📄 What This Proxy Statement Is 📜

This document is an Amended Preliminary Proxy Statement (PRER14A), which is required by the SEC before a major annual gathering of stockholders. Think of this as the official instruction manual and agenda for the 2026 Annual Meeting of Stockholders.

The goal is to inform current and potential voters about critical corporate actions and governance matters that require their vote. 👉 You should review this statement carefully, as your vote on these proposals determines the future direction and leadership of MediciNova, Inc.

🏢 Who Is MediciNova, Inc.? 🧬

MediciNova, Inc. is a company focused on the life sciences sector, positioning itself within the complex and highly regulated industry of healthcare and pharmaceuticals. The company's activities are geared toward research, development, and advancing clinical drug development programs.

Leadership insight: The Board believes that the combined experience of its directors—ranging from finance and corporate law to medical practice and clinical development—provides the necessary skills to guide the company.

👉 The company's stock is traded on two exchanges: The Nasdaq Global Market under the symbol MNOV, and the Standard Market of the Tokyo Stock Exchange under the code 4875.

🗓️ Annual Meeting Details and Logistics 📍

The filing clearly sets the date, time, and location for the 2026 Annual Meeting of Stockholders, which is crucial for all shareholders planning to vote or attend.

Key Meeting Information:

Date and Time: Tuesday, June 23, 2026, at 1:00 p.m. Pacific Daylight Time.
Location: 4275 Executive Square, Suite 300, La Jolla, California 92037.
Record Date: Stockholders must be of record as of the close of business on April 24, 2026, to be entitled to vote.

How to Vote: MediciNova makes voting highly accessible, offering multiple methods:

Online: Accessible via the internet until 11:59 p.m. Eastern Time on Monday, June 22, 2026.
By Phone: Available 24 hours a day until 11:59 p.m. Eastern Time on Monday, June 22, 2026, by dialing 1-800-454-8683.
In Person/By Mail: Requires following instructions on the proxy card.

👉 The proxy solicitor for questions about voting methods and proposals is ADVANTAGE PROXY at (877) 870-8565 (toll free).

👤 Board Leadership and Corporate Governance 🏛️

This section details the structure and rules governing the company's leadership. MediciNova is required to maintain certain governance standards, such as listing on Nasdaq.

Board Structure Highlights:

The Board currently consists of five members.
It is divided into three classes, serving staggered three-year terms: Class I (expiring at the 2026 Annual Meeting), Class II (expiring 2027), and Class III (expiring 2028).
Independence: The Board must ensure that a majority of members qualify as “independent directors” under Nasdaq rules.
Independent Directors: The Board has affirmatively determined that Ms. Beaver, Mr. Nagao, and Ms. Lemerond are independent.
Non-Independent Directors: Dr. Iwaki (CEO/Chairman) and Dr. Matsuda (CMO) are not independent due to their current employment with the company.

Board Committees (Oversight Roles): The Board utilizes three standing committees, each chaired by an independent director:

Audit Committee: (Chair: Ms. Beaver) Reviews accounting and financial reporting.
Compensation Committee: (Chair: Ms. Lemerond) Determines executive compensation policies.
Nominating and Corporate Governance Committee: (Chair: Mr. Nagao) Recommends candidates and oversees governance guidelines.

👉 The Board recommends that the CEO and CMO serve on the Board, noting that "the Board believes [they] have the appropriate set of skills to serve as a member of our Board."

🤵 Executive Leadership and Directors 👩‍⚕️

The proxy statement provides detailed biographical information on all board members and key executives, giving voters a deep look at the people guiding the company.

Key Executives:

Yuichi Iwaki, M.D., Ph.D. (President, CEO and Executive Chairman): A founder of the company who has extensive experience in advising pharmaceutical companies and venture capital funds for over 30 years.
Kazuko Matsuda, M.D., Ph.D., MPH (Chief Medical Officer): Appointed in September 2011, she has responsibility for all clinical development and holds an M.D. and Ph.D.
David H. Crean, Ph.D. (Chief Business Officer): Has served since May 2021 and is a managing partner at Cardiff Advisory LLC.

Director Profiles:

Hideki Nagao: Has 40 years of experience in finance and corporate law with financial institutions in Japan.
Nicole Lemerond: Has over 25 years of experience in investment management, private equity, and investment banking, with expertise in healthcare companies.
Carolyn Beaver: Background includes public accounting (KPMG LLP) and executive roles at multiple large companies like Beckman Coulter, Inc.

🗳️ Proposal One: Electing Class I Directors 👨‍💼

This proposal asks stockholders to elect two Class I directors, who represent the current slate of leadership.

Details:

Nominees: The Board has nominated Hideki Nagao and Nicole Lemerond to fill these Class I roles.
Terms: If elected, these directors will hold office until the Annual Meeting of stockholders in 2029.
Board Recommendation: The Board recommends a vote “FOR” electing both nominees.

How to Win: Directors are elected by a majority of the votes cast. This means the votes FOR must exceed the votes AGAINST.

💼 Proposal Two: Ratifying the Independent Auditor 📈

This proposal seeks stockholder approval for the Audit Committee’s selection of an independent accounting firm.

The Firm:

The committee selected BDO USA, P.C. ("BDO") to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Recommendation: The Board recommends a vote “FOR” this ratification.

Financial Oversight:

The Audit Committee is required to review and approve all audit and non-audit services to maintain the firm's objectivity.
Historical Fees: The table provides transparency on the fees paid to BDO:
- 2025: Total Fees were $570,934.
- 2024: Total Fees were $469,270.

How to Win: Approval requires an affirmative vote from a majority of shares present and voting.

📈 Proposal Three: Increasing Authorized Shares 🚀

The Board is requesting a major corporate change to increase the number of common shares the company is legally allowed to issue.

The Change:

The proposal amends the Restated Certificate of Incorporation to increase the total number of authorized common shares from 100,000,000 to 247,000,000 shares.
Purpose: The Board states this increase provides "greater flexibility" and allows the company to issue shares "without the expense and delay of seeking stockholder approval" when needed.
Potential Uses: The additional shares could be used for financing, employee incentives (equity incentive plans), partnerships, or strategic investments.

Why It Matters (The Impact):

While the shares themselves are identical in power and rights, this increase means stockholders will own a smaller percentage of shares relative to the total authorized shares.
The Board cautions that future sales of substantial amounts of common stock could potentially affect the market price or ability to raise additional capital.

🗓️ Proposal Four: Adjourning the Meeting ⏳

This final proposal asks voters to approve the ability to postpone the annual meeting.

The Goal:

If approved, the Board gains the authority to adjourn the meeting (and any subsequent adjourned sessions) to gather enough votes for the other proposals.
Board Rationale: The Board believes that if there are insufficient votes for any proposal, it is in the stockholders' best interest to continue seeking additional votes.
Recommendation: The Board recommends a vote “FOR” approval of the adjournment.

🤝 Related Party Transactions and Compensation 💰

This section addresses any potential conflicts of interest and compensation arrangements.

Related Party Rules:

The Audit Committee is responsible for reviewing all related party transactions to identify potential conflicts of interest.
Threshold: The company must disclose transactions involving an amount greater than the lesser of $120,000 or 1% of the average of total assets for the last two completed fiscal years.
Disclosure: Since January 1, 2024, the filing reports that they were involved in no transactions exceeding this disclosure threshold involving a director, executive, or a 5%+ shareholder.

Executive Compensation:

The Compensation Committee is responsible for determining general compensation policies.
The Committee reviews and approves compensation packages for officers and determines equity-based compensation for directors, officers, and employees.

📞 Resources and Contacts ✉️

If stockholders have questions about the proposals, voting procedures, or general governance, specific contacts are provided.

Proxy Materials Available: The Proxy Statement and 2025 Annual Report are available online at https://materials.proxyvote.com/58468P.
Physical Address for Requests: MediciNova, Inc., 4275 Executive Square, Suite 300, La Jolla, California 92037.
Proxy Solicitor: ADVANTAGE PROXY, (877) 870-8565 (toll free).

🧠 The Analogy

Voting on a proxy statement is like signing a pre-vetted contract for a major decision. The company is not asking you to sign up for a single product; rather, they are presenting a checklist of four key votes—new leaders, the accountant, more "IOUs" (authorized shares), and extra time—and asking you to formally consent to all of them so the Board can continue running the business smoothly.

🧩 Final Takeaway

This meeting is primarily a governance exercise, seeking shareholder approval for operational fluidity (more shares) and basic oversight (auditor and new directors), highlighting that the Board is making structural changes to ensure the company has the flexibility to finance future strategic deals.

MNOV increases authorized shares from 100 million to 247 million total