MDVN Medivation, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2015

MEDIVATION, INC.

(Exact name of registrant as specified in its charter)

525 Market Street, 36^th Floor

San Francisco, California 94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 543-3470

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 7.01. Regulation FD Disclosure.

On June 19, 2015, Medivation, Inc. (the “Company”), announced the redemption of all of its outstanding 2.625% Convertible Notes due 2017. A copy of the notice to noteholders relating to the redemption is furnished pursuant to Item 7.01 as Exhibit 99.1 hereto. A copy of the Company’s press release announcing the redemption of its 2.625% Convertible Notes due 2017 is furnished pursuant to Item 7.01 as Exhibit 99.2 hereto.

The information in this report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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 hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

NOTICE OF FULL REDEMPTION

MEDIVATION, INC.

2.625% Convertible Senior Notes due 2017 (the “Notes”)

CUSIP No. 58501N AA9

NOTICE IS HEREBY GIVEN TO THE

HOLDERS of the above-referenced Notes

Pursuant to Section 6.03 of the Indenture, dated as of March 19, 2012 (as modified by that certain First Supplemental Indenture dated March 19, 2012, the “Indenture”; capitalized terms used and not defined herein have the meanings given to such terms in the Indenture) between Medivation, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (referred to herein alternatively as the “Trustee”, the “Conversion Agent” or the “Paying Agent”), relating to the above-referenced 2.625% Convertible Senior Notes due 2017 (the “Notes”), and pursuant to Article 6 of the Indenture, the Company has elected to redeem and will redeem on July 24, 2015 (the “Redemption Date”) $167,748,000.00 aggregate principal amount of the outstanding Notes at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest on the Notes redeemed to, but not including, the Redemption Date (the “Redemption Price”). Holders of the Notes will be paid the Redemption Price upon presentation and surrender of their Notes for redemption to the Paying Agent at the address indicated below. Notes called for redemption must be so surrendered in order to collect the Redemption Price. The address of the Paying Agent and the Conversion Agent is as follows:

Delivery to:

Wells Fargo Bank, National Association Customer Service can be reached at 1-800-344-5128.

The Notes called for redemption may be converted at any time before the Close of Business on July 22, 2015, the second Business Day immediately preceding the Redemption Date. Holders who want to convert Notes must satisfy the requirements set forth in this Notice of Full Redemption and in the Indenture. The Conversion Rate is 19.5172 shares of Common Stock per $1,000 principal amount of Notes. The Company has elected to settle any such conversion through the payment or delivery, as the case may be, of a combination of cash and Common Stock, if any, with a Specified Dollar Amount of $1,000. To convert a Note, the Holder must transfer the Note to the Conversion Agent through the facilities of the Depository Trust Company (the “DTC”), comply with the applicable procedures of the DTC for conversion of the Notes, and, if the Holder requests any shares of Common Stock issuable upon conversion be issued in a name other than the Holder, pay any required taxes or duties pursuant to Section 5.09 of the Indenture.

Notes called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price. On the Redemption Date, the Redemption Price will become due and payable on Notes called for redemption and, unless earlier converted or the Company defaults in making payment of the Redemption Price or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, interest on Notes called for redemption shall cease to accrue on and after the Redemption Date. If any Note contains a CUSIP or ISIN number, no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in this Notice of Full Redemption and the holder should rely only on the other identification numbers printed on the Notes.

IMPORTANT NOTICE

Under applicable United States federal income tax law, the Paying Agent making payment of the Redemption Price and the Conversion Agent making payment of the Conversion Price to a holder may be obligated to withhold a percentage of the payment unless such holder has (i) furnished a valid taxpayer identification number and certification that the number supplied is correct or (ii) has otherwise established that such holder is not subject to

backup withholding. Holders of the Notes who wish to avoid the application of these provisions should submit either a completed IRS Form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate IRS Form W-8 (use only if you are neither a U.S. person or a resident alien), when presenting the Notes for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515, IRS Form W-9, and IRS Form W-8 forms and corresponding instructions are available through the IRS website at www.irs.gov.

Dated: June 19, 2015

Exhibit 99.2

Medivation Contacts

Rick Bierly

Chief Financial Officer

(415) 543-3470

Anne Bowdidge

Senior Director, Investor Relations

(650) 218-6900

MEDIVATION TO REDEEM OUTSTANDING CONVERTIBLE NOTES DUE 2017

SAN FRANCISCO, CA – June 19, 2015 – Medivation, Inc. (Nasdaq: MDVN) today announced that it has issued a notice of redemption to redeem on July 24, 2015 all of its outstanding 2.625% Convertible Notes due 2017 (the “Notes”). As of June 18, 2015, $167.7 million of the Notes was outstanding. The last reported sale price of Medivation’s common stock was $116.62 per share on June 18, 2015.

The notice of redemption provides that the Notes called for redemption would be redeemed at a stated redemption price equal to 100% of the aggregate principal amount of such Notes, plus accrued and unpaid interest to (but not including) the redemption date.

Holders may convert the Notes at any time prior to the close of business on July 22, 2015 at a conversion rate of 19.5172 shares of Medivation’s common stock per $1,000 principal amount of Notes (which is equivalent to a conversion price of approximately $51.24 per share) with a related Conversion Period (as defined in the Indenture for the Notes) of June 23, 2015 through July 21, 2015. Holders who want to convert their Notes must satisfy the requirements set forth in Article 5 of the Indenture for the Notes. In the event that holders elect to convert their Notes in connection with the redemption, the Company will satisfy its conversion obligations to holders by paying cash equal to the principal amount of the Notes and any conversion obligation in excess of the principal amount will be paid in shares of Medivation’s common stock.

Medivation’s notice to holders specifying the terms, conditions and procedures for the redemption and/or conversion is available through The Depository Trust Company and the Trustee, Wells Fargo Bank, National Association.

Wells Fargo Bank, National Association, in their capacity as either paying agent for the redemption or conversion agent, can be contacted at 1-800-344-5128.

About Medivation Inc.

Medivation, Inc. is a biopharmaceutical company focused on the development and commercialization of medically innovative therapies to treat serious diseases for which there are limited treatment options. Medivation aims to transform the treatment of these diseases and offer hope to critically ill patients and their families. For more information, please visit us at http://www.medivation.com

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