arav20230117_8k.htm
false 0001513818 0001513818 2023-01-13 2023-01-13
 


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): January 13, 2023
 
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
(Registrants telephone number, including area code)
 
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 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. ☐


 
 

 
 
--12-31
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On January 17, 2023, Aravive, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) of the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of the Company’s authorized shares of common stock, par value $0.0001 per share (the “Common Stock”), from 100,000,000 to 250,000,000. The Certificate of Amendment was approved by the Company’s stockholders at the Company’s 2023 Special Meeting of Stockholders held on January 13, 2023.
 
To the extent applicable, the contents of Item 5.07 below are incorporated into this Item 5.03 by this reference.
 
Item 5.07. Submission of Matters to a Vote of Security Holders.  
 
On January 13, 2023, the Company held its 2023 Special Meeting of Stockholders (the “Special Meeting”) at which the Company’s stockholders voted on two (2) proposals (the “Proposals”) and cast their votes as described below.  These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, which was initially filed with the Securities and Exchange Commission (“SEC”) on November 30, 2022, as supplemented by the filing with the SEC of definitive additional materials on January 3, 2023 (the “Definitive Proxy Statement”).
 
At the Special Meeting, the Company’s stockholders were asked to vote on the following two (2) Proposals:
 
Proposal 1: Approval of an amendment (in the event it is deemed advisable by the Company’s Board of Directors (the “Board”)) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), to increase the number of the Company’s authorized shares of Common Stock from 100,000,000 to 250,000,000. This proposal is referred to as the “Authorized Shares Amendment” or “Proposal 1.”
 
The stockholders approved Proposal 1 to amend the Amended and Restated Certificate of Incorporation based on the votes listed below:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
49,609,356
 
1,699,580
 
6,777
 
0
 
After the Authorized Shares Amendment was approved by the requisite vote of the Company’s stockholders at the Special Meeting, the Board approved and declared advisable the Authorized Shares Amendment to increase the number of authorized shares of Common Stock from 100,000,000 to 250,000,000 and authorized the Company’s executive officers to effect the Authorized Shares Amendment by filing a Certificate of Amendment (the “Certificate of Amendment”) of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. As a result, on January 17, 2023, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware setting forth the Authorized Shares Amendment. The description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K.
 
 
Proposal 2:  Approval one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1. This proposal is referred to as the “Adjournment Proposal” or “Proposal 2.” The Adjournment Proposal was presented at the Special Meeting but not needed as Proposal 1 received a sufficient number of votes for approval.
 
The stockholders approved Proposal 2 based on the votes listed below:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
49,654,577
 
1,343,653
 
317,483
 
0
 
1
 
 
Item 9.01. Financial Statements and Exhibits. 
 
(d) Exhibits.
 
Exhibit
Number
 
Exhibit Description
3.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
2
 
 
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.
 
Date: January 18, 2023
ARAVIVE, INC.
(Registrant)
   
 
By:
 
/s/ Gail McIntyre
 
Name:
 
Gail McIntyre
 
Title:
 
Chief Executive Officer
 
3
ex_464793.htm

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF ARAVIVE, INC.

 

(Pursuant to Section 242 of the

General Corporation Law of the State of Delaware)

 

Aravive, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

 

DOES HEREBY CERTIFY:

 

1. That paragraph A in Article IV of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, be and hereby is deleted in its entirety and the following paragraphs are inserted in lieu thereof:

 

“A. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”  The total number of shares of all classes of stock which the Corporation shall have authority to issue is 255,000,000 shares, consisting of (i) 250,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”

 

2. This Certificate of Amendment of the Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law.

 

 

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https://cdn.kscope.io/66bb0000920c61f46399babc31f1fa2f-image01.jpg
 

 

 

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer and President this 17th day of January, 2023.

 

 

   
 

/s/ Gail McIntyre

 

Gail McIntyre

Chief Executive Officer and President