United States securities and exchange commission logo





                               July 1, 2020

       Gail McIntyre
       Chief Executive Officer
       Aravive, Inc.
       River Oaks Tower
       3730 Kirby Drive, Suite 1200
       Houston, TX 77098

                                                        Re: Aravive, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed June 29, 2020
                                                            File No. 333-239512

       Dear Ms. McIntyre:

              We have limited our review of your registration statement to
those issue we have
       addressed in our comment below. In our comment, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Registration Statement on Form S-3 filed June 29, 2020

       Description of Capital Stock
       Choice of Forum, page 12

   1.                                                   We note your disclosure
on page 12 that the company's certificate of incorporation
                                                        provides that the Court
of Chancery of the State of Delaware will be the exclusive forum
                                                        for certain litigation,
including "any derivative action or proceeding brought on our
                                                        behalf." Please
disclose whether this provision applies to actions arising under the
                                                        Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange
                                                        Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
                                                        liability created by
the Exchange Act or the rules and regulations thereunder, and Section
                                                        22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all
 Gail McIntyre
Aravive, Inc.
July 1, 2020
Page 2
      suits brought to enforce any duty or liability created by the Securities
Act or the rules and
      regulations thereunder. If the provision applies to Securities Act
claims, please also revise
      your prospectus to state that there is uncertainty as to whether a court
would enforce such
      provision and that investors cannot waive compliance with the federal
securities laws and
      the rules and regulations thereunder. If this provision does not apply to
actions arising
      under the Securities Act or Exchange Act, please tell us how you will
inform investors in
      future filings that the provision does not apply to any actions arising
under the Securities
      Act or Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Laura Crotty at 202-551-7614 or Christine Westbrook at
202-551-
5019 with any questions.



                                                             Sincerely,
FirstName LastNameGail McIntyre
                                                             Division of
Corporation Finance
Comapany NameAravive, Inc.
                                                             Office of Life
Sciences
July 1, 2020 Page 2
cc:       Leslie Marlow. Esq.
FirstName LastName