Entry into a Material Definitive Agreement

On August 23, 2019, MediciNova, Inc. (the "Company") entered into an at market issuance sales agreement (the "sales agreement") with B. Riley FBR, Inc. ("B. Riley FBR"), pursuant to which the Company may issue and sell shares of its common stock from time to time through or to B. Riley FBR as sales agent or principal. The issuance and sale of these shares by the Company under the sales agreement, if any, is subject to the continued effectiveness of the Company’s shelf registration statement on Form S-3 (File No. 333-233201) declared effective by the Securities and Exchange Commission (the "SEC") on August 22, 2019 and the prospectus supplement, dated August 23, 2019, as filed by the Company with the SEC, for the sale of up to $75,000,000 of shares of the Company’s common stock. The Company makes no assurance as to the continued effectiveness of its shelf registration statement.

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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 offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

Each time the Company wishes to issue and sell common stock under the sales agreement, the Company will provide a placement notice to B. Riley FBR containing the parameters in accordance with which shares are to be sold, including, but not limited to, the number or dollar value of shares to be issued and the dates on which such sales are requested to be made, subject to the terms and conditions of the sales agreement.

Subject to the terms and conditions of the sales agreement, B. Riley FBR will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits the Company may impose pursuant to the terms of the sales agreement). The Company is not obligated to make any sales of common stock under the sales agreement and may terminate the sales agreement at any time upon written notice. The Company will pay B. Riley FBR a commission of up to 3.5% of the gross proceeds from each sale. The Company has provided B. Riley FBR with customary indemnification rights.

The foregoing description of the sales agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the sales agreement into the Company’s above-referenced shelf registration statement on Form S-3.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Hemispherx Biopharma, Inc. Changes Name to AIM ImmunoTech Inc. Reflecting Ampligen’s® Immuno Modulation Progress in Ongoing Oncology Clinical Trials and ME/CFS

On August 23, 2019 Hemispherx Biopharma, Inc. (NYSE American: HEB), an immuno-tech company focused on the research and development of immunological agents to treat multiple types of cancers and immune-deficiency diseases, such as myalgic encephalomyelitis/chronic fatigue syndrome (ME/CFS), reported that it has changed its name to AIM ImmunoTech Inc. effective September 3, 2019 (Press release, Hemispherx Biopharma, AUG 23, 2019, View Source [SID1234538968]). Additionally, the Company announced that effective September 3, 2019, the Company’s ticker will change to "AIM." The Company’s common stock will continue to trade on the NYSE American.

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"Amplified Immunological Modulation — or ‘AIM’ — is what our company is all about. We are delighted to announce this name change, which we believe better reflects the core mission of the Company — developing synergistic immunological agents in the fields of lethal cancers and severe ME/CFS. We are a small company, fighting hard to bring meaningful cures to sick people currently without hope. Our AIM is to help others by advancing immunology and unlocking the human body’s ability to heal itself, in both ME/CFS and in highly lethal malignancies," said CEO Thomas K. Equels. "Further, I am very proud of our extensive clinical pipeline and cost-effective approach. We believe the fact that all our oncology trials are paid for by third-party entities through grants from government, NGOs and leading pharmaceutical companies provides significant validation of our clinical potential and a de facto de-risking of the programs."

Ampligen in Oncology

Five Ampligen clinical trials that are open for enrollment evaluating the safety and ability of Ampligen to increase the effectiveness of cancer immunotherapy, creating synergy for checkpoint blockade drugs by reprogramming the tumor microenvironment

Six additional cancer trials in various pre-enrollment stages using Ampligen plus checkpoint blockade or chemokine modulation

Ampligen in ME/CFS

In the late-stage development/pre-commercial phase for ME/CFS to meet this serious unmet medical need

An Orphan Drug Designation granted by the U.S. Food and Drug Administration in ME/CFS and the U.S. Food and Drug Administration has granted authorization for ME/CFS compassionate care clinics

Received Argentine commercial approval for the treatment of severe ME/CFS in 2016

"We remain highly encouraged by the clinical data to date, which supports the biological activity and strong safety profile of Ampligen," Equels continued. "As such, we look forward to announcing a number of key upcoming catalysts, which we believe will help drive significant shareholder value. As our new name suggests, we are taking AIM at these serious and lethal unmet medical needs."

Go here for a full report on Hemispherx’s ongoing Ampligen clinical trials, its Early Access Program for pancreatic cancer in Europe and its Expanded Access Program for ME/CFS in the United States.

Nevro to Present at Morgan Stanley 17th Annual Healthcare Conference

On August 23, 2019 Nevro Corp. (NYSE: NVRO), a global medical device company that is providing innovative, evidence-based solutions for the treatment of chronic pain, reported the Company will be participating in the Morgan Stanley 17th Annual Healthcare Conference in New York City (Press release, Nevro, AUG 23, 2019, View Source [SID1234538967]). Nevro Chairman, CEO and President D. Keith Grossman is scheduled to present on Monday, September 9, 2019 at 2:50 pm Eastern Time.

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A live webcast of the presentation, as well as an archived recording, will be available on the "Investors" section of the Company’s website at www.nevro.com.

ESSA Pharma Announces $36 Million Public Offering of Common Stock and Concurrent Private Placement

On August 23, 2019 ESSA Pharma Inc. (NASDAQ: EPIX; TSXV: EPI) ("ESSA" or the "Company"), a pharmaceutical company focused on developing novel therapies for the treatment of prostate cancer, is reported a public offering of equity securities of the Company in Canada and a concurrent private placement of equity securities in the United States (the "Offering") (Press release, ESSA, AUG 23, 2019, View Source [SID1234538966]). The Offering is being led by Soleus Capital and includes RA Capital Management as a new investor. Existing investors, including BVF Partners LP, among others, are also co-investing in the Offering.

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The Offering will be conducted in each of the provinces of British Columbia, Alberta and Ontario by way of a prospectus supplement dated August 23, 2019 to ESSA’s base shelf prospectus dated July 12, 2018 and in the United States on a private placement basis pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the "U.S. Securities Act"). Pursuant to the Offering, ESSA intends to issue up to 18,000,000 common shares (or pre-funded warrants in lieu of common shares) of the Company at a price of US$2.00 per common share for aggregate gross proceeds of up to US$36,000,000. Each pre-funded warrant (together with the common shares, the "Securities") entitles the holder thereof to acquire one common share (a "Warrant Share") at a nominal exercise price for a period of 60 months following the closing of the Offering.

The Offering will be undertaken on a best efforts basis pursuant to the terms and conditions of an agency agreement (the "Agency Agreement") dated August 23, 2019 between the Company and Bloom Burton Securities, Inc. ("Bloom Burton") as the Company’s sole agent for the Offering in Canada. Oppenheimer & Co. Inc., ("Oppenheimer", together with Bloom Burton, the "Agents") will act as the exclusive U.S. placement agent. The price of the Securities was determined by negotiation between the Company and the Agents in the context of the market.

The Company has applied to list the additional common shares and the Warrant Shares on the TSX Venture Exchange ("TSXV") and the Nasdaq Capital Market ("Nasdaq"). Listing will be subject to satisfying all of the requirements of the TSXV and Nasdaq. The Company expects to close the Offering on or about August 27, 2019, or such other date as may be mutually agreed to by the Company and the Agents, subject to satisfaction of customary closing conditions, including, but not limited to, the receipt of all necessary stock exchange approvals, such as the conditional approval of the TSX.

The Company intends to use the net proceeds of the Offering primarily to complete the Phase 1 dose-escalation, Phase 1 expansion, and Phase 1 combination studies with EPI-7386. In addition, the Company plans to conduct additional preclinical studies with EPI-7386 in various preclinical cancer models including prostate and breast cancer as well as to continue the development of additional Aniten molecules. The net proceeds from the Offering will also be used for working capital and general corporate purposes.

The issuance of the common shares under the Offering constitutes a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") due to the expected participation by certain insiders of the Company. These transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to nor the consideration paid by such persons would exceed 25.0% of the Company’s market capitalization.

The Securities have not been registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act ("U.S. Persons"), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.

Quest Diagnostics to Speak at the Baird 2019 Global Healthcare Conference

On August 23, 2019 Quest Diagnostics Incorporated (NYSE: DGX), the world’s leading provider of diagnostic information services, reported that it is scheduled to speak at the Baird 2019 Global Healthcare Conference in New York (Press release, Quest Diagnostics, AUG 23, 2019, View Source [SID1234538965]). Steve Rusckowski, Chairman, President and CEO and Jim Davis, Executive Vice President, General Diagnostics will discuss the company’s vision, goals and two-point strategy to accelerate growth and drive operational excellence. The presentation is scheduled for Thursday, September 5, 2019 at 11:25 a.m. Eastern Time.

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The presentation will be webcast live during the conference and will be available on the company’s investor relations page which can be accessed at ir.QuestDiagnostics.com. In addition, the archived webcast will be available within 24 hours after the conclusion of the live event and will remain available until October 5, 2019.