MediciNova holders report up to 9.9% stake after sale

MNOV's cash-settled swaps represent economic exposure to 456,637 notional shares but carry no voting, disposition, or conversion rights.

Rhea-AI Filing Summary

MEDICINOVA INC (MNOV) reporting persons 3D Investment Partners Pte. Ltd. and 3D Opportunity Master Fund may be deemed beneficial owners of up to 4,862,047 shares, approximately 9.9%, as of September 25, 2026. The percentage is based on 49,221,246 shares outstanding as of August 11, 2026. On September 25, 2026, the reporting persons sold 640,000 shares in a private sale to a third-party financial institution for JPY 425 (approximately US$2.7) per share and ceased to have beneficial ownership over the shares sold.

The reporting persons also disclosed cash-settled total return swaps providing economic exposure to 456,637 notional shares, approximately 0.9% of outstanding shares. The swaps do not provide voting or disposition power and cannot be converted into MNOV shares. Their observer appointment right under the Shareholder Rights Agreement lapsed in 2024, and they no longer have an observer appointed to attend board meetings.

Filing Explained

In this amendment, 3D Investment Partners and 3D Opportunity Master Fund report no present plans or proposals for the specified actions, while saying they will periodically review the investment and reserving the right to change their intentions. The filing discloses no current proposed action, but does not rule out a later change in plans.

Key Figures

Beneficial ownership: Up to 4,862,047 shares Ownership percentage: Approximately 9.9% Shares outstanding: 49,221,246 shares +4 more

7 metrics

Beneficial ownership Up to 4,862,047 shares As of September 25, 2026

Ownership percentage Approximately 9.9% Based on shares outstanding as of August 11, 2026

Shares outstanding 49,221,246 shares As of August 11, 2026

Shares sold 640,000 shares Private sale on September 25, 2026

Sale price JPY 425 (approximately US$2.7) per share Private sale on September 25, 2026

Notional shares under swaps 456,637 shares Cash-settled total return swaps

Swap exposure Approximately 0.9% Of outstanding shares

Key Terms

accelerated share disposal, Cash-Settled TRS, beneficial ownership, notional shares

4 terms

accelerated share disposal financial

"Pursuant to an accelerated share disposal ("ADS") transaction"

Cash-Settled TRS financial

"The Cash-Settled TRS provide the Reporting Persons with economic results"

beneficial ownership regulatory

"ceased to have beneficial ownership over such Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

notional shares financial

"an aggregate of 456,637 notional shares"

FAQ

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

How many MNOV shares did the reporting persons sell, and at what price?

The reporting persons sold 640,000 MNOV shares on September 25, 2026, in a private sale to a third-party financial institution for JPY 425 (approximately US$2.7) per share. The sale was conducted pursuant to an accelerated share disposal transaction.

What MNOV exposure do the reporting persons have through swaps?

The reporting persons disclosed cash-settled total return swaps providing economic exposure to 456,637 notional shares, approximately 0.9% of MNOV's outstanding shares. The swaps do not provide voting or disposition power and cannot be converted into MNOV shares.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/29/2026 - 05:00 PM Accepted by SEC EDGAR 09/29/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

MEDICINOVA INC

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

58468P206

(CUSIP Number)

3D Investment Partners Pte. Lt
1 Temasek Avenue, #20-02A Millenia Tower
Singapore, U0, 039192
65 6819 0000

Greenberg Traurig, LLP
One Vanderbilt Avenue,
New York, NY, 10017
(212) 801 9200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 58468P206

1

Name of reporting person

3D Investment Partners Pte. Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,862,047.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,862,047.00

11

Aggregate amount beneficially owned by each reporting person

4,862,047.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP Number(s): 58468P206

1

Name of reporting person

3D Opportunity Master Fund

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,862,047.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,862,047.00

11

Aggregate amount beneficially owned by each reporting person

4,862,047.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: MEDICINOVA INC
(c)	Address of Issuer's Principal Executive Offices: 4275 EXECUTIVE SQUARE, SUITE 300, LA JOLLA, CALIFORNIA , 92037.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") originally filed by the Reporting Persons on January 21, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by the Reporting Persons on July 12, 2022 ("Amendment No. 1", and together with the Original Schedule 13D and this Amendment No. 2, "Schedule 13D"), relating to the Shares of the Issuer. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Except as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. As part of its periodic evaluation of their investment in the Issuer, the Reporting Persons intend to review their investment in the Issuer. The Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer's financial position and strategic direction; actions taken by the Issuer's Board of Directors; the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic and industry conditions; tax considerations; and money and stock market conditions, including the market price of the securities of the Issuer. As of 2024, the Reporting Persons' Observer Appointment Right under the Shareholder Rights Agreement lapsed under the terms of the agreement, and the Reporting Persons no longer have an Observer appointed to attend meetings of the board of directors of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of Schedule 13D is hereby amended and restated as follows: The responses of each Reporting Person to Rows (11) and (13) of the cover pages of this Amendment No. 2 are hereby incorporated by reference into this Item 5(a). As of September 25, 2026, the Reporting Persons may be deemed to be the beneficial owners of up to 4,862,047 Shares of the Issuer, which constitutes beneficial ownership of approximately 9.9% of the issued and outstanding Shares of the Issuer (based on 49,221,246 Shares outstanding as of August 11, 2026, as reported in the Issuer's most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026).
(b)	Item 5(b) of Schedule 13D is hereby amended and restated as follows: The responses of each Reporting Person to Rows (7) through (10) of the cover pages of this Amendment No. 2 are hereby incorporated by reference into this Item 5(b). 3DIP and 3DOMF have shared power to vote up to 4,862,047 Shares of the Issuer and have shared investment power with respect to such Shares, and thus, each Reporting Person may be deemed to be the beneficial owner of 4,862,047 Shares of the Issuer. As described in Item 2 of Schedule 13D, 3DOMF has delegated all voting and investment power over the Shares to 3DIP as its investment manager.
(c)	Item 5(c) of Schedule 13D is hereby amended and supplemented as follows: Pursuant to an accelerated share disposal ("ADS") transaction entered into with a third-party financial institution, on September 25, 2026, the Reporting Persons sold in a private sale to said third-party financial institution 640,000 Shares of the Issuer for a price of JPY425 (approximately US$ 2.7) per share. The Reporting Persons do not have the power to vote or direct the voting or to dispose of or direct the disposition of the Shares sold as part of the ADS transaction and therefore ceased to have beneficial ownership over such Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Persons have entered into certain cash-settled total return swap agreements (the "Cash-Settled TRS") with an unaffiliated third-party financial institution as counterparty, which provide the Reporting Persons with economic exposure to an aggregate of 456,637 notional shares, representing approximately 0.9% of the outstanding Shares of the Issuer. The Cash-Settled TRS provide the Reporting Persons with economic results that are comparable to the economic results of ownership, but do not provide the Reporting Persons with the power to vote or direct the voting or to dispose of or direct the disposition of the Shares that are the subject of the Cash-Settled TRS; therefore, the Reporting Persons disclaim any beneficial ownership of any shares that may be referenced in the Cash-Settled TRS. The Reporting Persons do not have the right to convert the Cash-Settled TRS into Shares of the Issuer at any time.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement, dated September 29, 2026, by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3D Investment Partners Pte. Ltd.

Signature:	/s/ Sai Fai Yip
Name/Title:	Sai Fai Yip/Director
Date:	09/29/2026

3D Opportunity Master Fund

Signature:	/s/ Sai Fai Yip
Name/Title:	Sai Fai Yip/Director
Date:	09/29/2026