|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
MEDICINOVA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
April 26, 2024
Dear Stockholders of MediciNova, Inc.:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of MediciNova, Inc. The meeting will be held on Tuesday, June 11, 2024 at 1:00 p.m. Pacific Daylight Time at 4275 Executive Square, Suite 300, La Jolla, California 92037.
We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders on the Internet. On or around April 26, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our Proxy Statement for our 2024 Annual Meeting of Stockholders and Annual Report for the year ended December 31, 2023 (the "2023 Annual Report"). The Notice also provides instructions on how to vote online and how to receive a paper copy of the proxy materials by mail.
Whether or not you plan to attend the meeting, your vote is very important and we encourage you to vote promptly . You may vote by proxy over the internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on your proxy card. If you attend the meeting you will have the right to revoke your proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.
The Board of Directors and management of MediciNova, Inc. look forward to seeing you at the meeting.
|
|
||||||||||||||||||||||||
|
Sincerely yours, |
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Yuichi Iwaki, M.D., Ph.D. |
||||||||||||||||||||||||
|
President, Chief Executive Officer and Director |
||||||||||||||||||||||||
|
|
|
If you have questions about the proposals or how to vote your shares, you may contact our proxy solicitor: |
|
|
|
ADVANTAGE PROXY |
|
(877) 870-8565 (toll free) |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 2024
To the Stockholders of MediciNova, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting” or “2024 Annual Meeting”) of MediciNova, Inc., a Delaware corporation ("we," "us," "our," "MediciNova" or the "Company"), will be held on Tuesday, June 11, 2024 at 1:00 p.m. Pacific Daylight Time at 4275 Executive Square, Suite 300, La Jolla, California 92037 for the following purposes:
Stockholders of record as of the close of business on April 17, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the Annual Meeting will be available for inspection at MediciNova’s offices, located at 4275 Executive Square, Suite 300, La Jolla, California 92037, for ten days prior to the Annual Meeting.
It is important that your shares are represented at the Annual Meeting. Even if you plan to attend the 2024 Annual Meeting in person, we encourage you to read the proxy statement and vote or submit your proxy as soon as possible so that your shares can be voted at the 2024 Annual Meeting in accordance with your instructions. Telephone and internet voting are available. For specific instructions on voting, please refer to the instructions in the Notice of Internet Availability of Proxy Materials (the "Notice") you received, or your proxy card, if you have requested one. If you do attend the 2024 Annual Meeting and wish to vote in person, you may withdraw your proxy at that time.
|
|
||||||||||||||||||||||||
|
By Order of the Board of Directors, |
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Yuichi Iwaki, M.D., Ph.D. |
||||||||||||||||||||||||
|
President, Chief Executive Officer and Director |
||||||||||||||||||||||||
|
|
|
|
|
|
|
Name |
|
Age |
|
Principal Business Experience |
|
|
|
|
||
|
Yuichi Iwaki, M.D., Ph.D. |
|
74 |
|
Yuichi Iwaki, M.D., Ph.D. is a founder of our Company and has served as the Chairman of the Board of Directors from our inception in September 2000 to March 2007, was appointed as our Executive Chairman in July 2005, our Chief Executive Officer in September 2005 and President and Chief Executive Officer in March 2006. Dr. Iwaki was a member of the board of directors of Avigen, Inc. from 1994 to 2008. He holds a professorship at the University of Southern California School of Medicine in the Departments of Urology and has been Director of the Transplantation Immunology and Immunogenetic Laboratory since 1992. Dr. Iwaki is also a visiting professor at the Toho University School of Medicine. Prior to joining the faculty at the University of Southern California School of Medicine, Dr. Iwaki held two professorships at the University of Pittsburgh School of Medicine in the Departments of Surgery and Pathology from 1989 through 1991. Dr. Iwaki received both his M.D. and Ph.D. degrees from Sapporo Medical School in Sapporo, Japan. Dr. Iwaki is the author of more than 200 peer-reviewed publications and more than 40 book chapters. Dr. Iwaki has been advising pharmaceutical companies and venture capital funds regarding research and investment strategies for over 30 years and serves on the board of directors of several biotechnology companies. Based on his medical background, relationships with leading biotechnology companies and extensive experiences as a professor and as an advisor to pharmaceutical companies, the Board believes Dr. Iwaki has the appropriate set of skills to serve as a member of our Board.
|
6
|
Kazuko Matsuda, M.D., Ph.D., MPH
|
|
58 |
|
Kazuko Matsuda was appointed as our Chief Medical Officer in September 2011. Dr. Matsuda served as our Vice President of Clinical Development from April 2010 to September 2011. Dr. Matsuda has responsibility for all of our clinical development. From August 2008 to November 2009, Dr. Matsuda served as an assistant professor with the University of Southern California, Keck School of Medicine. From August 2005 to July 2008, Dr. Matsuda served as Clinical Fellow with the Children’s Hospital Los Angeles. Dr. Matsuda commenced her residency in internal medicine/pediatrics at Michigan State University and completed a pediatric residency at Loma Linda University. Dr. Matsuda is a board-certified pediatrician in both the United States and Japan. Dr. Matsuda holds an M.D. and Ph.D. from Sapporo Medical University School of Medicine and an MPH from Harvard University, School of Public Health. Dr. Matsuda, in her capacity as Chief Medical Officer for MediciNova since 2013, has demonstrated strong leadership skills and creativity culminating in the advancement of clinical drug development programs. The Board believes these qualities make her an excellent choice for a member of our Board. |
Biographical information concerning the Class III director whose term of office expires at the 2025 Annual Meeting of stockholders is set forth below.
|
|
|
|
|
|
|
Name |
|
Age |
|
Principal Business Experience |
|
|
|
|
||
|
Carolyn Beaver |
|
66 |
|
Carolyn Beaver was appointed to the Board in October 2020 and is currently chairperson of the audit committee and a member of the nominating and corporate governance and compensation committees. She has also served on the board of directors of MaxLinear, Inc., a leading provider of radio frequency, analog, digital and mixed-signal integrated circuits since December 2018 and as chairperson of its audit committee since February 2021. She has also served as a director and chairperson of the audit committee of Sonendo, Inc., a provider of dental technology systems, since October 2021. Ms. Beaver served on the board of directors of Organovo Holdings, Inc., a biotechnology company, from February 2019 to September 2020 and as chair of its audit committee from September 2019 to September 2020. She was a director of Commerce National Bank, California, chair of its audit committee and a member of its asset/liability committee from 2005 until the bank was acquired in 2013. Ms. Beaver previously held several positions at Sequenom, Inc., a life sciences testing company, including Chief Financial Officer and Senior Vice President from March 2015 to October 2016, Chief Financial Officer from June 2014 to March 2015, and Vice President and Chief Accounting Officer from June 2012 to June 2014. Ms. Beaver was previously Corporate Vice President and Controller of Beckman Coulter, Inc., a biomedical laboratory instrument and test company, from August 2005 until June 2012, and was named Chief Accounting Officer in October 2005, a position she held until July 2011, following the acquisition of Beckman Coulter, Inc. by Danaher Corporation. She also served as interim Chief Financial Officer of Beckman Coulter from July 2006 through October 2006. Ms. Beaver served as an audit partner with KPMG LLP from 1987 to 2002. Ms. Beaver received a B.S. in Business Administration from California State Polytechnic University, Pomona. Based on her public accounting and finance background, as well as her extensive experiences as an executive officer and a member of the Board at several companies, the Board believes Ms. Beaver has the appropriate set of skills to serve as a member of our Board.
|
7
Biographical information concerning the Class I directors whose term of office expires at the 2026 Annual Meeting of stockholders is set forth below.
|
|
|
|
|
|
|
Name |
|
Age |
|
Principal Business Experience |
|
|
|
|
||
|
Hideki Nagao |
|
67 |
|
Hideki Nagao was appointed to the Board in November 2017. He complements the MediciNova Board with 40 years of experience in finance and corporate law with financial institutions in Japan. Mr. Nagao started his career at Development Bank of Japan, Inc. and, in 2006, he accepted the position of General Manager, Department of Venture Business Finance. In 2008, he moved to SG Holdings Co. Ltd. In 2009, Mr. Nagao served as President Sagawa Financials, Inc., as Director of Sagawa Global Logistics in 2012 and as President of SG Assetmax Co. Ltd in 2013. From 2017 to 2019, he served as Auditor of Sagawa Advance Co., Ltd., SG System Co., Ltd., and Japan Economic Research Institute Inc. Mr. Nagao holds a degree from the Faculty of Law of Tokyo University. He previously served as a Board Member for MediciNova from 2004 to 2010. Based on his significant experience in finance and corporate law with financial institutions in Japan, the Board believes Mr. Nagao has the appropriate set of skills to serve as a member of our Board.
|
|
Nicole Lemerond |
|
48 |
|
Nicole Lemerond was appointed to the Board in August 2023 and is currently a member of the audit, compensation, and nominating and corporate governance committees. Ms. Lemerond is a financial executive with over 25 years of experience in investment management, private equity, investment banking, mergers/acquisitions, and leveraged finance, most recently serving as Managing Partner of NV Capital from February 2010 to August 2022. She has significant experience executing complex transactions, investing in healthcare companies, raising capital and structuring balance sheets. Her breadth of industry expertise includes providers, payors, medical device manufacturers, HCIT providers, pharmaceutical and life sciences companies. Ms. Lemerond also serves as a director for InMed Pharmaceuticals, Inc. and GeoVax, Inc. Throughout her career, she established and led healthcare groups at leading investment firms and has also worked at several large financial institutions, including Lehman Brothers and The Carlyle Group. Ms. Lemerond holds a Bachelor of Science degree from Cornell University and is a CFA charterholder. Based on her significant experience in finance, the Board believes Ms. Lemerond has the appropriate set of skills to serve as a member of our Board. |
|
|
|
|
||
Required Vote
Directors are elected by a majority of the votes cast in an uncontested election of directors. Therefore, in an uncontested election of directors (i.e., an election where the only nominees are those recommended by our Board), each member of our Board will be elected only if the votes cast for the nominee exceed the votes cast against the nominee. Abstentions and broker non-votes are not considered votes cast on this proposal and will not have any effect on the election of the director.
We have also implemented a majority voting policy for director resignations, applicable if an incumbent director nominee receives less than a majority of votes cast in an uncontested election. Each director nominated for reelection must tender his or her written irrevocable, conditional resignation to the Chairman of the Board that will be effective only upon both (i) the failure to receive the required vote at the Annual Meeting and (ii) Board acceptance of such resignation. If a director nominee fails to receive the required vote for reelection, our Nominating and Corporate Governance Committee or our Board (other than such director) will act on an expedited basis to determine whether to accept the director’s irrevocable, conditional resignation, and it will submit such recommendation for prompt consideration by the Board. Our Nominating and Corporate Governance Committee and members of our Board (other than such director) may consider any factors they deem relevant in deciding whether to accept a director's resignation. This policy does not apply in circumstances involving contested director elections. The nominee has agreed to serve if elected. Our management has no reason to believe that the nominee will be unable to serve.
The Board recommends a vote “FOR” election of Dr. Iwaki and Dr. Matsuda as Class II Directors.
8
CORPORATE GOVERNANCE
Director Independence
As required under NASDAQ listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent” as affirmatively determined by the Board. The Board of Directors consults with our outside counsel to ensure that the Board of Directors’ determinations are consistent with relevant listing standards, securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of NASDAQ, as in effect from time to time.
Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and MediciNova, our senior management and our independent registered public accounting firm, the Board has affirmatively determined that the following three directors are independent directors within the meaning of the applicable NASDAQ listing standards: Ms. Beaver, Mr. Nagao and Ms. Lemerond. In making this determination, the Board found that none of the above directors had a material or other disqualifying relationship with us. Dr. Iwaki, our President and Chief Executive Officer, and Dr. Matsuda, our Chief Medical Officer, are not independent under the NASDAQ rules by virtue of their current employment with us.
Nominations for Directors
The Board has as an objective that its membership be composed of experienced and dedicated individuals with diversity of experience, perspectives and skills. The Nominating and Corporate Governance Committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the Board for nomination for election. The Nominating and Corporate Governance Committee will select candidates for election as director based on their character, judgment, diversity of experience, business acumen and ability to act on behalf of all stockholders. The satisfaction of these criteria is implemented and assessed through ongoing consideration of the directors and nominees by the Nominating and Corporate Governance Committee and the Board. Based on these activities and its review of the current composition of the Board and the director-nominees, the Nominating and Corporate Governance Committee and the Board believe that these criteria have been satisfied.
The Nominating and Corporate Governance Committee believes that nominees for director should have relevant experience, such as experience in management or accounting and finance or industry and technology knowledge that may be useful to us and the Board, high personal and professional ethics and the willingness and ability to devote sufficient time to effectively carry out his or her duties as a director. Diversity in professional experience, skills and other individual qualities and attributes that contribute to Board heterogeneity are among the factors that the Nominating and Corporate Governance Committee typically takes into account and seeks to foster in identifying nominees so that members of the Board represent different viewpoints and backgrounds.
The Nominating and Corporate Governance Committee believes it appropriate for a majority of the members of the Board to meet the definition of “independent director” under the NASDAQ Marketplace Rules. The Nominating and Corporate Governance Committee also believes it is appropriate for each of our President and Chief Executive Officer and our Chief Medical Officer to serve as members of the Board.
Prior to each annual meeting of stockholders, the Nominating and Corporate Governance Committee identifies nominees for director by first evaluating the current directors whose term will expire at such annual meeting of stockholders and who are willing to continue in service. These candidates are evaluated based on the criteria described above, including as demonstrated by the candidate’s prior service as a director, and the needs of the Board with respect to the particular talents and experience of its directors. In the event that a director does not wish to continue in service, the Nominating and Corporate Governance Committee determines not to re-nominate a director, or a vacancy is created on the Board as a result of a resignation, an increase in the size of the Board or other event, the Nominating and Corporate Governance Committee will consider various candidates for Board membership, including those suggested by the members of the Nominating and Corporate Governance Committee, other Board members, members of management, any executive search firm engaged by the Nominating and Corporate Governance Committee and stockholders. Once a slate of candidates is chosen by the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee recommends the candidates to the entire Board, and the Board then determines whether to designate the slate to be elected at the Annual Meeting of stockholders.
9
The Nominating and Corporate Governance Committee evaluates any nominees recommended by stockholders in the same manner that potential nominees suggested by Board members, management or other parties are evaluated. A stockholder who wishes to suggest a prospective nominee for the Board should notify any member of the Nominating and Corporate Governance Committee in writing with any supporting material the stockholder considers appropriate, which should be sent to our corporate headquarters at 4275 Executive Square, Suite 300, La Jolla, California 92037.
In addition, our Bylaws, contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board at an annual meeting of stockholders. In order to be considered, a recommendation for a candidate by a stockholder must be timely delivered in writing to us and otherwise comply with the provisions of the Bylaws. The recommendation must include the following written information: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class, series and number of shares of capital stock of the Company that are owned beneficially by the person, (iv) a statement as to the person’s citizenship, (v) a written statement of the person that such person, if elected, intends to tender, promptly following such person’s election or reelection, an irrevocable resignation effective upon such person’s failure to receive the required vote for reelection at the next meeting at which such person would face reelection and upon acceptance of such resignation by the Board, and (vi) any other information that is required to be disclosed in solicitations for proxies for election of directors under Section 14 of the Exchange Act and the related rules and regulations under that section, and (b) as to the stockholder making the nomination, (i) the name and record address of the stockholder and (ii) the class, series and number of shares of capital stock of the Company that are owned beneficially by the stockholder. The Nominating and Corporate Governance Committee may also require any proposed nominee to furnish such other information as may reasonably be required by the Nominating and Corporate Governance Committee to determine the eligibility of such proposed nominee to serve as director. The recommendation should be sent to: Nominating and Corporate Governance Committee, MediciNova, Inc., 4275 Executive Square, Suite 300, La Jolla, California 92037. You can obtain a copy of the Bylaws by writing to us at this address.
Board Leadership Structure and Risk Oversight Function of the Board
The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership and that Board leadership structure may vary as circumstances warrant. The leadership structure of our Board currently consists of our Chairman of the Board, who serves as our Chief Executive Officer and oversees the Board. Each of our Board committees is chaired by an independent director who reports to the full Board on the activities and decisions made by the committees. We believe this leadership structure, with a Chairman and Chief Executive Officer, and independent directors chairing each of our committees, helps to facilitate efficient decision-making and communication among our directors.
Subject to active oversight by the Board, our management is primarily responsible for managing the risks we face in the ordinary course of operating our business. Our Board receives operations and strategic presentations from management, which include discussions of the principal risks to our business. In addition, the Board has delegated certain risk oversight functions to each of its committees.
The Audit Committee assists the Board in risk oversight functions related to specific areas such as treasury management, equity administration and contracts policy. The Audit Committee also reviews and discusses with management our system of disclosure controls and procedures and our internal controls over financial reporting. The Compensation Committee assists the Board in risk oversight functions related to our compensation policies and programs and employee retention issues. The Nominating and Corporate Governance Committee assists the Board in risk oversight functions related to important compliance matters, including periodic reviews of the Code of Ethics and Code of Business Conduct to ensure compliance with applicable securities laws and regulations and stock market rules. We believe that this leadership structure enhances our efficiency in fulfilling our oversight functions with respect to our business and facilitates division of risk management oversight responsibilities among the full Board, each of its committees and our management team.
Communications
If you wish to communicate with the Board, you may send your communication in writing to: Chairman of the Board of Directors, MediciNova, Inc., 4275 Executive Square, Suite 300, La Jolla, California 92037, who will forward all material communications received to the appropriate director or directors or committee of the Board based on the subject matter. You must include your name and address in the written communication and indicate whether you are a stockholder of ours.
10
Corporate Responsibility, Sustainability and Diversity
We understand that long-term value creation for stockholders is our core responsibility. We also have an important role to play for our team members, and the communities we serve and believe that enriching and enabling the lives of our employees and their families, supporting the environment, caring for our communities, and being good corporate stewards over the Company is fundamental to our culture, and is just plain good business.
Code of Ethics and Code of Business Conduct
We have adopted a Code of Ethics for Senior Officers for the Chief Executive Officer, Chief Financial Officer and key management employees who have been identified by the Board. We also have adopted a Code of Business Conduct that applies to employees, consultants, representatives, officers and directors. Each of the Code of Ethics for Senior Officers and Code of Business Conduct may be found under the Investor Relations-Corporate Governance section of our website at www.medicinova.com. We will post on our website (i) any waiver, if and when granted, to any provision of the Code of Ethics for Senior Officers or Code of Business Conduct (for executive officers or directors) and (ii) any amendment to the Code of Ethics for Senior Officers or Code of Business Conduct.
MEETINGS AND COMMITTEES OF THE BOARD
Board Meetings and Committees
The Board held five meetings during the year ended December 31, 2023. Each Board member attended at least 75% of the aggregate number of meetings of the Board and of the committees on which he or she served during the portion of the last fiscal year for which he or she was a director or committee member. We encourage, but do not require, our directors to attend the Annual Meetings of stockholders. Three of our directors attended the 2023 Annual Meeting of stockholders.
Independent Directors and Audit Committee
The members of the Audit Committee each meet the independence standards established by the U.S. Securities and Exchange Commission (“SEC”) and NASDAQ for audit committees. Each member of the Audit Committee has been selected by the Board based on its determination that the Audit Committee members are fully qualified to monitor the performance of management, the public disclosures by us of our financial condition and results of operations, our internal control over financial reporting and the performance of our independent registered public accounting firm, as well as to analyze and evaluate our financial statements, and otherwise meet the applicable requirements of the NASDAQ Marketplace Rules. The Board believes that Ms. Beaver, Chair of the Audit Committee, fulfills the requirements of NASDAQ’s Marketplace Rule 5605(c)(2), which requires at least one Audit Committee member have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication. The Board of Directors has also determined that Ms. Beaver qualifies as an “audit committee financial expert,” as defined in applicable SEC rules, and also possesses the financial sophistication and requisite experience as required under NASDAQ listing standards, based on her significant financial and operational experience.
11
Board Diversity Matrix (as of April 26, 2024)
|
|
||||
|
Total number of directors |
5 |
|||
|
|
Female |
Male |
Non-Binary |
Did not disclose gender |
|
Directors |
3 |
2 |
- |
- |
|
Demographic information |
|
|
|
|
|
African American or Black |
- |
- |
- |
- |
|
Alaskan Native or Native American |
- |
- |
- |
- |
|
Asian |
1 |
2 |
- |
- |
|
Hispanic or Latinx |
- |
- |
- |
- |
|
Native Hawaiian or Pacific Islander |
- |
- |
- |
- |
|
White |
2 |
- |
- |
- |
|
Two or More Races or Ethnicities |
- |
- |
- |
- |
|
LGBTQ+ |
- |
|||
|
Did Not Disclose Demographic Background |
- |
|||
Board Committees and Charters
The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee makes a recommendation to the Board regarding the composition of these committees. Each member of these committees is an independent director in accordance with the applicable rules and regulations of the SEC and the NASDAQ listing standards. Each committee is governed by a written charter approved by the Board. A copy of each charter can be found under the Investor Relations-Corporate Governance section of our website at www.medicinova.com. The number of members, names of current members, number of meetings held during the last fiscal year and functions of each committee are set forth below:
|
|
|
|
|
Audit Committee |
|
|
|
|
|
|
|
Number of Members: |
|
Three |
|
|
|
|
|
Members: |
|
Ms. Beaver (Chair) Mr. Nagao Ms. Lemerond |
|
|
|
|
|
Number of Meetings: |
|
Six |
|
|
|
|
|
Functions: |
|
The Audit Committee assists the Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing its reports regarding our consolidated financial statements and system of internal accounting control over financial reporting. The Audit Committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm and for ensuring that such firm is independent of management. |
|
|
|
|
|
Compensation Committee |
|
|
|
|
|
|
|
Number of Members: |
|
Three |
|
|
|
|
|
Members: |
|
Ms. Lemerond (Chair) Ms. Beaver Mr. Nagao |
|
|
|
|
|
Number of Meetings: |
|
Two |
|
|
|
|
12
|
Functions: |
|
The Compensation Committee determines our general compensation policies and practices. The Compensation Committee also reviews and approves compensation packages for our officers and, based on such review, recommends overall compensation packages for the officers to the Board. In addition, the Compensation Committee reviews and determines equity-based compensation for our directors, officers, employees and consultants and administers our stock incentive and employee stock purchase plans. |
|
|
|
|
|
Compensation Committee Processes and Procedures: |
|
Typically, the Compensation Committee meets at least annually or more frequently as needed. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer. The Compensation Committee meets in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. The charter of the Compensation Committee grants the Compensation Committee authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. |
|
|
|
|
|
|
|
Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which recommends to the Board any adjustments to his compensation as well as awards to be granted. As part of its deliberations with respect to all executives and directors, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and analysis of executive and director compensation paid at other companies. |
13
|
Nominating and Corporate Governance Committee |
|
|
|
|
|
|
|
Number of Members: |
|
Three |
|
|
|
|
|
Members: |
|
Mr. Nagao (Chair) Ms. Beaver Ms. Lemerond |
|
|
|
|
|
Numbers of Meetings: |
|
Two
|
|
|
|
|
|
Functions: |
|
The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. The Nominating and Corporate Governance Committee also oversees our corporate governance guidelines and reporting and makes recommendations to the Board concerning corporate governance matters. |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Procedures for Related Party Transactions
Our Audit Committee is charged with the responsibility of reviewing potential conflicts of interest, and reviewing and approving all related party transactions, including those required to be disclosed as a “related party” transaction under applicable federal securities laws. Our Audit Committee has not adopted any specific procedures for conducting such reviews and considers each transaction in light of the specific facts and circumstances presented.
Related Party Transactions
In addition to the compensation arrangements with directors and named executive officers described elsewhere in this proxy statement, since January 1, 2022, we were involved in the following transactions in which we were or are a party involving an amount greater than the lesser of $120,000 or 1% of the average of our total assets for the last two completed fiscal years and in which any director, executive officer, holder of more than 5% of our common stock, or any member of the immediate family or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.
We have entered into indemnification agreements with each of our executive officers and directors. In addition, our executive officers and directors are indemnified under the General Corporation Law of the State of Delaware and our Bylaws to the fullest extent permitted under Delaware law. We also have a directors’ and officers’ liability insurance policy that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.
14
PROPOSAL TWO:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected BDO USA, P.C. (“BDO”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024. A representative of BDO is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions. Although stockholder ratification of our independent registered public accounting firm is not required by our Bylaws or otherwise, we are submitting the selection of BDO to the stockholders for ratification to permit stockholders to participate in this important corporate decision.
Principal Accountant Fees and Services
The following table presents fees paid by us for professional services rendered by BDO for the fiscal years ended December 31, 2023 and 2022, as applicable.
|
|
|
Fiscal Year Ended |
|
|||||
|
|
|
December 31, |
|
|||||
|
|
|
2023 |
|
|
2022 |
|
||
|
Audit Fees (1) |
|
$ |
449,823 |
|
|
$ |
451,570 |
|
|
Audit Related Fees |
|
|
— |
|
|
|
— |
|
|
Tax Fees |
|
|
— |
|
|
|
— |
|
|
All Other Fees |
|
|
— |
|
|
|
— |
|
|
Total Fees |
|
$ |
449,823 |
|
|
$ |
451,570 |
|
Pre-Approval Policy and Procedures
It is our policy that all audit and non-audit services to be performed by our independent registered public accounting firm be approved in advance by the Audit Committee. The Audit Committee will not approve the engagement of our independent registered public accounting firm to perform any service that such firm would be prohibited from providing under the rules and regulations of the SEC and the applicable NASDAQ Marketplace Rules. In assessing whether to approve use of our independent registered public accounting firm for permitted non-audit services, the Audit Committee tries to minimize relationships that could impair the objectivity of such firm. The Audit Committee will approve permitted non-audit services by our independent registered public accounting firm only when it will be more effective or economical to have such services provided by such firm and where the nature of the services will not impair such firm’s independence. During the fiscal years ended December 31, 2023 and 2022, all audit services performed by our independent registered public accounting firm were approved in advance by the Audit Committee, and there were no non-audit services.
Required Vote
Ratification of the appointment of BDO as our independent registered public accounting firm will require the affirmative vote of a majority of the shares present and voting at the Annual Meeting in person or by proxy. In the event ratification is not obtained, the Audit Committee will review its future selection of our independent registered public accounting firm but will not be required to select a different independent registered public accounting firm for us. Even if the selection is ratified, the Audit Committee at its discretion may direct the appointment of a different independent accounting firm at any time during the subsequent year if the Audit Committee determines that such a change would be in the best interests of MediciNova and our stockholders.
The Board recommends a vote “FOR” ratification of appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
15
EXECUTIVE OFFICERS
The following table sets forth certain information, as of the date of this Proxy Statement, regarding each of our executive officers.
|
Name |
|
Position |
|
Age |
|
Principal Business Experience |
||
|
|
|
|
|
|
|
|
||
|
Yuichi Iwaki, M.D., Ph.D. |
|
President, Chief Executive Officer and Executive Chairman of our Board |
|
|
74 |
|
|
Yuichi Iwaki, M.D., Ph.D. is a founder of our Company and has served as the Chairman of the Board of Directors from our inception in September 2000 to March 2007, was appointed as our Executive Chairman in July 2005, our Chief Executive Officer in September 2005 and President and Chief Executive Officer in March 2006. He served as Acting Chief Financial Officer from November 2013 to April 2014. Dr. Iwaki was a member of the board of directors of Avigen, Inc. from 1994 to 2008. He holds a professorship at the University of Southern California School of Medicine in the Departments of Urology and has been Director of the Transplantation Immunology and Immunogenetic Laboratory since 1992. Dr. Iwaki is also a visiting professor at the Toho University School of Medicine. Prior to joining the faculty at the University of Southern California School of Medicine, Dr. Iwaki held two professorships at the University of Pittsburgh School of Medicine in the Departments of Surgery and Pathology from 1989 through 1991. Dr. Iwaki received both his M.D. and Ph.D. degrees from Sapporo Medical School in Sapporo, Japan. Dr. Iwaki is the author of more than 200 peer-reviewed publications and more than 40 book chapters. Dr. Iwaki has been advising pharmaceutical companies and venture capital funds regarding research and investment strategies for over 30 years and serves on the board of directors of several biotechnology companies. |
|
Kazuko Matsuda, M.D., Ph.D., MPH |
|
Chief Medical Officer |
|
|
58 |
|
|
Kazuko Matsuda was appointed as our Chief Medical Officer in September 2011. Dr. Matsuda served as our Vice President of Clinical Development from April 2010 to September 2011. Dr. Matsuda has responsibility for all of our clinical development. From August 2008 to November 2009, Dr. Matsuda served as an assistant professor with the University of Southern California, Keck School of Medicine. From August 2005 to July 2008, Dr. Matsuda served as Clinical Fellow with the Children’s Hospital Los Angeles. Dr. Matsuda commenced her residency in internal medicine/pediatrics at Michigan State University and completed a pediatric residency at Loma Linda University. Dr. Matsuda is a board-certified pediatrician in both the United States and Japan. Dr. Matsuda holds an M.D. and Ph.D. from Sapporo Medical University School of Medicine and an MPH from Harvard University, School of Public Health. |
|
|
|
|
|
|||||
16
|
David H. Crean, Ph.D. |
|
Chief Business Officer |
|
|
59 |
|
|
David Crean has served as our Chief Business Officer since May 2021. Dr. Crean is managing partner with Cardiff Advisory LLC, a strategic and financial advisory firm focused on mergers, acquisitions and partnering transactions with life science and healthcare companies. Previously, Dr. Crean served as Managing Director for Objective Capital Partners, LLC driving its practice in the same practice domains. Dr. Crean currently serves in leading roles on the Boards of Directors for Paracrine, Inc., Almon Therapeutics, Inc., Cenna Biosciences, California Life Sciences Association, BIOCOM California, and Connect San Diego. He is a Venture Investor-in-Residence with VU Venture Partners and a Venture Partner in LemVega Capital Biotech Venture Fund. Dr. Crean holds FINRA Series 79 and Series 63 licenses and is a Registered Investment Banking Representative of BA Securities LLC, Member FINRA SIPC. He has an M.B.A. with a finance concentration from Pepperdine University, a Ph.D. in Biophysics and a M.S. in Oncology from the State University of New York at Buffalo, and a B.S. in Biology/ Pre-Med from Canisius College. |
|
|
|
|
|
|||||
|
Jason Kruger, CPA (inactive) |
|
Chief Financial Officer |
|
|
47 |
|
|
Jason Kruger was appointed to serve as our Chief Financial Officer in June 2022. Mr. Kruger has served as the president and founder of Signature Analytics since 2008. From January 2003 until September 2008, Mr. Kruger served as Senior Manager for Deloitte Touche LLP. From July 1999 to January 2003, Mr. Kruger served as a Senior Accountant for Moss Adams LLP. Mr. Kruger received a Bachelor of Science in Business Administration Accounting and Finance from the University of Arizona and is an inactive Certified Public Accountant in the State of California. |
17
EXECUTIVE COMPENSATION
For the year ended December 31, 2023, our “Named Executive Officers” include the following persons:
(1) Mr. O'Brien regisned from his employment as our Vice President effective April 2, 2024.
2023 SUMMARY COMPENSATION TABLE
The following table shows for the fiscal years ended December 31, 2023 and 2022, compensation awarded to, paid to, or earned by, the Named Executive Officers ("NEOs").
|
Name and Position |
|
Year |
|
Salary
|
|
|
Options Awards
|
|
|
Non-Equity Incentive Plan Compensation
|
|
|
All Other Compensation
|
|
|
Total
|
|
|||||||
|
Yuichi Iwaki, M.D., Ph.D. |
|
2023 |
|
$ |
657,377 |
|
|
$ |
481,050 |
|
|
$ |
230,082 |
|
|
$ |
19,800 |
|
|
$ |
1,388,309 |
|
||
|
President and Chief Executive Officer |
|
2022 |
|
$ |
620,167 |
|
|
$ |
359,594 |
|
|
$ |
294,579 |
|
|
$ |
18,300 |
|
|
$ |
1,292,640 |
|
||
|
Kazuko Matsuda, M.D., Ph.D. |
|
2023 |
|
$ |
505,422 |
|
|
$ |
360,788 |
|
|
$ |
123,828 |
|
|
$ |
19,800 |
|
|
$ |
1,009,838 |
|
||
|
Chief Medical Officer |
|
2022 |
|
$ |
476,814 |
|
|
$ |
228,833 |
|
|
$ |
158,540 |
|
|
$ |
18,300 |
|
|
$ |
882,487 |
|
||
|
Geoffrey O’Brien, J.D./M.B.A. |
|
2023 |
|
$ |
378,579 |
|
|
$ |
192,420 |
|
|
$ |
92,716 |
|
|
$ |
19,800 |
|
|
$ |
683,515 |
|
||
|
Vice President |
|
2022 |
|
$ |
357,150 |
|
|
$ |
117,685 |
|
|
$ |
118,752 |
|
|
$ |
18,300 |
|
|
$ |
611,887 |
|
||
|
|
|
|
|
Options Awards |
||||||||||||
|
Name |
|
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unearned (1) |
|
|
Option Exercise Price ($/Sh.) |
|
|
Option Expiration Date |
||||||
|
Yuichi Iwaki, M.D., Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
President and Chief Executive Officer |
|
01/07/15 |
|
|
250,000 |
|
|
|
|
|
|
3.09 |
|
|
01/06/25 |
|
|
|
|
01/07/16 |
|
|
120,000 |
|
|
|
|
|
|
3.91 |
|
|
01/06/26 |
|
|
|
|
01/07/16 |
|
|
320,000 |
|
|
|
|
|
|
3.91 |
|
|
01/06/26 |
|
|
|
|
01/18/17 |
|
|
450,000 |
|
|
|
|
|
|
6.10 |
|
|
01/17/27 |
|
|
|
|
01/06/18 |
|
|
470,000 |
|
|
|
|
|
|
7.00 |
|
|
01/05/28 |
|
|
|
|
01/15/19 |
|
|
412,500 |
|
|
|
|
|
|
9.67 |
|
|
01/14/29 |
|
|
|
|
01/09/20 |
|
|
495,000 |
|
|
|
|
|
|
6.89 |
|
|
01/08/30 |
|
|
|
|
02/18/21 |
|
|
302,500 |
|
|
|
|
|
|
5.92 |
|
|
02/17/31 |
|
|
|
|
01/27/22 |
|
|
235,125 |
|
|
|
|
|
|
2.25 |
|
|
01/26/32 |
|
|
|
|
02/01/23 |
|
|
|
|
|
300,000 |
|
|
|
2.40 |
|
|
01/31/33 |
|
|
Kazuko Matsuda |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Chief Medical Officer |
|
12/04/14 |
|
|
120,000 |
|
|
|
|
|
|
3.24 |
|
|
12/03/24 |
|
|
|
|
01/07/15 |
|
|
125,000 |
|
|
|
|
|
|
3.09 |
|
|
01/06/25 |
|
|
|
|
01/07/16 |
|
|
100,000 |
|
|
|
|
|
|
3.91 |
|
|
01/06/26 |
|
|
|
|
01/07/16 |
|
|
170,000 |
|
|
|
|
|
|
3.91 |
|
|
01/06/26 |
|
|
|
|
01/18/17 |
|
|
280,000 |
|
|
|
|
|
|
6.10 |
|
|
01/17/27 |
|
|
|
|
01/06/18 |
|
|
295,000 |
|
|
|
|
|
|
7.00 |
|
|
01/05/28 |
|
|
|
|
01/15/19 |
|
|
243,750 |
|
|
|
|
|
|
9.67 |
|
|
01/14/29 |
|
|
|
|
01/09/20 |
|
|
325,000 |
|
|
|
|
|
|
6.89 |
|
|
01/08/30 |
|
|
|
|
02/18/21 |
|
|
192,500 |
|
|
|
|
|
|
5.92 |
|
|
02/17/31 |
|
|
|
|
01/27/22 |
|
|
149,625 |
|
|
|
|
|
|
2.25 |
|
|
01/26/32 |
|
|
|
|
02/01/23 |
|
|
|
|
|
225,000 |
|
|
|
2.40 |
|
|
01/31/33 |
|
|
Geoffrey O'Brien, J.D./M.B.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Vice President |
|
12/04/14 |
|
|
15,000 |
|
|
|
|
|
|
3.24 |
|
|
12/03/24 |
|
|
|
|
01/07/15 |
|
|
105,000 |
|
|
|
|
|
|
3.09 |
|
|
01/06/25 |
|
|
|
|
01/07/16 |
|
|
30,000 |
|
|
|
|
|
|
3.91 |
|
|
01/06/26 |
|
|
|
|
01/07/16 |
|
|
115,000 |
|
|
|
|
|
|
3.91 |
|
|
01/06/26 |
|
|
|
|
01/18/17 |
|
|
200,000 |
|
|
|
|
|
|
6.10 |
|
|
01/17/27 |
|
|
|
|
01/06/18 |
|
|
205,000 |
|
|
|
|
|
|
7.00 |
|
|
01/05/28 |
|
|
|
|
01/15/19 |
|
|
165,000 |
|
|
|
|
|
|
9.67 |
|
|
01/14/29 |
|
|
|
|
01/09/20 |
|
|
99,000 |
|
|
|
|
|
|
6.89 |
|
|
01/08/30 |
|
|
|
|
02/18/21 |
|
|
99,000 |
|
|
|
|
|
|
5.92 |
|
|
02/17/31 |
|
|
|
|
01/27/22 |
|
|
76,950 |
|
|
|
|
|
|
2.25 |
|
|
01/26/32 |
|
|
|
|
02/01/23 |
|
|
|
|
|
120,000 |
|
|
|
2.40 |
|
|
01/31/33 |
|
20
Pay Versus Performance Disclosure
As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this disclosure differ from those required in the Summary Compensation Table. For our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.
|
Year |
|
Summary Compensation Table Total for PEO (1) |
|
|
Compensation Actually Paid to PEO (2) |
|
|
Average Summary
|
|
|
Average Compensation
|
|
|
Value of Initial Fixed $100 Investment Based On Total Stockholder Return (5) |
|
|
Net Loss
|
|
||||||
|
2023 |
|
$ |
1,388,309 |
|
|
$ |
1,146,211 |
|
|
$ |
846,677 |
|
|
$ |
701,141 |
|
|
$ |
28.52 |
|
|
$ |
8,572 |
|
|
2022 |
|
$ |
1,292,640 |
|
|
$ |
1,158,722 |
|
|
$ |
747,187 |
|
|
$ |
682,663 |
|
|
$ |
38.97 |
|
|
$ |
14,069 |
|
|
2021 |
|
$ |
2,758,032 |
|
|
$ |
1,411,790 |
|
|
$ |
1,449,684 |
|
|
$ |
787,878 |
|
|
$ |
50.95 |
|
|
$ |
10,134 |
|
|
Description of Amount |
2023 |
|
2022 |
|
2021 |
|
|||
|
Summary Compensation Table - Total Compensation |
$ |
1,388,309 |
|
$ |
1,292,640 |
|
$ |
2,758,032 |
|
|
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
$ |
(481,050 |
) |
$ |
(359,594 |
) |
$ |
(1,980,330 |
) |
|
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
$ |
171,028 |
|
$ |
309,418 |
|
$ |
388,230 |
|
|
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
$ |
67,924 |
|
$ |
(83,742 |
) |
$ |
245,858 |
|
|
Compensation Actually Paid |
$ |
1,146,211 |
|
$ |
1,158,722 |
|
$ |
1,411,790 |
|
|
Description of Amount |
2023 |
|
2022 |
|
2021 |
|
|||
|
Summary Compensation Table - Total Compensation |
$ |
846,677 |
|
$ |
747,187 |
|
$ |
1,449,684 |
|
|
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
$ |
(276,604 |
) |
$ |
(173,259 |
) |
$ |
(954,159 |
) |
|
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
$ |
98,341 |
|
$ |
149,084 |
|
$ |
187,056 |
|
|
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
$ |
32,727 |
|
$ |
(40,349 |
) |
$ |
105,297 |
|
|
Compensation Actually Paid |
$ |
701,141 |
|
$ |
682,663 |
|
$ |
787,878 |
|
21
Compensation Actually Paid and Total Stockholder Return
The following graph reflects the relationship between the PEO and average non-PEO NEO compensation "actually paid" (“CAP”) versus the Company's cumulative Total Shareholder Return (“TSR”), assuming an initial fixed investment of $100, for the fiscal years ended December 31, 2023, 2022 and 2021.
Compensation Actually Paid and Net Loss
The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and the Company’s net loss for the fiscal years ended December 31, 2023, 2022 and 2021.
22
2023 DIRECTOR COMPENSATION
We compensate our current non-employee directors, other than Dr. Himawan, for their service on the Board. Each current non-employee director other than Dr. Himawan receives cash compensation in the amount of $40,000 per year, paid quarterly.
A non-employee director is typically granted, upon initial appointment to the Board, a non-statutory option to purchase 20,000 shares of our Common Stock, with the size of the award generally pro-rated for the approximate number of months until the expected date of the first annual meeting of stockholders following such director’s initial appointment and which vests in equal quarterly installments over a one year period. In addition, on an annual basis, the Board generally awards to each of our non-employee directors a non-statutory option to purchase 20,000 shares of our Common Stock, which vests in equal quarterly installments over a one year period. Stock options granted to non-employee directors have a per share exercise price equal to 100% of the fair market value of the underlying shares on the date of grant. We reimburse our directors for reasonable expenses incurred in connection with attendance at Board and committee meetings.
In 2023, Ms. Lemerond was granted a non-statutory to purchase 18,333 shares of our Company Stock upon her initial appointment to the Board. The Board also granted to each of Ms. Beaver and Mr. Nagao annual grants consisting of a non-statutory option to purchase 20,000 shares of our Common Stock. The options granted to Mses. Lemerond and Beaver and Mr. Nagao are subject to vesting in equal quarterly installments over a one year period.
The following table sets forth compensation information with respect to all of our non-employee directors who served during any part of the fiscal year ended December 31, 2023.
|
Name |
|
Fees Earned or Paid in Cash ($) |
|
|
Option Awards (1) (2) ($) |
|
|
Total |
|
|||
|
Jeff Himawan, Ph.D. (3) (4) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
Carolyn Beaver |
|
$ |
40,000 |
|
|
$ |
29,225 |
|
|
$ |
69,225 |
|
|
Nicole Lemerond (5) |
|
$ |
16,667 |
|
|
$ |
29,496 |
|
|
$ |
46,163 |
|
|
Hideki Nagao |
|
$ |
40,000 |
|
|
$ |
29,225 |
|
|
$ |
69,225 |
|
23
Securities Authorized For Issuance Under Equity Compensation Plans
We have two equity compensation plans under which shares of our Common Stock are authorized for issuance to eligible employees, directors, and consultants: (i) our 2013 Equity Incentive Plan (the “2013 Plan”) and (ii) our 2023 Equity Incentive Plan (the "2023 Plan"). The following table provides certain information with respect to each of our equity compensation plans in effect as of December 31, 2023:
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights |
|
|
Weighted-Average Exercise Price of Outstanding Options and Rights |
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
|
|||
|
Plan Category |
|
(a) |
|
|
(b) |
|
|
(c) |
|
|||
|
Equity compensation plans approved by stockholders |
|
|
7,781,749 |
|
|
$ |
5.52 |
|
|
|
2,152,818 |
|
|
Equity compensation plans not approved by stockholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total |
|
|
7,781,749 |
|
|
$ |
5.52 |
|
|
|
2,152,818 |
|
Our Board of Directors approved the 2023 Plan in April 2023, and it was subsequently approved by our stockholders.
The 2023 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. As of December 31, 2023, options to purchase 58,333 shares of our Common Stock were outstanding under the 2023 Plan.
Our Board of Directors and stockholders approved the 2013 Plan. No further awards were granted under the 2013 Plan following stockholder approval of our 2023 Plan. Options outstanding under the 2013 Plan will continue to be governed by their existing terms. As of December 31, 2023, options to purchase 7,723,416 shares of our Common Stock were outstanding under the 2013 Plan.
24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 17, 2024 (the "Record Date") as to shares of Common Stock beneficially owned by: (i) each person who is known by us to own beneficially more than 5% of the Common Stock; (ii) each of our directors and nominees; (iii) each of our Named Executive Officers named under the “Summary Compensation Table”; and (iv) all of our current directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The table below is based upon information supplied by officers, directors and principal stockholders, information obtained from our records, and Schedules 13G and 13D filed with the SEC.
The percentage of Common Stock beneficially owned is based on 49,046,246 shares outstanding as of April 17, 2024. In addition, shares of Common Stock issuable pursuant to the exercise of stock options and warrants which may be exercised within 60 days of April 17, 2024 are deemed to be issued and outstanding and have been treated as outstanding in calculating the percentage ownership of those individuals possessing such interest, as applicable, but they are not treated as outstanding in calculating the percentage ownership for any individual other than the holder thereof.
Beneficial Ownership Table
|
Name and Address of Beneficial Owner (1) |
|
Number of Shares of Common Stock Beneficially Owned |
|
|
Percentage of Common Stock Beneficially Owned |
|
|
5% Stockholders: |
|
|
|
|
|
|
|
3D Investment Partners Pte. Ltd. (2) |
|
|
5,502,047 |
|
|
11.2% |
|
Directors and Named Executive Officers: |
|
|
|
|
|
|
|
Yuichi Iwaki, M.D., Ph.D. (3) |
|
|
4,357,058 |
|
|
8.3% |
|
Hideki Nagao (4) |
|
|
150,000 |
|
|
* |
|
Kazuko Matsuda (5) |
|
|
2,481,371 |
|
|
4.8% |
|
Geoffrey O’Brien (6) |
|
|
1,242,268 |
|
|
2.5% |
|
Carolyn Beaver (7) |
|
|
70,000 |
|
|
* |
|
Nicole Lemerond (8) |
|
|
13,333 |
|
|
* |
|
All directors and executive officers as a group (6 persons) (9) |
|
|
8,300,697 |
|
|
14.9% |
* Amount represents less than 1% of the outstanding shares of our Common Stock.
25
26
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of MediciNova under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The Audit Committee operates under a written charter adopted by the Board. A copy of the Audit Committee Charter is available on our web site at www.medicinova.com. The members of the Audit Committee are Carolyn Beaver (Chair), Nicole Lemerond and Hideki Nagao, each of whom meets the independence standards of the NASDAQ Marketplace Rules and the rules and regulations of the SEC.
The Audit Committee oversees our financial reporting process on behalf of the Board and is responsible for providing independent, objective oversight of our accounting, auditing, financial reporting, internal control and legal compliance functions. It is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for our financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible in its report for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.
The Audit Committee has reviewed and discussed our audited financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2023 with our management and its independent registered public accounting firm. The Audit Committee met privately with the independent registered public accounting firm and discussed issues deemed significant by such firm, including those matters required by PCAOB Auditing Standard No. 1301, Communications with Audit Committees. In addition, the Audit Committee has received the written disclosures from our independent registered public accounting firm required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence and discussed with such firm its independence from us. BDO advised the Audit Committee that BDO was and continues to be independent accountants with respect to the Company.
Based on the reviews and discussions outlined above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission.
|
|
|
Audit Committee |
|
|
|
Carolyn Beaver (Chair) |
|
Nicole Lemerond |
|
Hideki Nagao |
27
OTHER MATTERS
We know of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, our directors, executive officers and beneficial holders of more than 10% of our Common Stock are required to report their initial ownership of the Common Stock and any subsequent change in that ownership to the SEC. Specific due dates for these reports have been established, and we are required to identify those persons who failed to timely file these reports. To our knowledge, based solely on a review of such reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable to our officers, directors and 10% stockholders were satisfied.
STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING
Any of our stockholders may propose business to be brought before our 2025 Annual Meeting of Stockholders.
Requirements for stockholder proposals to be considered for inclusion in our proxy materials - Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our 2025 annual meeting of stockholders by submitted their proposals in writing to our Secretary at our principal executive offices in a timely manner. In order to be included in the proxy statement for the 2025 annual meeting, stockholder proposals must be received by our Secretary no later than December 27, 2024 (120 days before the one-year anniversary of the date on which we first mailed our proxy materials for the 2024 Annual Meeting) and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Requirements for stockholder proposals to be brought before the 2025 annual meeting of stockholders - In addition, if a stockholder wishes to submit a proposal to be presented at the 2024 annual meeting of stockholders, but which will not be included in the Company’s proxy materials, including to nominate a director, the stockholder must give timely notice in writing to our Secretary at our principal executive officers and otherwise complies with the provisions of our Bylaws. To be timely, our Bylaws provide that we must have received the stockholder’s notice no earlier than December 27, 2024 and no later than January 27, 2025. If the date of the 2025 Annual Meeting of Stockholders is changed by more than 30 days from the date contemplated at the time of this Proxy Statement, we must receive the stockholder’s notice not later than the close of business on the later of (i) the 90th day prior to such Annual Meeting and (ii) the seventh day following the day on which public announcement of the date of such meeting is first made. Further, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 14, 2025. Proposals that are not received in a timely manner will not be voted on at the 2025 annual meeting of stockholders. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC.
You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. Stockholders may request a free copy of our Bylaws from contacting our Secretary at 4275 Executive Square, Suite 300, La Jolla, California 92037.
Recommendation of director candidates — Stockholders may recommend candidates to our Board for consideration by our Nominating and Corporate Governance Committee by following the procedures set forth above in the section titled “Nominations for Directors.”
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries ( e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
28
A number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. We undertake to deliver promptly upon written or oral request a separate set of the proxy materials to any stockholder no longer wishing to participate in “householding.” If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Proxy Statement and Annual Report, please notify your broker, and direct a written request to us at MediciNova, Inc., 4275 Executive Square, Suite 300, La Jolla, California 92037, or contact us via telephone at (858) 373-1500. We will provide a separate copy of this Proxy Statement and the Annual Report to any stockholder at a shared address to which a single copy was delivered. Stockholders who currently receive multiple copies of the Proxy Statement and/or Annual Report at their address and would like to request “householding” of their communications should contact their broker.
29
ANNUAL REPORT ON FORM 10-K
We are making our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 available to stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or around April 26, 2024, we intend to mail to our stockholders (i) a copy of this proxy statement, a proxy card and our Annual Report or (ii) a notice (the "Notice") containing instructions on how to access and review our Annual Report.
The Company filed an Annual Report on Form 10-K for the year ended December 31, 2023 with the SEC on February 15, 2024. Any person who was a beneficial owner of our Common Stock on the Record Date may request a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including financial statements, but not including exhibits, and it will be furnished without charge upon receipt of a written request. Any such request should be addressed to us at MediciNova, Inc., 4275 Executive Square, Suite 300, La Jolla, California 92037, Attention: Investor Relations. The request must include a representation by the stockholder that, as of April 17, 2024, the stockholder was entitled to vote at the Annual Meeting. Additionally, our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is on file with the SEC and may be accessed electronically at the SEC’s website at www.sec.gov or at the Investor Relations-SEC Filings section of our website at www.medicinova.com.
**********
Whether or not you intend to be present at the Annual Meeting, we urge you to vote promptly.
|
|
||||||||
|
|
||||||||
|
|
||||||||
|
By Order of the Board of Directors |
||||||||
|
|
||||||||
|
Yuichi Iwaki, M.D., Ph.D. |
||||||||
|
President, Chief Executive Officer and Director |
||||||||
|
|
|
|
|
|
|
|
|
|
|
1. To elect the director named below to serve as Class I director until the annual meeting of stockholders to be held in 2026 and until his successor is duly elected and qualified |
|
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
NOMINEE: |
|
|
|
|
|
|
|
|
|
Yuichi Iwaki, M.D., Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kazuko Matsuda, M.D., Ph.D., MPH |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
2. To ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
3. Such other business as may properly come before the Annual Meeting or any adjournment thereof. |
|
|
|
|||||
|
This Proxy, when properly executed, will be voted as directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted “FOR” the nominee in Proposal 1 and “FOR” Proposal 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
This Proxy Card is valid only when signed and dated. |
||||||||
|
To change the address on your account, please check the box at the right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
|
|
||||||
|
|
|
|
|
|
|
|
|
Signature of Stockholder |
|
Date |
|
Signature of Stockholder |
|
Date |
|
|
||||||
|
Note: Please sign exactly as your names appears on this Proxy Card. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
||||||