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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-33185

 

MEDICINOVA, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

33-0927979

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

4275 Executive Square, Suite 300

La Jolla, CA

 

92037

(Address of Principal Executive Offices)

 

(Zip Code)

 

(858) 373-1500

(Registrant’s Telephone Number, Including Area Code)

 

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

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.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of May 7, 2024, the registrant had 49,046,246 shares of Common Stock ($0.001 par value) outstanding.

 

 

 


 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q, in particular "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," and the information incorporated by reference herein contains “forward-looking statements”. The forward-looking statements are contained principally in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but are also contained elsewhere in this report. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect," "could," "plan," "potential," "predict," "seek," "should," "would" or the negative version of these words and similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in "Risk Factors" and elsewhere in this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this report. Considering the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

Inability to raise additional capital if needed;
Inability to generate revenues from product sales to continue business operations;
Inability to develop and commercialize our product candidates;
Failure or delay in completing clinical trials or obtaining Food and Drug Administration or foreign regulatory approval for our product candidates in a timely manner;
Unsuccessful clinical trials stemming from clinical trial designs, failure to enroll a sufficient number of patients, undesirable side effects and other safety concerns;
Inability to demonstrate sufficient efficacy of product candidates;
Reliance on the success of our MN-166 (ibudilast) and MN-001 (tipelukast) product candidates;
Delays in commencement or completion of clinical trials or suspension or termination of clinical trials;
Loss of our licensed rights to develop and commercialize a product candidate as a result of the termination of the underlying licensing agreement;
Competitors may develop products rendering our product candidates obsolete and noncompetitive;
The widespread outbreak of an illness or any other communicable disease, such as COVID-19, which has led to lead key employees becoming ill for a period of time;
Inability to successfully attract partners and enter into collaborations on acceptable terms;
Dependence on third parties to conduct clinical trials and to manufacture product candidates;
Dependence on third parties to market and distribute products;
Our product candidates, if approved, may not gain market acceptance or obtain adequate coverage for third party reimbursement;
Disputes or other developments concerning our intellectual property rights;
Actual and anticipated fluctuations in our quarterly or annual operating results;
Price and volume fluctuations in the overall stock markets;
Litigation or public concern about the safety of our potential products;
International trade or foreign exchange restrictions, increased tariffs, foreign currency exchange;
High quality material for our products may become difficult to obtain or expensive;
Strict government regulations on our business;

2


 

Regulations governing the production or marketing of our product candidates;
Loss of, or inability to attract, key personnel; and
Economic, political, foreign exchange and other risks associated with international operations.

 

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “MediciNova,” “we,” “us” and “our” refer to MediciNova, Inc.

3


 

MEDICINOVA, INC.

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

5

 

 

ITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

5

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

17

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

21

ITEM 4.

CONTROLS AND PROCEDURES

21

 

PART II. OTHER INFORMATION

22

 

ITEM 1.

LEGAL PROCEEDINGS

22

ITEM 1A.

RISK FACTORS

22

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

22

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

22

ITEM 4.

MINE SAFETY DISCLOSURES

22

ITEM 5.

OTHER INFORMATION

22

ITEM 6.

EXHIBITS

23

 

SIGNATURES

24

 

4


 

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

 

 

MEDICINOVA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

47,138,799

 

 

$

50,999,442

 

Prepaid expenses and other current assets

 

 

724,796

 

 

 

174,938

 

Total current assets

 

 

47,863,595

 

 

 

51,174,380

 

Goodwill

 

 

9,600,240

 

 

 

9,600,240

 

In-process research and development

 

 

4,800,000

 

 

 

4,800,000

 

Property and equipment, net

 

 

40,384

 

 

 

45,800

 

Right-of-use asset

 

 

519,307

 

 

 

575,406

 

Other non-current assets

 

 

70,391

 

 

 

74,151

 

Total assets

 

$

62,893,917

 

 

$

66,269,977

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

804,764

 

 

$

1,003,937

 

Accrued liabilities and other current liabilities

 

 

1,487,845

 

 

 

2,059,238

 

Operating lease liability

 

 

217,887

 

 

 

215,926

 

Total current liabilities

 

 

2,510,496

 

 

 

3,279,101

 

Deferred tax liability

 

 

201,792

 

 

 

201,792

 

Other non-current liabilities

 

 

351,185

 

 

 

410,660

 

Total liabilities

 

 

3,063,473

 

 

 

3,891,553

 

Commitments and contingencies (Note 4)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.001 par value; 100,000,000 shares authorized at
   March 31, 2024 and December 31, 2023;
49,046,246 and 49,046,246
   shares issued and outstanding at March 31, 2024 and December
   31, 2023, respectively

 

 

49,046

 

 

 

49,046

 

Additional paid-in capital

 

 

478,364,591

 

 

 

478,149,161

 

Accumulated other comprehensive loss

 

 

(126,982

)

 

 

(118,090

)

Accumulated deficit

 

 

(418,456,211

)

 

 

(415,701,693

)

Total stockholders’ equity

 

 

59,830,444

 

 

 

62,378,424

 

Total liabilities and stockholders' equity

 

$

62,893,917

 

 

$

66,269,977

 

 

See accompanying notes.

5


 

MEDICINOVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

 

 

Three months ended

 

 

 

 

March 31,

 

 

 

 

2024

 

 

2023

 

 

Operating expenses:

 

 

 

 

 

 

 

Research, development and patents

 

$

1,781,869

 

 

$

1,476,676

 

 

General and administrative

 

 

1,354,124

 

 

 

1,486,567

 

 

Total operating expenses

 

 

3,135,993

 

 

 

2,963,243

 

 

Operating loss

 

 

(3,135,993

)

 

 

(2,963,243

)

 

Interest income

 

 

397,510

 

 

 

509,046

 

 

Other expense

 

 

(16,035

)

 

 

(463,307

)

 

Net loss

 

$

(2,754,518

)

 

$

(2,917,504

)

 

Basic and diluted net loss per common share

 

$

(0.06

)

 

$

(0.06

)

 

Shares used to compute basic and diluted net loss per common share

 

 

49,046,246

 

 

 

49,046,246

 

 

Net loss

 

$

(2,754,518

)

 

$

(2,917,504

)

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(8,892

)

 

 

(1,542

)

 

Comprehensive loss

 

$

(2,763,410

)

 

$

(2,919,046

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

6


 

MEDICINOVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

 

 

Three Months Ended March 31, 2024

 

 

 

Common stock

 

 

Additional
paid-in

 

 

Accumulated
other
comprehensive

 

 

Accumulated

 

 

Total
stockholders’

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

loss

 

 

deficit

 

 

equity

 

Balance at December 31, 2023

 

 

49,046,246

 

 

$

49,046

 

 

$

478,149,161

 

 

$

(118,090

)

 

$

(415,701,693

)

 

$

62,378,424

 

Share-based compensation

 

 

 

 

 

 

215,430

 

 

 

 

 

 

 

215,430

 

Net loss

 

 

 

 

 

 

 

 

 

 

(2,754,518

)

 

 

(2,754,518

)

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

(8,892

)

 

 

 

 

(8,892

)

Balance at March 31, 2024

 

 

49,046,246

 

 

$

49,046

 

 

$

478,364,591

 

 

$

(126,982

)

 

$

(418,456,211

)

 

$

59,830,444

 

 

 

 

 

 

Three Months Ended March 31, 2023

 

 

 

Common stock

 

 

Additional
paid-in

 

 

Accumulated
other
comprehensive

 

 

Accumulated

 

 

Total
stockholders’

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

loss

 

 

deficit

 

 

equity

 

Balance at December 31, 2022

 

 

49,046,246

 

 

$

49,046

 

 

$

477,438,451

 

 

$

(115,285

)

 

$

(407,130,177

)

 

$

70,242,035

 

Share-based compensation

 

 

 

 

 

 

403,263

 

 

 

 

 

 

 

403,263

 

Net loss

 

 

 

 

 

 

 

 

 

 

(2,917,504

)

 

 

(2,917,504

)

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

(1,542

)

 

 

 

 

(1,542

)

Balance at March 31, 2023

 

 

49,046,246

 

 

$

49,046

 

 

$

477,841,714

 

 

$

(116,827

)

 

$

(410,047,681

)

 

$

67,726,252

 

 

See accompanying notes.

7


 

MEDICINOVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Three months ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Operating activities:

 

 

 

 

 

 

Net loss

 

$

(2,754,518

)

 

$

(2,917,504

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Non-cash stock-based compensation

 

 

215,430

 

 

 

403,263

 

Depreciation and amortization

 

 

5,350

 

 

 

4,105

 

Loss on disposal of investments

 

 

 

 

 

102,513

 

Change in carrying amount of right-of-use asset

 

 

49,392

 

 

 

49,519

 

Changes in assets and liabilities:

 

 

 

 

 

 

Prepaid expenses and other assets

 

 

(551,750

)

 

 

(310,908

)

Accounts payable, accrued liabilities and other liabilities

 

 

(781,345

)

 

 

(459,248

)

Operating lease liabilities

 

 

(50,807

)

 

 

(49,153

)

Net cash used in operating activities

 

 

(3,868,248

)

 

 

(3,177,413

)

Investing activities:

 

 

 

 

 

 

Proceeds from disposal of investments

 

 

 

 

 

39,929,015

 

Net cash provided by investing activities

 

 

 

 

 

39,929,015

 

Effect of exchange rate changes on cash and cash equivalents

 

 

7,605

 

 

 

2,273

 

Net change in cash and cash equivalents

 

 

(3,860,643

)

 

 

36,753,875

 

Cash and cash equivalents, beginning of period

 

 

50,999,442

 

 

 

18,505,493

 

Cash and cash equivalents, end of period

 

$

47,138,799

 

 

$

55,259,368

 

 

See accompanying notes.

 

8


 

MEDICINOVA, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

 

 

1. Interim Financial Information

Organization and Business

MediciNova, Inc. (the Company or MediciNova) was incorporated in the state of Delaware in September 2000. The Company’s common stock is listed in both the United States and Japan and trades on the Nasdaq Global Market and the Standard Market of the Tokyo Stock Exchange. The Company is a biopharmaceutical company focused on developing novel therapeutics for the treatment of serious diseases with unmet medical needs with a commercial focus on the United States market. The Company’s current strategy is to focus its development activities on MN-166 (ibudilast) for neurological and other disorders such as progressive multiple sclerosis (MS), amyotrophic lateral sclerosis (ALS), chemotherapy-induced peripheral neuropathy, degenerative cervical myelopathy, glioblastoma, substance dependence and addiction (e.g., methamphetamine dependence, opioid dependence, and alcohol dependence), prevention of acute respiratory distress syndrome (ARDS), and Long COVID, and MN-001 (tipelukast) for fibrotic and other diseases such as nonalcoholic fatty liver disease (NAFLD) and idiopathic pulmonary fibrosis (IPF). The Company’s pipeline also includes MN-221 (bedoradrine) for the treatment of acute exacerbation of asthma and MN-029 (denibulin) for solid tumor cancers.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions of the Securities and Exchange Commission (SEC) on Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of MediciNova, Inc. and its wholly owned subsidiaries, MediciNova Japan, Inc., MediciNova (Europe) Limited, MediciNova Europe GmbH and Avigen Inc. The financial statements of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. The resulting translation adjustments are recorded as a component of other comprehensive income or loss. Intercompany transaction gains or losses at each period end are included as translation adjustments and recorded within other comprehensive income or loss. All intercompany transactions and balances are eliminated in consolidation.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company operates in a single operating segment – the acquisition and development of small molecule therapeutics for the treatment of serious diseases with unmet medical needs.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and other highly liquid investments including money market and mutual fund accounts, with original maturities of three months or less from the date of purchase.

 

9


 

Investments

Investments purchased with an original maturity of greater than three months are classified as investments. Investments are stated at fair value and are classified as current or non-current based on the nature of the securities as well as their stated maturities.

Research, Development and Patents

Research and development costs are expensed in the period incurred. Research and development costs primarily consist of salaries and related expenses for personnel, facilities and depreciation, research and development supplies, licenses and outside services. Such research and development costs totaled $1.7 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively.

 

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. The Company includes all external costs related to the filing of patents in Research, Development and Patents expenses. Such patent-related expenses totaled $0.1 million for the three months ended March 31, 2024 and 2023, respectively.

 

For transactions with a government where the Company receives government assistance in performing research and development activities and the accounting for a transaction is not specified within the scope of authoritative GAAP, the Company follows ASC 832, Government Assistance (Topic 832), applying a grant or contribution model by analogy to Subtopic 958-605, Not-for-Profit Entities-Revenue Recognition (ASC 958-605).

Clinical Trial Accruals and Prepaid Expenses

Costs for preclinical studies, clinical studies and manufacturing activities are recognized as research and development expenses based on an evaluation of the progress by Company vendors towards completion of specific tasks, using data such as patient enrollment, clinical site activations or information provided to the Company by such vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of studies, or the services completed. The Company’s estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid expense and amortized over the service period as the services are provided.

Leases

The Company determines if an arrangement is a lease at inception and if so, determines whether the lease qualifies as an operating or finance lease. The Company does not recognize right-of-use assets and lease liabilities for leases with a term of 12 months or less and does not separate non-lease components from lease components. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would expect to pay to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

 

10


 

 

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded features that could be recognized separately from the host contract. Consequently, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 also requires use of the if-converted method in the diluted earnings per share calculation for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for smaller reporting companies, with early adoption permitted. The new standard was effective for the Company on January 1, 2024. There was no impact on the consolidated financial statements upon adoption of this standard on January 1, 2024.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. Specifically, it requires that a public entity: 1) disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, 2) disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss, 3) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, and 4) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU also requires a public entity that has a single reportable segment to provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. Further, the ASU clarifies that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures. However, at least one of the reported segment profit or loss measures should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. The amendments are effective for all public entities that are required to report segment information for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented. The Company is currently evaluating the potential impact that this standard will have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures. Specifically, it requires that a public business entity: 1) disclose, on an annual basis, an income tax rate reconciliation in a tabular form, disclosing specific categories and providing additional information for reconciling items that meet a quantitative threshold, 2) disclose on an annual basis the following information about income taxes paid: i) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, ii) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received), 3) all entities are required to disclose: i) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and ii) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this ASU should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the potential impact that this standard will have on its consolidated financial statements and related disclosures.

2. Revenue Recognition

Revenue Recognition Policy

Revenues historically have consisted mainly of research and development services performed under a contract with a customer. The Company evaluates the separate performance obligation(s) under each contract, allocates the transaction price to each performance obligation considering the estimated stand-alone selling prices of the services and recognizes revenue upon the satisfaction of such obligations at a point in time or over time dependent on the satisfaction of one of the following criteria: (1) the customer simultaneously receives and consumes the economic benefits provided by the vendor’s performance (2) the vendor creates or enhances an asset controlled by the customer (3) the vendor’s performance does not create an asset for which the vendor has an alternative use, and (4) the vendor has an enforceable right to payment for performance completed to date.

11


 

3. Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1:

Observable inputs such as quoted prices in active markets;

 

 

Level 2:

Inputs are quoted prices for similar items in active markets or quoted prices for identical or similar items in markets that are not active near the measurement date; and

 

 

Level 3:

Unobservable inputs due to little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amount and approximate fair value of financial instruments as of March 31, 2024 and December 31, 2023, were as follows:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

 

 

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

 

Valuation Inputs

 Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Mutual funds

 

$

792,627

 

 

$

792,627

 

 

$

782,382

 

 

$

782,382

 

 

Level 1

4. Commitments and Contingencies

Lease Commitments

The Company has operating leases primarily for real estate in the United States and Japan. The United States lease is for the Company’s headquarters in San Diego and has a term of five years ending January 31, 2027, with annual escalations. The Company’s lease in Tokyo, Japan has a term of two years ending May 2025 with an auto-renewal, two-year extension. The real estate operating leases are included in "Right-of-use asset” on the Company's balance sheets and represents the Company’s right to use the underlying assets for the lease term. The Company’s obligation to make lease payments are included in "Operating lease liability" and "Other non-current liabilities" on the Company's balance sheets.

12


 

Information related to the Company’s right-of-use assets and related lease liabilities are as follows:

 

 

Three months ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Cash paid for operating lease liabilities

 

$

64,594

 

 

$

64,990

 

Operating lease costs

 

 

63,179

 

 

 

65,634

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Current operating lease liabilities

 

$

217,887

 

 

$

215,926

 

Non-current operating lease liabilities

 

 

351,185

 

 

 

410,660

 

Total operating lease liabilities

 

$

569,072

 

 

$

626,586

 

Weighted-average remaining lease term (in years)

 

 

2.60

 

 

 

2.81

 

Weighted-average discount rate

 

 

9.3

%

 

 

9.3

%

 

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

 

 

 

 

 

2024 (remaining nine months)

 

 

 

$

195,887

 

2025

 

 

 

 

227,299

 

2026

 

 

 

 

206,483

 

2027

 

 

 

 

17,269

 

2028

 

 

 

 

 

Thereafter

 

 

 

 

 

Total minimum payments

 

 

 

 

646,938

 

Less imputed interest

 

 

 

 

(77,866

)

Total lease liabilities

 

 

 

$

569,072

 

Product Liability

The Company’s business exposes it to liability risks from its potential drug products. A successful product liability claim or series of claims brought against the Company could result in the payment of significant amounts of money and divert management’s attention from running the business. The Company may not be able to maintain insurance on acceptable terms, or the insurance may not provide adequate protection in the case of a product liability claim. To the extent that product liability insurance, if available, does not cover potential claims, the Company would be required to self-insure the risks associated with such claims. The Company believes it carries reasonably adequate insurance for product liability.

License and Research Agreements

The Company has entered into in-licensing agreements with various pharmaceutical companies. Under the terms of these agreements, the Company has received licenses to research, know-how and technology claimed in specified patents or patent applications. Under these license agreements, the Company is generally required to make upfront payments and additional payments upon the achievement of milestones and/or royalties on future sales of products until the later of the expiration of the applicable patent or the applicable last date of market exclusivity after the first commercial sale, on a country-by-country basis.

No milestone payments have been made under these agreements during the three months ended March 31, 2024 and 2023. For products currently in development, future potential milestone payments based on product development of MN-166 (ibudilast) and MN-001 (tipelukast) are $10 million as of March 31, 2024. For all other products, future potential milestone payments related to development milestones and commercialization milestones totaled $16.5 million as of March 31, 2024. There are no minimum royalties required under any of the license agreements. The Company is unable to estimate with certainty the timing on when these milestone payments will occur as these payments are dependent upon the progress of the Company’s product development programs.

Legal Proceedings

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company is not aware of any such proceedings or claims that it believes will have, individually or in aggregate, a material adverse effect on its business, financial condition or results of operations.

13


 

5. Stock-based Compensation

Stock Incentive Plans

In June 2013, the Company adopted the 2013 Equity Incentive Plan, or 2013 Plan, under which the Company granted equity-based awards, including stock options, stock appreciation rights, restricted stock, and restricted stock units to individuals who were then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. A total of 8,700,000 shares of common stock were reserved for issuance under the 2013 Plan. In addition, “returning shares” that may become available from time to time were added back to the plan. “Returning shares” included shares that were subject to outstanding awards granted under the Company's prior 2004 Equity Incentive Plan that expired or terminated prior to exercise or settlement, were forfeited because of the failure to vest, were repurchased, or were withheld to satisfy tax withholding or purchase price obligations in connection with such awards. Although the Company no longer grants equity awards under the 2013 Plan, all outstanding stock awards granted under the 2013 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the 2013 Plan.

In June 2023, the Company adopted the 2023 Equity Incentive Plan (2023 Plan) under which the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. The 2023 Plan is the successor to the 2013 Plan. The number of shares of common stock that may be issued under the 2023 Plan is equal to the sum of (a) shares subject to awards granted under the 2013 Plan that were outstanding upon expiration of the 2013 Plan and are subsequently forfeited, expire or lapse unexercised or unsettled and shares issued pursuant to awards granted under the 2013 Plan that were outstanding upon expiration of the 2013 Plan and are subsequently forfeited to or reacquired by the Company and (b) shares reserved under the 2013 Plan that were not issued or subject to outstanding awards under the 2013 Plan upon expiration of the 2013 Plan. While a maximum of 9,934,567 shares may become available for issuance under the 2023 Plan from the 2013 Plan, since this figure assumes that all awards outstanding under the 2013 Plan upon expiration of the 2013 Plan will be forfeited, the Company expects the actual number of shares added to the 2023 Plan to be less. In general, to the extent that awards under the 2023 Plan are forfeited, cancelled or expire for any reason before being exercised or settled in full, the shares subject to such awards will again become available for issuance under the 2023 Plan. If stock appreciation rights are exercised or restricted stock units are settled, then only the number of shares (if any) actually issued to the participant will reduce the number of shares available under the 2023 Plan. If restricted shares or shares issued upon exercise of options are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such shares shall again become available for issuance under the 2023 Plan. Shares withheld to pay the exercise price of options or satisfy tax withholding obligations related to an award shall again become available for issuance under the 2023 Plan. Further, to the extent an award is settled in cash rather than shares, the cash settlement shall not reduce the number of shares available for issuance under the 2023 Plan.

As of March 31, 2024, 1,355,923 shares remain available for future grants under the 2023 Plan.

Certain of the employee stock options granted contain performance conditions, the vesting of which is based on a determination made by the compensation committee followed by an approval of the board of directors as to the achievement of certain corporate objectives at the end of the performance period. The grant date of such awards is the date on which the board of directors makes its determination. For periods preceding the grant date, the expense related to these awards is measured based on their fair value at each reporting date. The estimated fair value of the performance awards granted and the resulting expense is based upon a certain level of achievement of the corporate objectives and other assumptions in determining fair value. The amount of expense ultimately recognized upon the grant date at completion of the performance period could change from the estimate as a result of various factors, including the level of achievement of the corporate objectives, changes in the assumptions used in the Black-Scholes model in determining fair value or fluctuations in the Company’s stock price during the performance period. As of March 31, 2024, there were a total of 1,016,000 shares underlying performance options that were subject to vesting based on achievement of corporate objectives for 2024.

Stock Options

Options granted under the 2023 Plan and the 2013 Plan have terms of ten years from the date of grant unless earlier terminated and generally vest over a one or four year period. The exercise price of all options granted through March 31, 2024 and 2023, was equal to the fair market value of the Company’s common stock on the date of grant.

14


 

A summary of stock option activity and related information as of March 31, 2024 is as follows:

 

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price

 

 

 Outstanding at December 31, 2023

 

 

7,781,749

 

 

$

5.52

 

 

 Granted

 

 

1,016,000

 

 

 

1.52

 

 

 Exercised

 

 

 

 

 

 

 

 Cancelled

 

 

(219,105

)

 

 

2.40

 

 

 Outstanding at March 31, 2024

 

 

8,578,644

 

 

$

5.34

 

 

 Exercisable at March 31, 2024

 

 

7,538,477

 

 

$

5.62

 

 

Compensation Expense

Stock-based compensation expense for stock option awards are reflected in total operating expenses for each respective period.

The following table summarizes stock-based compensation expense for the three months ended March 31, 2024 and 2023, respectively:

 

 

 

Three months ended

 

 

 

 

March 31,

 

 

 

 

2024

 

 

2023

 

 

Research, development and patents

 

$

81,669

 

 

$

141,118

 

 

General and administrative

 

 

133,761

 

 

 

262,145

 

 

Total stock-based compensation expense

 

$

215,430

 

 

$

403,263

 

 

 

The Company uses the Black-Scholes valuation model for determining the estimated fair value for stock-based awards granted to employees and considers management’s current expectations of the achievement of the performance objectives for the year. The following table provides the assumptions used in the Black-Scholes valuation model used to estimate the fair value of options granted during the three months ended March 31, 2024 and 2023, and to estimate the fair value of performance-based stock options as of March 31, 2024 and 2023.

 

 

 

Three months ended March 31,

 

 

2024

 

2023

Stock Options

 

 

 

 

Risk-free interest rate

 

4.21%

 

3.60%

Expected volatility of common stock

 

74.05%

 

77.96%

Dividend yield

 

0.00%

 

0.00%

Expected term (in years)

 

5.30

 

5.38

 

As of March 31, 2024, there was $0.8 million of unamortized compensation cost related to unvested stock option awards which is expected to be recognized over a remaining weighted-average vesting period of 0.77 years, on a straight-line basis. Such compensation cost will ultimately be adjusted based upon actual performance compared to the corporate objectives as described above.

The weighted-average fair value of each stock option granted during the three months ended March 31, 2024 and 2023, estimated as of the grant date using the Black-Scholes option valuation model, was $1.00 and $1.60 per option, respectively.

6. Stockholders’ Equity

At-The-Market Issuance Sales Agreements and Private Placement Transactions

On August 23, 2019, the Company entered into an at the market issuance sales agreement, which was amended on August 26, 2022 (as amended, the ATM Agreement) with B. Riley FBR, Inc. (B. Riley FBR) pursuant to which the Company may sell common stock through B. Riley FBR from time to time up to an aggregate offering price of $75.0 million. Sales of the Company’s common stock through B. Riley FBR, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on Nasdaq, on any other existing trading market for the common stock or through a market maker. B. Riley FBR may also sell the common stock in privately negotiated transactions, subject to the Company’s prior approval. The Company agreed to pay B. Riley FBR an aggregate commission rate of up to 3.5% of the gross proceeds of any common stock sold under this agreement. Proceeds from sales of common stock will depend on the number of shares of common stock sold to B. Riley FBR and the per share purchase price of each transaction.

15


 

 

No shares of common stock were sold under the ATM Agreement in the three months ended March 31, 2024 and 2023, respectively.

7. Net Loss Per Share

The Company computes basic net loss per share using the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and potentially dilutive securities (common share equivalents) outstanding during the period. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option agreements. Common share equivalents are excluded from the diluted net loss per share calculation if their effect is anti-dilutive.

Potentially dilutive outstanding stock options excluded from diluted net loss per common share due to their anti-dilutive effect totaled 8,578,644 shares for the three months ended March 31, 2024 and 8,688,916 shares for the three months ended March 31, 2023.

16


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended December 31, 2023 included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (SEC) on February 15, 2024 (Annual Report on Form 10-K). Past operating results are not necessarily indicative of results that may occur in future periods.

This Quarterly Report on Form 10-Q contains forward-looking statements that are subject to risks and uncertainties, many of which are beyond our control. Our actual results may differ from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part II of this Quarterly Report on Form 10-Q under the caption “Item 1A. Risk Factors” and under the caption “Item 1A. Risk Factors” in our Annual Report on Form 10-K. The differences may be material. Forward-looking statements discuss matters that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding our plans, strategies, objectives, product development programs, clinical trials, industry, financial condition, liquidity and capital resources, future performance and other statements that are not historical facts. Such forward-looking statements include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not rely unduly on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Overview

We are a biopharmaceutical company focused on developing novel therapeutics for the treatment of serious diseases with unmet medical needs and a commercial focus on the United States market. Our current strategy is to focus our development activities on MN-166 (ibudilast) for neurological and other disorders such as progressive multiple sclerosis (MS), amyotrophic lateral sclerosis (ALS), chemotherapy-induced peripheral neuropathy, degenerative cervical myelopathy, glioblastoma, substance dependence and addiction (e.g., methamphetamine dependence, opioid dependence, and alcohol dependence), prevention of acute respiratory distress syndrome (ARDS), and Long COVID, and MN-001 (tipelukast) for fibrotic and other diseases such as nonalcoholic fatty liver disease (NAFLD) and idiopathic pulmonary fibrosis (IPF). Our pipeline also includes MN-221 (bedoradrine) for the treatment of acute exacerbation of asthma and MN-029 (denibulin) for solid tumor cancers. We were incorporated in Delaware in September 2000.

We have incurred significant net losses since our inception. As of March 31, 2024, from inception, our accumulated deficit was $418.5 million. We expect to incur substantial net losses for the next several years as we continue to develop certain of our existing product development programs, and over the long-term if we expand our research and development programs and acquire or in-license products, technologies or businesses that are complementary to our own.

Our goal is to build a sustainable biopharmaceutical business through the successful development of differentiated products for the treatment of serious diseases with unmet medical needs in high-value therapeutic areas. Key elements of our strategy are as follows:

Pursue the development of MN-166 (ibudilast) for multiple potential indications with the support of non-dilutive financings.

We intend to advance our diverse MN-166 (ibudilast) program through a combination of investigator-sponsored clinical trials, trials funded through government grants or other grants, and trials funded by us. We intend to pursue additional strategic alliances to help support further clinical development of MN-166 (ibudilast).

Pursue the development of MN-001 (tipelukast) for fibrotic and other diseases.

We intend to advance development of MN-001 (tipelukast) through a variety of means, which may include investigator-sponsored trials with or without grant funding as well as trials funded by us.

Consider strategic partnerships with one or more leading pharmaceutical companies to complete product development and successfully commercialize our products.

We develop and maintain relationships with pharmaceutical companies that are therapeutic category leaders. We intend to discuss strategic alliances with leading pharmaceutical companies who seek product candidates, such as MN-166 (ibudilast), MN-001 (tipelukast), MN-221 (bedoradrine), and MN-029 (denibulin), which could support our clinical development and product commercialization.

17


 

Impact of COVID-19 and the Macroeconomic Environment on Our Business

The COVID-19 pandemic resulted in significant national and global economic disruption and has, and may continue to adversely affect our business. To date, we have experienced certain adverse effects on our business as well as been provided certain opportunities as a result of the pandemic. The pandemic caused a decrease in the number of patient visits at some clinical trial sites which we believe resulted in slower enrollment in our clinical trials than would have occurred without the pandemic. However, we have seen an increase in the number of patient visits compared to earlier in the pandemic and we continue to enroll patients in clinical trials. Throughout the pandemic, we continued with routine clinical trial activities including executing new clinical trial agreements, negotiating budgets, institutional review board approvals, site training, and other activities related to the initiation of new clinical trials and the opening of new clinical trial sites, although some of these activities took longer to complete than what we experienced prior to the pandemic.

The pandemic created certain opportunities for our clinical development and we have pursued those opportunities. Following the outbreak of the pandemic, we designed a clinical trial to evaluate MN-166 (ibudilast) for prevention of ARDS caused by COVID-19. In June 2022, we announced positive top-line results from this Phase 2 clinical trial in which MN-166 (ibudilast) demonstrated large improvements compared to placebo for all four clinical endpoints analyzed. Separately, in August 2022, we announced plans to participate in Recovering from COVID-19 Lingering Symptoms Adaptive Integrative Medicine Trial (the RECLAIM trial), a grant-funded clinical trial to evaluate MN-166 (ibudilast) and other therapies for the treatment of Long COVID, the lingering symptoms of COVID-19. In February 2023, we announced that Health Canada completed its review of the clinical trial application and granted authorization to commence the RECLAIM trial.

We continue to actively monitor the possible effects on our financial condition, liquidity, operations, suppliers, industry, and workforce resulting from the recent pandemic and the macroeconomic environment. To the extent that there is a resurgence in the COVID-19 pandemic, or other health epidemics or outbreaks, our operations could be disrupted and our business adversely impacted.

Further, the COVID-19 pandemic and government responses to the pandemic resulted in, and may continue to result in, downward pressure, extreme volatility, and disruptions in the capital and credit markets, reducing our ability to raise additional capital through equity, equity-linked or debt financings, which could negatively impact our short-term and long-term liquidity, access to capital markets, and our ability to operate in accordance with our operating plan, or at all.

In addition, we may be exposed to credit risk on deposits at financial institutions to the extent our account balances exceed the amount insured by the Federal Deposit Insurance Corporation. We are monitoring ongoing events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions.

Research, Development and Patents Expenses

Our research, development and patents expenses consist primarily of license fees related to our product candidates, salaries and related employee benefits, costs associated with the preclinical and clinical development of our product development programs, costs associated with non-clinical activities, such as regulatory expenses, and pre-commercialization manufacturing development activities. We use external service providers to manufacture our compounds to be used in clinical trials and for the majority of the services performed in connection with the preclinical and clinical development of our product candidates. Research, development and patents expenses include fees paid to consultants, contract research organizations, contract manufacturers and other external service providers, including professional fees and costs associated with legal services, patents and patent applications for our intellectual property. Internal research and development expenses include costs of compensation and other expenses for research and development personnel, supplies, facility costs and depreciation. Research, development and patents costs are expensed as incurred and we expect to increase such costs through the remainder of 2024 as our development programs progress.

18


 

The following table summarizes our research, development and patents expenses for the periods indicated for each of our product development programs. To the extent that costs, including personnel costs, are not tracked to a specific product development program, such costs are included in the “Other R&D expense” category (in thousands):

 

 

Three months ended

 

 

 

 

March 31,

 

 

 

 

2024

 

 

2023

 

 

External development expense:

 

 

 

 

 

 

 

MN-221

 

$

3

 

 

$

10

 

 

MN-166

 

 

1,064

 

 

 

822

 

 

MN-001

 

 

94

 

 

 

63

 

 

MN-029

 

 

1

 

 

 

1

 

 

Total external development expense

 

 

1,162

 

 

 

896

 

 

R&D personnel expense

 

 

431

 

 

 

475

 

 

R&D facility and depreciation expense

 

 

16

 

 

 

10

 

 

Patent expenses

 

 

140

 

 

 

73

 

 

Other R&D expense

 

 

33

 

 

 

23

 

 

Total research, development and patent expense

 

$

1,782

 

 

$

1,477

 

 

General and Administrative Expenses

Our general and administrative costs primarily consist of salaries, stock-based compensation, benefits and consulting and professional fees related to our administrative, finance, human resources, business development, legal, information systems support functions, facilities and insurance costs. General and administrative costs are expensed as incurred.

Our general and administrative expenses may increase in future periods if we are required to expand our infrastructure based on the success of our product development programs and in raising capital to support our product development programs or otherwise in connection with increased business development activities related to partnering, out-licensing or product disposition.

Critical Accounting Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which we have prepared in accordance with United States generally accepted accounting principles. The preparation of these condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting periods. We base our estimates on historical experience and on various other factors and assumptions that we believe are reasonable under the circumstances at the time the estimates are made, the results of which form the basis for making judgments about the book values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We periodically evaluate our estimates and judgments in light of changes in circumstances, facts and experience.

Our critical accounting policies are those accounting principles generally accepted in the United States that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations, as well as the specific manner in which we apply those principles. For a description of our critical accounting estimates, please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” contained in our Annual Report on Form 10-K, for the year ended December 31, 2023. There have not been any material changes to the critical accounting policies discussed therein during the three months ended March 31, 2024.

IPR&D and Goodwill

Amounts incurred related to in-process research and development (IPR&D) or asset purchases of IPR&D are expensed as incurred. Amounts allocated to IPR&D in connection with a business combination are recorded at fair value and are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested annually for impairment or more frequently if indicators of impairment exist. Goodwill is reviewed for impairment annually (as of December 31st) or more frequently if indicators of impairment exist.

19


 

As of December 31, 2023, the Company performed a qualitative impairment assessment of goodwill and indefinite-lived intangible assets which included an evaluation of changes in industry, market, and macroeconomic conditions as well as consideration of its financial performance and any significant trends. The qualitative assessment indicated that it was not more likely than not that goodwill and indefinite-lived intangible assets are impaired as of December 31, 2023. If the Company experiences a sustained decline in its stock price or other material changes in the significant assumptions that affect the determination of the fair value of the Company’s single reporting unit, it may result in a goodwill and/or intangible asset impairment charge in future periods, and such charge may be material.

Results of Operations

Comparison of the three months ended March 31, 2024 and 2023

 

Research, Development and Patents Expenses

 

Research, development and patents expenses were $1.8 million and $1.5 million for the three months ended March 31, 2024 and 2023, respectively. The increase of $0.3 million was primarily due to an increase in MN-166 manufacturing costs.

 

General and Administrative Expenses

 

General and administrative expenses were $1.4 million and $1.5 million for the three months ended March 31, 2024 and 2023, respectively. The decrease of $0.1 million was primarily driven by a decrease in performance-based stock option expense partially offset by an increase in accounting expenses.

Interest Income

Interest income was $0.4 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively. The decrease of $0.1 million was primarily driven by lower interest rates on available cash in 2024 compared to cash and bank certificates of deposit in 2023. Interest income consists of interest earned on our cash and cash equivalents and investments.

 

Liquidity and Capital Resources

Net cash used in operating activities during the three months ended March 31, 2024 was $3.9 million compared to $3.2 million during the same period in 2023. The $0.7 million change is primarily related to the decreased net loss and changes in operating assets and liabilities for those periods.

Net cash provided by investing activities during the three months ended March 31, 2024 was $0.0 million compared to $39.9 million provided by during the same period in 2023 related to the disposal of certificates of deposit of $39.9 million during the three months ended March 31, 2023.

As of March 31, 2024, we had available cash and cash equivalents of $47.1 million and working capital of $45.4 million. As of the date of this report, we believe we have working capital sufficient to fund operations at least through the end of 2025. However, we cannot provide assurance that these capital resources will be sufficient to conduct all our research and development programs as planned.

Equity Financing

On August 23, 2019, we entered into an at the market issuance sales agreement, which was amended on August 26, 2022 (as amended, the ATM Agreement) with B. Riley FBR, Inc. (B. Riley FBR) pursuant to which we may sell common stock through B. Riley FBR from time to time up to an aggregate offering price of $75.0 million. Sales of our common stock through B. Riley FBR, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on Nasdaq, on any other existing trading market for the common stock or through a market maker. B. Riley FBR may also sell the common stock in privately negotiated transactions, subject to our prior approval. We agreed to pay B. Riley FBR an aggregate commission rate of up to 3.5% of the gross proceeds of any common stock sold under this agreement. Proceeds from sales of common stock will depend on the number of shares of common stock sold to B. Riley FBR and the per share purchase price of each transaction.

No shares of common stock were sold under the ATM Agreement in the three months ended March 31, 2024 and 2023.

 

20


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is (1) recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms, and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our procedures or our internal controls will prevent or detect all errors and all fraud. Any internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of our controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21


 

PART II. OTHER INFORMATION

We are not involved in any material legal proceedings as of March 31, 2024. We may become involved in various disputes and legal proceedings which arise in the ordinary course of business or otherwise. While it is not possible to accurately predict or determine the outcome of these matters, an adverse result in any litigation matter may occur which could harm our business.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K, for the year ended December 31, 2023, which are incorporated herein by reference and which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K, are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. We do not believe that there have been any material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

ITEM 5. OTHER INFORMATION.

On May 7, 2024, we entered into a consulting agreement (the “Consulting Agreement”) with Geoffrey O’Brien, effective April 2, 2024 (the “Effective Date”) in connection with his retirement from full-time employment in April 2024. In consideration for the services Mr. O’Brien will provide under the Consulting Agreement, Mr. O’Brien will be paid a market rate per hour for any services provided. Any outstanding options that were vested and exercisable as of the Effective Date will remain exercisable pursuant to their original terms while he continues to provide services to the Company under the Consulting Agreement. Any outstanding options that were not vested and exercisable as of the Effective Date were forfeited and cancelled as of the Effective Date. The Consulting Agreement also contains additional customary provisions regarding confidentiality and invention assignment among other matters.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the period ending June 30, 2024.

Securities Trading Plans of Directors and Executive Officers

During the quarter ended March 31, 2024, none of our officers or directors, as defined in Rule 16a-1(f), informed us of the adoption or termination of a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, each as defined in Regulation S-K Item 408.

22


 

ITEM 6. EXHIBITS.

 

Exhibit

Number

 

Description

 

 

 

3.1

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2012 (File No. 001-33185)).

3.2

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 25, 2019 (File No. 001-33185)).

 

 

 

31.1(1)

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2(1)

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1(1)*

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

 

 

 

32.2(1)*

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

 

 

 

101.INS(1)

 

Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

 

 

 

101.SCH(1)

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

 

 

 

104(1)

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

(1)
Filed Herewith

*

The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of MediciNova, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

23


 

SIGNATURES

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 thereunto duly authorized.

 

 

 

MEDICINOVA, INC.

 

 

 

 

Date: May 9, 2024

 

By:

/s/ YUICHI IWAKI

 

 

 

Yuichi Iwaki, M.D., Ph.D.

 

 

 

President and Chief Executive Officer

 

 

 

(on behalf of the registrant and

 

 

 

as the registrant’s Principal Executive Officer)

 

 

 

 

 

 

By:

/s/ JASON KRUGER

 

 

 

Jason Kruger

 

 

 

Chief Financial Officer

 

 

 

(on behalf of the registrant and

 

 

 

as the registrant’s Principal Financial Officer)

 

24


Exhibit 31.1

MEDICINOVA, INC.

Certification of the Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Yuichi Iwaki, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of MediciNova, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 9, 2024

 

 

 

By:

 

/s/ YUICHI IWAKI

 

 

Yuichi Iwaki, M.D., Ph.D.

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 


Exhibit 31.2

MEDICINOVA, INC.

Certification of the Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jason Kruger, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of MediciNova, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 9, 2024

 

 

 

By:

 

/s/ JASON KRUGER

 

 

Jason Kruger

 

 

Chief Financial Officer

 

 

(Principal Financial Officer and Principal Accounting Officer)

 


 

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of MediciNova, Inc. (the “Company”) for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuichi Iwaki, as President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024

 

 

 

By:

 

/s/ Yuichi Iwaki

 

 

Yuichi Iwaki, M.D., Ph.D.

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and such certification is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


 

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of MediciNova, Inc. (the “Company”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason Kruger, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024

 

 

 

By:

 

/s/ JASON KRUGER

 

 

Jason Kruger

 

 

Chief Financial Officer

 

 

(Principal Financial Officer and Principal Accounting Officer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and such certification is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


v3.24.1.u1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2024
May 07, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Trading Symbol MNOV  
Entity Registrant Name MEDICINOVA, INC.  
Entity Central Index Key 0001226616  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   49,046,246
Entity Shell Company false  
Entity File Number 001-33185  
Entity Tax Identification Number 33-0927979  
Entity Address, Address Line One 4275 Executive Square  
Entity Address, Address Line Two Suite 300  
Entity Address, City or Town La Jolla  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92037  
City Area Code 858  
Local Phone Number 373-1500  
Entity Current Reporting Status Yes  
Document Quarterly Report true  
Document Transition Report false  
Entity Incorporation, State or Country Code DE  
Entity Interactive Data Current Yes  
Title of 12(b) Security Common Stock, $0.001 par value  
Security Exchange Name NASDAQ  
v3.24.1.u1
Condensed Consolidated Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 47,138,799 $ 50,999,442
Prepaid expenses and other current assets 724,796 174,938
Total current assets 47,863,595 51,174,380
Goodwill 9,600,240 9,600,240
In-process research and development 4,800,000 4,800,000
Property and equipment, net 40,384 45,800
Right-of-use asset 519,307 575,406
Other non-current assets 70,391 74,151
Total assets 62,893,917 66,269,977
Current liabilities:    
Accounts payable 804,764 1,003,937
Accrued liabilities and other current liabilities 1,487,845 2,059,238
Operating lease liability 217,887 215,926
Total current liabilities 2,510,496 3,279,101
Deferred tax liability 201,792 201,792
Other non-current liabilities 351,185 410,660
Total liabilities 3,063,473 3,891,553
Commitments and contingencies (Note 4)
Stockholders’ equity:    
Common stock, $0.001 par value; 100,000,000 shares authorized at March 31, 2024 and December 31, 2023; 49,046,246 and 49,046,246 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 49,046 49,046
Additional paid-in capital 478,364,591 478,149,161
Accumulated other comprehensive loss (126,982) (118,090)
Accumulated deficit (418,456,211) (415,701,693)
Total stockholders’ equity 59,830,444 62,378,424
Total liabilities and stockholders' equity $ 62,893,917 $ 66,269,977
v3.24.1.u1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 49,046,246 49,046,246
Common stock, shares outstanding 49,046,246 49,046,246
v3.24.1.u1
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating expenses:    
Research, development and patents $ 1,781,869 $ 1,476,676
General and administrative 1,354,124 1,486,567
Total operating expenses 3,135,993 2,963,243
Operating loss (3,135,993) (2,963,243)
Interest income 397,510 509,046
Other expense (16,035) (463,307)
Net loss $ (2,754,518) $ (2,917,504)
Basic net loss per common share $ (0.06) $ (0.06)
Diluted net loss per common share $ (0.06) $ (0.06)
Shares used to compute basic net loss per common share 49,046,246 49,046,246
Shares used to compute diluted net loss per common share 49,046,246 49,046,246
Net loss $ (2,754,518) $ (2,917,504)
Other comprehensive loss, net of tax:    
Foreign currency translation adjustments (8,892) (1,542)
Comprehensive loss $ (2,763,410) $ (2,919,046)
v3.24.1.u1
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
Total
Common stock
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Balance at Dec. 31, 2022 $ 70,242,035 $ 49,046 $ 477,438,451 $ (115,285) $ (407,130,177)
Balance, shares at Dec. 31, 2022   49,046,246      
Share-based compensation 403,263   403,263    
Net loss (2,917,504)       (2,917,504)
Foreign currency translation adjustments (1,542)     (1,542)  
Balance at Mar. 31, 2023 67,726,252 $ 49,046 477,841,714 (116,827) (410,047,681)
Balance, shares at Mar. 31, 2023   49,046,246      
Balance at Dec. 31, 2023 62,378,424 $ 49,046 478,149,161 (118,090) (415,701,693)
Balance, shares at Dec. 31, 2023   49,046,246      
Share-based compensation 215,430   215,430    
Net loss (2,754,518)       (2,754,518)
Foreign currency translation adjustments (8,892)     (8,892)  
Balance at Mar. 31, 2024 $ 59,830,444 $ 49,046 $ 478,364,591 $ (126,982) $ (418,456,211)
Balance, shares at Mar. 31, 2024   49,046,246      
v3.24.1.u1
Condensed Consolidated Statements of Cash Flows - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating activities:    
Net loss $ (2,754,518) $ (2,917,504)
Adjustments to reconcile net loss to net cash used in operating activities:    
Non-cash stock-based compensation 215,430 403,263
Depreciation and amortization 5,350 4,105
Loss on disposal of investments   102,513
Change in carrying amount of right-of-use asset 49,392 49,519
Changes in assets and liabilities:    
Prepaid expenses and other assets (551,750) (310,908)
Accounts payable, accrued liabilities and other liabilities (781,345) (459,248)
Operating lease liabilities (50,807) (49,153)
Net cash used in operating activities (3,868,248) (3,177,413)
Investing activities:    
Proceeds from disposal of investments   39,929,015
Net cash provided by investing activities   39,929,015
Effect of exchange rate changes on cash and cash equivalents 7,605 2,273
Net change in cash and cash equivalents (3,860,643) 36,753,875
Cash and cash equivalents, beginning of period 50,999,442 18,505,493
Cash and cash equivalents, end of period $ 47,138,799 $ 55,259,368
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ (2,754,518) $ (2,917,504)
v3.24.1.u1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.u1
Interim Financial Information
3 Months Ended
Mar. 31, 2024
Quarterly Financial Information Disclosure [Abstract]  
Interim Financial Information

1. Interim Financial Information

Organization and Business

MediciNova, Inc. (the Company or MediciNova) was incorporated in the state of Delaware in September 2000. The Company’s common stock is listed in both the United States and Japan and trades on the Nasdaq Global Market and the Standard Market of the Tokyo Stock Exchange. The Company is a biopharmaceutical company focused on developing novel therapeutics for the treatment of serious diseases with unmet medical needs with a commercial focus on the United States market. The Company’s current strategy is to focus its development activities on MN-166 (ibudilast) for neurological and other disorders such as progressive multiple sclerosis (MS), amyotrophic lateral sclerosis (ALS), chemotherapy-induced peripheral neuropathy, degenerative cervical myelopathy, glioblastoma, substance dependence and addiction (e.g., methamphetamine dependence, opioid dependence, and alcohol dependence), prevention of acute respiratory distress syndrome (ARDS), and Long COVID, and MN-001 (tipelukast) for fibrotic and other diseases such as nonalcoholic fatty liver disease (NAFLD) and idiopathic pulmonary fibrosis (IPF). The Company’s pipeline also includes MN-221 (bedoradrine) for the treatment of acute exacerbation of asthma and MN-029 (denibulin) for solid tumor cancers.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions of the Securities and Exchange Commission (SEC) on Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of MediciNova, Inc. and its wholly owned subsidiaries, MediciNova Japan, Inc., MediciNova (Europe) Limited, MediciNova Europe GmbH and Avigen Inc. The financial statements of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. The resulting translation adjustments are recorded as a component of other comprehensive income or loss. Intercompany transaction gains or losses at each period end are included as translation adjustments and recorded within other comprehensive income or loss. All intercompany transactions and balances are eliminated in consolidation.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company operates in a single operating segment – the acquisition and development of small molecule therapeutics for the treatment of serious diseases with unmet medical needs.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and other highly liquid investments including money market and mutual fund accounts, with original maturities of three months or less from the date of purchase.

 

Investments

Investments purchased with an original maturity of greater than three months are classified as investments. Investments are stated at fair value and are classified as current or non-current based on the nature of the securities as well as their stated maturities.

Research, Development and Patents

Research and development costs are expensed in the period incurred. Research and development costs primarily consist of salaries and related expenses for personnel, facilities and depreciation, research and development supplies, licenses and outside services. Such research and development costs totaled $1.7 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively.

 

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. The Company includes all external costs related to the filing of patents in Research, Development and Patents expenses. Such patent-related expenses totaled $0.1 million for the three months ended March 31, 2024 and 2023, respectively.

 

For transactions with a government where the Company receives government assistance in performing research and development activities and the accounting for a transaction is not specified within the scope of authoritative GAAP, the Company follows ASC 832, Government Assistance (Topic 832), applying a grant or contribution model by analogy to Subtopic 958-605, Not-for-Profit Entities-Revenue Recognition (ASC 958-605).

Clinical Trial Accruals and Prepaid Expenses

Costs for preclinical studies, clinical studies and manufacturing activities are recognized as research and development expenses based on an evaluation of the progress by Company vendors towards completion of specific tasks, using data such as patient enrollment, clinical site activations or information provided to the Company by such vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of studies, or the services completed. The Company’s estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid expense and amortized over the service period as the services are provided.

Leases

The Company determines if an arrangement is a lease at inception and if so, determines whether the lease qualifies as an operating or finance lease. The Company does not recognize right-of-use assets and lease liabilities for leases with a term of 12 months or less and does not separate non-lease components from lease components. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would expect to pay to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

 

 

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded features that could be recognized separately from the host contract. Consequently, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 also requires use of the if-converted method in the diluted earnings per share calculation for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for smaller reporting companies, with early adoption permitted. The new standard was effective for the Company on January 1, 2024. There was no impact on the consolidated financial statements upon adoption of this standard on January 1, 2024.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. Specifically, it requires that a public entity: 1) disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, 2) disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss, 3) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, and 4) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU also requires a public entity that has a single reportable segment to provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. Further, the ASU clarifies that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures. However, at least one of the reported segment profit or loss measures should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. The amendments are effective for all public entities that are required to report segment information for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented. The Company is currently evaluating the potential impact that this standard will have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures. Specifically, it requires that a public business entity: 1) disclose, on an annual basis, an income tax rate reconciliation in a tabular form, disclosing specific categories and providing additional information for reconciling items that meet a quantitative threshold, 2) disclose on an annual basis the following information about income taxes paid: i) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, ii) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received), 3) all entities are required to disclose: i) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and ii) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this ASU should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the potential impact that this standard will have on its consolidated financial statements and related disclosures.

v3.24.1.u1
Revenue Recognition
3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition

2. Revenue Recognition

Revenue Recognition Policy

Revenues historically have consisted mainly of research and development services performed under a contract with a customer. The Company evaluates the separate performance obligation(s) under each contract, allocates the transaction price to each performance obligation considering the estimated stand-alone selling prices of the services and recognizes revenue upon the satisfaction of such obligations at a point in time or over time dependent on the satisfaction of one of the following criteria: (1) the customer simultaneously receives and consumes the economic benefits provided by the vendor’s performance (2) the vendor creates or enhances an asset controlled by the customer (3) the vendor’s performance does not create an asset for which the vendor has an alternative use, and (4) the vendor has an enforceable right to payment for performance completed to date.

v3.24.1.u1
Fair Value Measurements
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

3. Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1:

Observable inputs such as quoted prices in active markets;

 

 

Level 2:

Inputs are quoted prices for similar items in active markets or quoted prices for identical or similar items in markets that are not active near the measurement date; and

 

 

Level 3:

Unobservable inputs due to little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amount and approximate fair value of financial instruments as of March 31, 2024 and December 31, 2023, were as follows:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

 

 

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

 

Valuation Inputs

 Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Mutual funds

 

$

792,627

 

 

$

792,627

 

 

$

782,382

 

 

$

782,382

 

 

Level 1

v3.24.1.u1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

4. Commitments and Contingencies

Lease Commitments

The Company has operating leases primarily for real estate in the United States and Japan. The United States lease is for the Company’s headquarters in San Diego and has a term of five years ending January 31, 2027, with annual escalations. The Company’s lease in Tokyo, Japan has a term of two years ending May 2025 with an auto-renewal, two-year extension. The real estate operating leases are included in "Right-of-use asset” on the Company's balance sheets and represents the Company’s right to use the underlying assets for the lease term. The Company’s obligation to make lease payments are included in "Operating lease liability" and "Other non-current liabilities" on the Company's balance sheets.

Information related to the Company’s right-of-use assets and related lease liabilities are as follows:

 

 

Three months ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Cash paid for operating lease liabilities

 

$

64,594

 

 

$

64,990

 

Operating lease costs

 

 

63,179

 

 

 

65,634

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Current operating lease liabilities

 

$

217,887

 

 

$

215,926

 

Non-current operating lease liabilities

 

 

351,185

 

 

 

410,660

 

Total operating lease liabilities

 

$

569,072

 

 

$

626,586

 

Weighted-average remaining lease term (in years)

 

 

2.60

 

 

 

2.81

 

Weighted-average discount rate

 

 

9.3

%

 

 

9.3

%

 

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

 

 

 

 

 

2024 (remaining nine months)

 

 

 

$

195,887

 

2025

 

 

 

 

227,299

 

2026

 

 

 

 

206,483

 

2027

 

 

 

 

17,269

 

2028

 

 

 

 

 

Thereafter

 

 

 

 

 

Total minimum payments

 

 

 

 

646,938

 

Less imputed interest

 

 

 

 

(77,866

)

Total lease liabilities

 

 

 

$

569,072

 

Product Liability

The Company’s business exposes it to liability risks from its potential drug products. A successful product liability claim or series of claims brought against the Company could result in the payment of significant amounts of money and divert management’s attention from running the business. The Company may not be able to maintain insurance on acceptable terms, or the insurance may not provide adequate protection in the case of a product liability claim. To the extent that product liability insurance, if available, does not cover potential claims, the Company would be required to self-insure the risks associated with such claims. The Company believes it carries reasonably adequate insurance for product liability.

License and Research Agreements

The Company has entered into in-licensing agreements with various pharmaceutical companies. Under the terms of these agreements, the Company has received licenses to research, know-how and technology claimed in specified patents or patent applications. Under these license agreements, the Company is generally required to make upfront payments and additional payments upon the achievement of milestones and/or royalties on future sales of products until the later of the expiration of the applicable patent or the applicable last date of market exclusivity after the first commercial sale, on a country-by-country basis.

No milestone payments have been made under these agreements during the three months ended March 31, 2024 and 2023. For products currently in development, future potential milestone payments based on product development of MN-166 (ibudilast) and MN-001 (tipelukast) are $10 million as of March 31, 2024. For all other products, future potential milestone payments related to development milestones and commercialization milestones totaled $16.5 million as of March 31, 2024. There are no minimum royalties required under any of the license agreements. The Company is unable to estimate with certainty the timing on when these milestone payments will occur as these payments are dependent upon the progress of the Company’s product development programs.

Legal Proceedings

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company is not aware of any such proceedings or claims that it believes will have, individually or in aggregate, a material adverse effect on its business, financial condition or results of operations.

v3.24.1.u1
Stock-based Compensation
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation

5. Stock-based Compensation

Stock Incentive Plans

In June 2013, the Company adopted the 2013 Equity Incentive Plan, or 2013 Plan, under which the Company granted equity-based awards, including stock options, stock appreciation rights, restricted stock, and restricted stock units to individuals who were then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. A total of 8,700,000 shares of common stock were reserved for issuance under the 2013 Plan. In addition, “returning shares” that may become available from time to time were added back to the plan. “Returning shares” included shares that were subject to outstanding awards granted under the Company's prior 2004 Equity Incentive Plan that expired or terminated prior to exercise or settlement, were forfeited because of the failure to vest, were repurchased, or were withheld to satisfy tax withholding or purchase price obligations in connection with such awards. Although the Company no longer grants equity awards under the 2013 Plan, all outstanding stock awards granted under the 2013 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the 2013 Plan.

In June 2023, the Company adopted the 2023 Equity Incentive Plan (2023 Plan) under which the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. The 2023 Plan is the successor to the 2013 Plan. The number of shares of common stock that may be issued under the 2023 Plan is equal to the sum of (a) shares subject to awards granted under the 2013 Plan that were outstanding upon expiration of the 2013 Plan and are subsequently forfeited, expire or lapse unexercised or unsettled and shares issued pursuant to awards granted under the 2013 Plan that were outstanding upon expiration of the 2013 Plan and are subsequently forfeited to or reacquired by the Company and (b) shares reserved under the 2013 Plan that were not issued or subject to outstanding awards under the 2013 Plan upon expiration of the 2013 Plan. While a maximum of 9,934,567 shares may become available for issuance under the 2023 Plan from the 2013 Plan, since this figure assumes that all awards outstanding under the 2013 Plan upon expiration of the 2013 Plan will be forfeited, the Company expects the actual number of shares added to the 2023 Plan to be less. In general, to the extent that awards under the 2023 Plan are forfeited, cancelled or expire for any reason before being exercised or settled in full, the shares subject to such awards will again become available for issuance under the 2023 Plan. If stock appreciation rights are exercised or restricted stock units are settled, then only the number of shares (if any) actually issued to the participant will reduce the number of shares available under the 2023 Plan. If restricted shares or shares issued upon exercise of options are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such shares shall again become available for issuance under the 2023 Plan. Shares withheld to pay the exercise price of options or satisfy tax withholding obligations related to an award shall again become available for issuance under the 2023 Plan. Further, to the extent an award is settled in cash rather than shares, the cash settlement shall not reduce the number of shares available for issuance under the 2023 Plan.

As of March 31, 2024, 1,355,923 shares remain available for future grants under the 2023 Plan.

Certain of the employee stock options granted contain performance conditions, the vesting of which is based on a determination made by the compensation committee followed by an approval of the board of directors as to the achievement of certain corporate objectives at the end of the performance period. The grant date of such awards is the date on which the board of directors makes its determination. For periods preceding the grant date, the expense related to these awards is measured based on their fair value at each reporting date. The estimated fair value of the performance awards granted and the resulting expense is based upon a certain level of achievement of the corporate objectives and other assumptions in determining fair value. The amount of expense ultimately recognized upon the grant date at completion of the performance period could change from the estimate as a result of various factors, including the level of achievement of the corporate objectives, changes in the assumptions used in the Black-Scholes model in determining fair value or fluctuations in the Company’s stock price during the performance period. As of March 31, 2024, there were a total of 1,016,000 shares underlying performance options that were subject to vesting based on achievement of corporate objectives for 2024.

Stock Options

Options granted under the 2023 Plan and the 2013 Plan have terms of ten years from the date of grant unless earlier terminated and generally vest over a one or four year period. The exercise price of all options granted through March 31, 2024 and 2023, was equal to the fair market value of the Company’s common stock on the date of grant.

A summary of stock option activity and related information as of March 31, 2024 is as follows:

 

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price

 

 

 Outstanding at December 31, 2023

 

 

7,781,749

 

 

$

5.52

 

 

 Granted

 

 

1,016,000

 

 

 

1.52

 

 

 Exercised

 

 

 

 

 

 

 

 Cancelled

 

 

(219,105

)

 

 

2.40

 

 

 Outstanding at March 31, 2024

 

 

8,578,644

 

 

$

5.34

 

 

 Exercisable at March 31, 2024

 

 

7,538,477

 

 

$

5.62

 

 

Compensation Expense

Stock-based compensation expense for stock option awards are reflected in total operating expenses for each respective period.

The following table summarizes stock-based compensation expense for the three months ended March 31, 2024 and 2023, respectively:

 

 

 

Three months ended

 

 

 

 

March 31,

 

 

 

 

2024

 

 

2023

 

 

Research, development and patents

 

$

81,669

 

 

$

141,118

 

 

General and administrative

 

 

133,761

 

 

 

262,145

 

 

Total stock-based compensation expense

 

$

215,430

 

 

$

403,263

 

 

 

The Company uses the Black-Scholes valuation model for determining the estimated fair value for stock-based awards granted to employees and considers management’s current expectations of the achievement of the performance objectives for the year. The following table provides the assumptions used in the Black-Scholes valuation model used to estimate the fair value of options granted during the three months ended March 31, 2024 and 2023, and to estimate the fair value of performance-based stock options as of March 31, 2024 and 2023.

 

 

 

Three months ended March 31,

 

 

2024

 

2023

Stock Options

 

 

 

 

Risk-free interest rate

 

4.21%

 

3.60%

Expected volatility of common stock

 

74.05%

 

77.96%

Dividend yield

 

0.00%

 

0.00%

Expected term (in years)

 

5.30

 

5.38

 

As of March 31, 2024, there was $0.8 million of unamortized compensation cost related to unvested stock option awards which is expected to be recognized over a remaining weighted-average vesting period of 0.77 years, on a straight-line basis. Such compensation cost will ultimately be adjusted based upon actual performance compared to the corporate objectives as described above.

The weighted-average fair value of each stock option granted during the three months ended March 31, 2024 and 2023, estimated as of the grant date using the Black-Scholes option valuation model, was $1.00 and $1.60 per option, respectively.

v3.24.1.u1
Stockholders' Equity
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stockholders' Equity

6. Stockholders’ Equity

At-The-Market Issuance Sales Agreements and Private Placement Transactions

On August 23, 2019, the Company entered into an at the market issuance sales agreement, which was amended on August 26, 2022 (as amended, the ATM Agreement) with B. Riley FBR, Inc. (B. Riley FBR) pursuant to which the Company may sell common stock through B. Riley FBR from time to time up to an aggregate offering price of $75.0 million. Sales of the Company’s common stock through B. Riley FBR, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on Nasdaq, on any other existing trading market for the common stock or through a market maker. B. Riley FBR may also sell the common stock in privately negotiated transactions, subject to the Company’s prior approval. The Company agreed to pay B. Riley FBR an aggregate commission rate of up to 3.5% of the gross proceeds of any common stock sold under this agreement. Proceeds from sales of common stock will depend on the number of shares of common stock sold to B. Riley FBR and the per share purchase price of each transaction.

 

No shares of common stock were sold under the ATM Agreement in the three months ended March 31, 2024 and 2023, respectively.

v3.24.1.u1
Net Loss Per Share
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Net Loss Per Share

7. Net Loss Per Share

The Company computes basic net loss per share using the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and potentially dilutive securities (common share equivalents) outstanding during the period. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option agreements. Common share equivalents are excluded from the diluted net loss per share calculation if their effect is anti-dilutive.

Potentially dilutive outstanding stock options excluded from diluted net loss per common share due to their anti-dilutive effect totaled 8,578,644 shares for the three months ended March 31, 2024 and 8,688,916 shares for the three months ended March 31, 2023.

v3.24.1.u1
Interim Financial Information (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions of the Securities and Exchange Commission (SEC) on Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of MediciNova, Inc. and its wholly owned subsidiaries, MediciNova Japan, Inc., MediciNova (Europe) Limited, MediciNova Europe GmbH and Avigen Inc. The financial statements of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. The resulting translation adjustments are recorded as a component of other comprehensive income or loss. Intercompany transaction gains or losses at each period end are included as translation adjustments and recorded within other comprehensive income or loss. All intercompany transactions and balances are eliminated in consolidation.
Segment Reporting

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company operates in a single operating segment – the acquisition and development of small molecule therapeutics for the treatment of serious diseases with unmet medical needs.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and other highly liquid investments including money market and mutual fund accounts, with original maturities of three months or less from the date of purchase.

Investments

Investments

Investments purchased with an original maturity of greater than three months are classified as investments. Investments are stated at fair value and are classified as current or non-current based on the nature of the securities as well as their stated maturities.
Research Development and Patents

Research, Development and Patents

Research and development costs are expensed in the period incurred. Research and development costs primarily consist of salaries and related expenses for personnel, facilities and depreciation, research and development supplies, licenses and outside services. Such research and development costs totaled $1.7 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively.

 

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. The Company includes all external costs related to the filing of patents in Research, Development and Patents expenses. Such patent-related expenses totaled $0.1 million for the three months ended March 31, 2024 and 2023, respectively.

 

For transactions with a government where the Company receives government assistance in performing research and development activities and the accounting for a transaction is not specified within the scope of authoritative GAAP, the Company follows ASC 832, Government Assistance (Topic 832), applying a grant or contribution model by analogy to Subtopic 958-605, Not-for-Profit Entities-Revenue Recognition (ASC 958-605).

Clinical Trial Accruals and Prepaid Expenses

Clinical Trial Accruals and Prepaid Expenses

Costs for preclinical studies, clinical studies and manufacturing activities are recognized as research and development expenses based on an evaluation of the progress by Company vendors towards completion of specific tasks, using data such as patient enrollment, clinical site activations or information provided to the Company by such vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of studies, or the services completed. The Company’s estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid expense and amortized over the service period as the services are provided.

Leases

Leases

The Company determines if an arrangement is a lease at inception and if so, determines whether the lease qualifies as an operating or finance lease. The Company does not recognize right-of-use assets and lease liabilities for leases with a term of 12 months or less and does not separate non-lease components from lease components. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expenses. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would expect to pay to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded features that could be recognized separately from the host contract. Consequently, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. ASU 2020-06 also requires use of the if-converted method in the diluted earnings per share calculation for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for smaller reporting companies, with early adoption permitted. The new standard was effective for the Company on January 1, 2024. There was no impact on the consolidated financial statements upon adoption of this standard on January 1, 2024.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. Specifically, it requires that a public entity: 1) disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, 2) disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss, 3) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, and 4) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU also requires a public entity that has a single reportable segment to provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. Further, the ASU clarifies that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures. However, at least one of the reported segment profit or loss measures should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. The amendments are effective for all public entities that are required to report segment information for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented. The Company is currently evaluating the potential impact that this standard will have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures. Specifically, it requires that a public business entity: 1) disclose, on an annual basis, an income tax rate reconciliation in a tabular form, disclosing specific categories and providing additional information for reconciling items that meet a quantitative threshold, 2) disclose on an annual basis the following information about income taxes paid: i) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, ii) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received), 3) all entities are required to disclose: i) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and ii) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this ASU should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the potential impact that this standard will have on its consolidated financial statements and related disclosures.

Revenue Recognition Policy

Revenue Recognition Policy

Revenues historically have consisted mainly of research and development services performed under a contract with a customer. The Company evaluates the separate performance obligation(s) under each contract, allocates the transaction price to each performance obligation considering the estimated stand-alone selling prices of the services and recognizes revenue upon the satisfaction of such obligations at a point in time or over time dependent on the satisfaction of one of the following criteria: (1) the customer simultaneously receives and consumes the economic benefits provided by the vendor’s performance (2) the vendor creates or enhances an asset controlled by the customer (3) the vendor’s performance does not create an asset for which the vendor has an alternative use, and (4) the vendor has an enforceable right to payment for performance completed to date.
v3.24.1.u1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Carrying Amount and Approximate Fair Value of Financial Instruments

The carrying amount and approximate fair value of financial instruments as of March 31, 2024 and December 31, 2023, were as follows:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

 

 

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

 

Valuation Inputs

 Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Mutual funds

 

$

792,627

 

 

$

792,627

 

 

$

782,382

 

 

$

782,382

 

 

Level 1

v3.24.1.u1
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Information Related to Right-of-Use Assets and Related Lease Liabilities

Information related to the Company’s right-of-use assets and related lease liabilities are as follows:

 

 

Three months ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Cash paid for operating lease liabilities

 

$

64,594

 

 

$

64,990

 

Operating lease costs

 

 

63,179

 

 

 

65,634

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Current operating lease liabilities

 

$

217,887

 

 

$

215,926

 

Non-current operating lease liabilities

 

 

351,185

 

 

 

410,660

 

Total operating lease liabilities

 

$

569,072

 

 

$

626,586

 

Weighted-average remaining lease term (in years)

 

 

2.60

 

 

 

2.81

 

Weighted-average discount rate

 

 

9.3

%

 

 

9.3

%

Schedule of Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

 

 

 

 

 

2024 (remaining nine months)

 

 

 

$

195,887

 

2025

 

 

 

 

227,299

 

2026

 

 

 

 

206,483

 

2027

 

 

 

 

17,269

 

2028

 

 

 

 

 

Thereafter

 

 

 

 

 

Total minimum payments

 

 

 

 

646,938

 

Less imputed interest

 

 

 

 

(77,866

)

Total lease liabilities

 

 

 

$

569,072

 

v3.24.1.u1
Stock-based Compensation (Tables)
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Summary of Stock Option Activity and Related Information

A summary of stock option activity and related information as of March 31, 2024 is as follows:

 

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price

 

 

 Outstanding at December 31, 2023

 

 

7,781,749

 

 

$

5.52

 

 

 Granted

 

 

1,016,000

 

 

 

1.52

 

 

 Exercised

 

 

 

 

 

 

 

 Cancelled

 

 

(219,105

)

 

 

2.40

 

 

 Outstanding at March 31, 2024

 

 

8,578,644

 

 

$

5.34

 

 

 Exercisable at March 31, 2024

 

 

7,538,477

 

 

$

5.62

 

 

Summary of Stock-based Compensation Expense

The following table summarizes stock-based compensation expense for the three months ended March 31, 2024 and 2023, respectively:

 

 

 

Three months ended

 

 

 

 

March 31,

 

 

 

 

2024

 

 

2023

 

 

Research, development and patents

 

$

81,669

 

 

$

141,118

 

 

General and administrative

 

 

133,761

 

 

 

262,145

 

 

Total stock-based compensation expense

 

$

215,430

 

 

$

403,263

 

 

Schedule of Assumptions Used in Estimating Fair Value of Options Granted and Performance-Based Stock Options The following table provides the assumptions used in the Black-Scholes valuation model used to estimate the fair value of options granted during the three months ended March 31, 2024 and 2023, and to estimate the fair value of performance-based stock options as of March 31, 2024 and 2023.

 

 

Three months ended March 31,

 

 

2024

 

2023

Stock Options

 

 

 

 

Risk-free interest rate

 

4.21%

 

3.60%

Expected volatility of common stock

 

74.05%

 

77.96%

Dividend yield

 

0.00%

 

0.00%

Expected term (in years)

 

5.30

 

5.38

v3.24.1.u1
Interim Financial Information - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Quarterly Financial Information Disclosure [Abstract]    
Research and development costs $ 1.7 $ 1.4
Patent-related expenses $ 0.1 $ 0.1
v3.24.1.u1
Fair Value Measurements - Schedule of Carrying Amount and Approximate Fair Value of Financial Instruments (Detail) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Carrying Amount $ 47,138,799 $ 50,999,442
Fair Value Measurements Recurring | Mutual Funds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Carrying Amount 792,627 782,382
Fair Value $ 792,627 $ 782,382
v3.24.1.u1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Loss Contingencies [Line Items]    
Research and development expense $ 1,700,000 $ 1,400,000
Licensing Agreements    
Loss Contingencies [Line Items]    
Research and development expense 0 $ 0
Product Development    
Loss Contingencies [Line Items]    
Future potential milestone payments 10,000,000  
Development Milestone    
Loss Contingencies [Line Items]    
Future potential milestone payments 16,500,000  
Commercialization Milestone    
Loss Contingencies [Line Items]    
Future potential milestone payments $ 16,500,000  
U.S    
Loss Contingencies [Line Items]    
Operating lease term 5 years  
Operating lease expiration date Jan. 31, 2027  
Tokyo, Japan    
Loss Contingencies [Line Items]    
Operating lease expiration date, month and year 2025-05  
Operating lease, auto-renewal term 2 years  
Operating lease, extension term 2 years  
Lessee, operating lease, existence of option to extend true  
v3.24.1.u1
Commitments and Contingencies - Schedule of Right-of-Use Assets and Related Lease Liabilities (Detail) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]      
Cash paid for operating lease liabilities $ 64,594 $ 64,990  
Operating lease costs 63,179 $ 65,634  
Current operating lease liabilities 217,887   $ 215,926
Non-current operating lease liabilities $ 351,185   $ 410,660
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other non-current liabilities   Other non-current liabilities
Total operating lease liabilities $ 569,072   $ 626,586
Weighted-average remaining lease term (in years) 2 years 7 months 6 days   2 years 9 months 21 days
Weighted-average discount rate 9.30%   9.30%
v3.24.1.u1
Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Detail) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
2024 (remaining nine months) $ 195,887  
2025 227,299  
2026 206,483  
2027 17,269  
Total minimum payments 646,938  
Less imputed interest (77,866)  
Total lease liabilities $ 569,072 $ 626,586
v3.24.1.u1
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted-average fair value, per option $ 1 $ 1.6  
Stock Option      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unamortized compensation cost $ 0.8    
Unamortized compensation cost, vesting period 9 months 7 days    
Performance Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of vested shares 1,016,000    
2013 Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Common stock reserved for future issuance     8,700,000
Shares available for future grant 1,355,923    
2013 Plan | Stock Option      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Options granted expiration term 10 years    
2013 Plan | Stock Option | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock option, vesting period 1 year    
2013 Plan | Stock Option | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock option, vesting period 4 years    
2023 Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares available for future grant 9,934,567    
2023 Plan | Stock Option      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Options granted expiration term 10 years    
2023 Plan | Stock Option | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock option, vesting period 1 year    
2023 Plan | Stock Option | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock option, vesting period 4 years    
v3.24.1.u1
Summary of Stock Option Activity and Related Information (Detail)
3 Months Ended
Mar. 31, 2024
$ / shares
shares
Number of Option Shares  
Stock Options, Beginning Balance | shares 7,781,749
Stock Options, Granted | shares 1,016,000
Stock Options, Cancelled | shares (219,105)
Stock Options, Ending Balance | shares 8,578,644
Stock Options, Exercisable at Mrach 31, 2024 | shares 7,538,477
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 5.52
Weighted Average Exercise Price, Granted | $ / shares 1.52
Weighted Average Exercise Price, Cancelled | $ / shares 2.4
Weighted Average Exercise Price, Ending Balance | $ / shares 5.34
Weighted Average Exercise Price, Exercisable at Mrach 31, 2024 | $ / shares $ 5.62
v3.24.1.u1
Summary of Stock-based Compensation Expenses (Detail) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense $ 215,430 $ 403,263
Research, Development and Patents    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense 81,669 141,118
General and Administrative    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense $ 133,761 $ 262,145
v3.24.1.u1
Schedule of Assumptions Used in Estimating Fair Value of Options Granted and Performance-Based Stock Options (Detail) - Stock Option
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Weighted-average assumptions for stock options and ESPP    
Risk-free interest rate 4.21% 3.60%
Expected volatility of common stock 74.05% 77.96%
Dividend yield 0.00% 0.00%
Expected term (in years) 5 years 3 months 18 days 5 years 4 months 17 days
v3.24.1.u1
Stockholders' Equity - Additional Information (Detail) - USD ($)
3 Months Ended
Aug. 23, 2019
Mar. 31, 2024
Mar. 31, 2023
ATM Agreement      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Issuance of common stock in a private transaction, net of issuance costs, shares   0 0
2019 at-the-market issuance sales agreement | B. Riley FBR      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Sales commission as a percentage of gross proceeds 3.50%    
2019 at-the-market issuance sales agreement | Maximum | B. Riley FBR      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock purchase agreement, aggregate amount of common stock agreed to be purchased $ 75,000,000    
v3.24.1.u1
Net Loss Per Share - Additional Information (Detail) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Earnings Per Share [Abstract]    
Potentially dilutive outstanding stock options excluded from diluted net loss per common share 8,578,644 8,688,916

Medicinova (NASDAQ:MNOV)
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