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MEDICINOVA INC

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

MNOV$1.46+0.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0000950170-25-109041

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001193125-25-277779

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 48 previous paragraphs and 51 current paragraphs.

34 unchanged; 11 reworded; 5 added; 3 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

General and administrative expenses were $1.8 million and $1.4 million for the three months ended September 30, 2025 and 2024, respectively. The increase of $0.4 million was primarily driven by upfront costs associated with the Standby Equity Purchase Agreement, or SEPA, and increased professional fees, partially offset by decreased stock-based compensation expenses and accounting expenses.

Current report

Comparison of the nine months ended September 30, 2025 and 2024

Current report

General and administrative expenses were $4.6 million and $4.2 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $0.4 million was primarily driven by SEPA fees, and increases in professional and investor relation expenses, partially offset by decreased payroll costs from a reduction in headcount and decreased stock-based compensation expense.

Current report

On July 30, 2025, we entered into a SEPA, with YA II PN, LTD., a Cayman Islands exempt limited company, or Yorkville. Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville from time to time up to $30.0 million of our common stock, during the 36 months following the execution of the SEPA, subject to the restrictions and satisfaction of the conditions in the SEPA. At our option, the shares of common stock would be purchased by Yorkville from time to time at a price equal to 97% of the lowest of the three daily volume weighted average prices (VWAPs), during a three consecutive trading day period commencing on the date that we, subject to certain limitations, deliver to Yorkville a notice that we are committing Yorkville to purchase such shares of common stock. We may also specify a certain minimum acceptable price per share for a drawdown under the SEPA. As consideration for Yorkville's irrevocable commitment to purchase common stock, we paid Yorkville a $25,000 structuring fee along with a commitment fee of $375,000, recorded as General and Administrative expense. Under the applicable rules of Nasdaq and pursuant to the SEPA, in no event may we issue or sell to Yorkville more than 9,804,345 shares of common stock, or the Exchange Cap, which is 19.99% of the shares of common stock outstanding immediately prior to the execution of the SEPA, unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap or (ii) the average price of all applicable shares of common stock under the SEPA equals or exceeds $1.33 per share (which represents the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) on the trading day immediately preceding July 30, 2025 or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding July 30, 2025). Pursuant to the SEPA, Yorkville shall not be obliged to purchase or acquire any shares of common stock under the SEPA which, when aggregated with all other shares of our common stock beneficially owned by Yorkville and its affiliates, would result in the beneficial ownership of Yorkville and its affiliates (on an aggregated basis) exceeding 4.99% of the then outstanding voting power or number of outstanding shares of our common stock.

Current report

Pursuant to a financial advisory agreement between us and D. Boral Capital LLC (D. Boral), we have also agreed to pay D. Boral a fee equal to three percent of the gross proceeds received from any shares that we sell to Yorkville pursuant to the SEPA.
Removed paragraphs (3)

Previous report

General and administrative expenses were $1.4 million for both the three months ended June 30, 2025 and 2024 as there were no significant changes in the items comprising general and administrative expense quarter over quarter.

Previous report

General and administrative expenses were $2.8 million for both the six months ended June 30, 2025 and 2024 as there were no significant changes in the items comprising general and administrative expense quarter over quarter.
Reworded paragraphs (11)

Previous wording

We have incurred significant net losses since our inception. As of June 30, 2025, from inception, our accumulated deficit was $432.9 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.

Current wording

We have incurred significant net losses since our inception. As of September 30, 2025, from inception, our accumulated deficit was $435.9 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.

Previous wording

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, 2024. There have not been any material changes to the critical accounting policies discussed therein during the six months ended June 30, 2025.

Current wording

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, 2024. There have not been any material changes to the critical accounting policies discussed therein during the nine months ended September 30, 2025.

Previous wording

Revenues were $0.1 million and $0.0 million for the three months ended June 30, 2025 and 2024, respectively. The increase of $0.1 million was due to revenue recognized under our agreement with Mayo, which was entered into in December 2024 and which began enrolling patients in March 2025 and principal services began April 2025.

Current wording

Revenues were $0.1 million and $0.0 million for the three months ended September 30, 2025 and 2024, respectively. The increase of $0.1 million was due to revenue recognized under our agreement with Mayo, which was entered into in December 2024 and which began enrolling patients in March 2025, and under which principal services began in April 2025.

Previous wording

Research, development and patents expenses were $2.2 million and $1.6 million for the three months ended June 30, 2025 and 2024, respectively. The increase of $0.6 million was primarily driven by an increase in MN-166 related expenses for MRC-001 Pharmacokinetic (PK) study and degenerative cervical myelopathy (DCM) study expenses, partially offset by decreased payroll costs from a reduction in headcount.

Current wording

Research, development and patents expenses were $1.6 million and $1.9 million for the three months ended September 30, 2025 and 2024, respectively. The decrease of $0.3 million was primarily driven by a decrease in MN-166 related expenses relating to a MRC-001 Pharmacokinetic (PK) study, as well asdecreased MN-166 manufacturing costs and stock-based compensation expense.

Previous wording

Revenues were $0.1 million and $0.0 million for the six months ended June 30, 2025 and 2024, respectively. The increase of $0.1 million was due to revenue recognized under our agreement with Mayo, which was entered into in December 2024 and which began enrolling patients in March 2025 and principal services began April 2025.

Current wording

Revenues were $0.3 million and $0.0 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $0.3 million was due to revenue recognized under our agreement with Mayo, which was entered into in December 2024 and which began enrolling patients in March 2025, and under which principal services began in April 2025.

Previous wording

Cost of services were $0.1 million and $0.0 million for the six months ended June 30, 2025 and 2024, respectively. The increase of $0.1 million was due to the costs incurred for services provided related to the Mayo agreement.

Current wording

Cost of services were $0.2 million and $0.0 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $0.2 million was due to the costs incurred for services provided related to the Mayo agreement.

Previous wording

Research, development and patents expenses were $4.0 million and $3.4 for the six months ended June 30, 2025 and 2024, respectively. The increase of $0.6 million wasprimarily driven by an increase in MN-166 related expenses for MRC-001 PK study and DCM study expenses, and an increase in MN-001 clinical trial expenses, partially offset by decreased MN-166 manufacturing costs and decreased payroll costs from a reduction in headcount.

Current wording

Research, development and patents expenses were $5.6 million and $5.3 for the nine months ended September 30, 2025 and 2024, respectively. The increase of $0.3 million wasprimarily driven by an increase in MN-166 related expenses for a MRC-001 PK study and adegenerative cervical myelopathy (DCM) study, and an increase in MN-001 clinical trial expenses, partially offset by decreased MN-166 manufacturing costs, decreased payroll costs from a reduction in headcount, and decreased stock-based compensation expense.

Previous wording

Interest income was $0.7 million and $0.8 million for the six months ended June 30, 2025 and 2024, respectively. The decrease of $0.1 million was primarily driven by a decrease in our cash balance generating interest. Interest income consists of interest earned on our cash and cash equivalents and investments.

Current wording

Interest income was $1.0 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease of $0.3 million was primarily driven by a decrease in our cash balance generating interest. Interest income consists of interest earned on our cash and cash equivalents and investments.

Previous wording

Net cash used in operating activities during the six months ended June 30, 2025 was $6.1 million compared to $6.7 million during the same period in 2024. The $0.6 million change is primarily related to thechanges in operating assets and liabilities for those periods.

Current wording

Net cash used in operating activities during the nine months ended September 30, 2025 was $7.8 million compared to $8.7 million during the same period in 2024. The $0.9 million change is primarily related to thechanges in operating assets and liabilities for those periods.

Previous wording

As of June 30, 2025, we had available cash and cash equivalents of $34.3 million and working capital of $32.5 million. As of the date of this report, we believe we have working capital sufficient to fund operations at least through August 2026. However, we cannot provide assurance that these capital resources will be sufficient to conduct all our research and development programs as planned.

Current wording

As of September 30, 2025, we had available cash and cash equivalents of $32.6 million and working capital of $29.6 million. As of the date of this report, we believe we have working capital sufficient to fund operations at least through November 2026. However, we cannot provide assurance that these capital resources will be sufficient to conduct all our research and development programs as planned.

Previous wording

No shares of common stock were sold under the ATM Agreement in the three and six months ended June 30, 2025 and 2024.

Current wording

No shares of common stock were sold under the ATM Agreement in the three and nine months ended September 30, 2025 and 2024.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

No shares of common stock were sold under the SEPA in nine months ended September 30, 2025.