or YA II PN, LTD. in connection with the termination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 07:30 AM EDT Accepted by SEC EDGAR 09/02/2026 - 07:30 AM EDT Learn about SEC filing dates

MEDICINOVA INC false 0001226616 0001226616 2026-08-31 2026-08-31

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): August 31, 2026

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 1.02 Termination of a Material Definitive Agreement.

Termination of Standby Equity Purchase Agreement

On August 31, 2026, MediciNova, Inc. (the “Company”) delivered to YA II PN, LTD. (“Yorkville”), a Notice of Termination, informing Yorkville of the Company’s election to terminate the Standby Equity Purchase Agreement, dated as of July 30, 2025, by and between the Company and Yorkville (the “SEPA”), as required under Section 9.01(b) of the SEPA. Termination of the SEPA will become effective as of September 8, 2026.

As previously disclosed in the Current Report on Form 8-K filed by the Company on August 1, 2025, pursuant to the SEPA, and upon the terms and subject to the conditions therein, the Company had the right, but not the obligation, to issue and sell to Yorkville up to $30.0 million of its shares of common stock. The Company sold an aggregate of 175,000 shares of its common stock at prices ranging from $1.39 to $1.40 per share for aggregate proceeds of $0.2 million under the SEPA. At the time of the termination, there were no outstanding borrowings, advance notices or shares of common stock to be issued, under the SEPA. In addition, there are no fees due by the Company or Yorkville in connection with the termination of the SEPA.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				MEDICINOVA, INC.
				By:		/s/ Yuichi Iwaki
						Yuichi Iwaki President and Chief Executive Officer
Date: September 2, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB