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( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , DC 20549 Form 10 - K ☑ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from . Delaware ( State or Other Jurisdiction of Incorporation or Organization ) to Commission file number : 001-33185 MEDICINOVA , INC . ( Exact Name of Registrant as Specified in its Charter ) 4275 Executive Square , Suite 300 , La Jolla , CA ( Address of Principal Executive Offices ) 33-0927979 ( I.R.S. Employer Identification No. ) 92037 ( Zip Code ) Title of Each Class ( 858 ) 373-1500 ( Registrant's Telephone Number , Including Area Code ) Securities registered pursuant to Section 12 ( b ) of the Act : Common Stock , par value $ 0.001 per share Trading Symbol MNOV Name of Each Exchange on Which Registered The NASDAQ Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes □ No ☑ 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 definitions of “ large accelerated filer ” , “ accelerated filer ” , “ smaller reporting company ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act .: Large accelerated filer Non - accelerated filer Emerging growth company ☐ ☑ ☐ Accelerated filer Smaller reporting company ☐ 凶 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Securities Exchange Act of 1934 ) . Yes □ No ☑ The aggregate market value of the registrant's common stock held by non - affiliates of the registrant was approximately $ 227,193,094 based on the closing price of the registrant's common stock on the NASDAQ Global Market of $ 5.42 per share on June 30 , 2020. Shares of common stock held by each executive officer and director and each affiliated entity has been excluded from this calculation . This determination of affiliate status may not be conclusive for other purposes . The number of outstanding shares of the registrant's common stock , par value $ 0.001 per share , as of February 16 , 2021 was 48,680,867 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant's 2021 Annual Meeting of Stockholders , which will be filed subsequent to the date hereof , are incorporated by reference into Part III of this Form 10 - K .