arav-8k_20190913.htm

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): September 12, 2019

 

Aravive, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-36361

 

26-4106690

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

 

(IRS Employer

Identification No.)

River Oaks Tower

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

(Address of principal executive offices)

 

(936) 355-1910

(Registrant’s telephone number, including area code)

 

LyondellBasell Tower

1221 McKinney Street, Suite 3200

Houston, Texas 77010

(Former Name, Former Address and Former Fiscal Year, 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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

ARAV

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

 

Emerging growth company  

 

 

If an emerging growth company, indicate by checkmark 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.  

 


Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 12, 2019, Aravive, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s stockholders approved the Company’s 2019 Equity Incentive Plan.  A description of the 2019 Equity Incentive Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on August 9, 2019 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “Proposal 3—APPROVAL OF THE 2019 EQUITY INCENTIVE PLAN”, which is incorporated herein by reference.  The description is qualified in its entirety by reference to the full text of the 2019 Equity Incentive Plan, a copy of which is included as an exhibit hereto and attached to the Definitive Proxy Statement as Appendix A.

 

On September 12, 2019, the Board of Directors (the “Board”) granted, under the Company’s 2019 Stock Incentive Plan, options to each of the Company’s six non-executive members of the Board to purchase 7,500 shares of common stock of the Company, which vest pro rata on a monthly basis commencing on October 12, 2019 for the next 12 months with full vesting, if not fully vested at such time, on the date of the Company’s next annual meeting of stockholders.  All of  the stock options granted have an exercise price of $5.77 per share and, subject to early expiration, expire ten years after their date of grant.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.  

 

On September 12, 2019, at the Annual Meeting, the Company’s stockholders voted on the following three (3) proposals and cast their votes as described below.  These matters are described in detail in the Definitive Proxy Statement.

 

The final results for the Proposals as set forth in the Definitive Proxy Statement are as follows:

 

Proposal 1 — Election of Directors

 

The following two (2) individuals were elected as Class II directors, to serve until the 2022 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified with the following votes:

 

 

 

 

 

 

 

 

 

Name of Director

 

Votes For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

1. Jay P. Shepard

 

7,314,832

 

65,296

 

1,961,069

 

2. Amato Giaccia

 

6,652,406

 

727,722

 

1,961,069

 

 

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

 

The stockholders ratified and approved the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 based on the votes set forth below:

  

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

8,356,569

 

983,030

 

1,598

 

0

 

 

Proposal 3 — Approval of our 2019 Equity Incentive Plan

 

As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted the Company’s 2019 Equity Incentive Plan.  The results of the voting for this approved proposal were as follows:

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

6,226,844

 

1,099,203

 

54,081

 

1,961,069

 

 



 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

Exhibit No.

 

Description

 

 

 

10.1

 

The Aravive, Inc. 2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 9, 2019)

 

 

 



 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ARAVIVE, INC.

(Registrant)

 

 

Date: September 13, 2019

By:

 

/s/ Jay P. Shepard

 

Name:

 

Jay P. Shepard

 

Title:

 

Chief Executive Officer