As filed with the Securities and Exchange Commission on March 15, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARAVIVE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-4106690 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
LyondellBasell Tower
1221 McKinney Street, Suite 3200
Houston, Texas 77010
(Address, including zip code, of principal executive offices)
Aravive, Inc. 2014 Equity Incentive Plan
Aravive, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plans)
Jay P. Shepard
Chief Executive Officer
Aravive, Inc.
LyondellBasell Tower
1221 McKinney Street, Suite 3200
Houston, Texas 77010
(936) 355-1910
(Name, address of and telephone number, including area code, of agent for service)
Copies to:
| Leslie Marlow, Esq. |
| Hank Gracin, Esq |
| Patrick J. Egan, Esq. |
| Gracin & Marlow, LLP |
| The Chrysler Building |
| 405 Lexington Avenue, 26th Floor |
| (Name, address and telephone number) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| 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. ☒
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee(3) | ||||
| Common Stock, par value $0.0001 per share |
||||||||
| —2014 Equity Incentive Plan (4) |
506,977 | $6.16 | $3,122,978.32 | $378.51 | ||||
| —2014 Employee Stock Purchase Plan (5) |
50,000 | $6.16 | $308,000 | $37.33 | ||||
| Total |
556,977 | $6.16 | $3,430,978.32 | $415.84 | ||||
|
| ||||||||
|
| ||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. |
| (2) | Calculated pursuant to Rule 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The price for the shares under the plan is based upon the average of the high and low sale prices of the Registrant’s common stock reported on the NASDAQ Capital Market on March 14, 2019. |
| (3) | Calculated under Section 6(b) of the Securities Act as .00012120 of the proposed maximum aggregate offering price. |
| (4) | Represents shares of common stock that were automatically added to the number of shares authorized for issuance under the 2014 Equity Incentive Plan (the “2014 EIP”) on January 1, 2019 pursuant to an “evergreen” provision contained in the 2014 EIP. |
| (5) | Represents shares of common stock that were automatically added to the number of shares authorized for issuance under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on January 1, 2019 pursuant to an “evergreen” provision contained in the 2014 ESPP. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Aravive, Inc. (f/k/a Versartis, Inc.) (the “Registrant” or the “Company”) for the purpose of registering an aggregate additional 556,977 shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), that may be issued pursuant to the Registrant’s equity incentive plans pursuant to “evergreen” provisions contained therein, respectively, as follows: (i) 506,977 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2014 Equity Incentive Plan (the “2014 EIP”) on January 1, 2019, and (ii) 50,000 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on January 1, 2019. These additional shares of Common Stock are securities of the same class as other securities for which registration statements on Form S-8 have been previously filed with the Securities and Exchange Commission (the “Commission”), which are described below. As disclosed above, these additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2014 EIP and the 2014 ESPP, which provide that the total number of shares subject to such plans will be increased each year pursuant to a specified formula.
Each of the Registrant’s Form S-8 Registration Statements filed with the Commission on April 1, 2014 (File No. 333-194949), May 14, 2015 (File No. 333-204178), March 8, 2016 (File No. 333-210013), March 10, 2017 (File No. 333-216586), and October 17, 2018 (File No. 333-227865), which relate to the 2014 EIP and 2014 ESPP, is incorporated herein by reference and made a part hereof.
In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
| • | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on March 15, 2019; |
| • | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018; and |
| • | The description of the Registrant’s common stock that is contained in a registration statement on Form 8-A filed on March 19, 2014 (File No. 001-36361) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
As of the date of this Registration Statement, an attorney of Gracin & Marlow, LLP beneficially owns securities exercisable to purchase an aggregate of 20,425 shares of the Registrant’s capital stock.
Item 8. Exhibits.
* Filed herewith.
| (1) | Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 26, 2014, and incorporated herein by reference. |
| (2) | Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 16, 2018, and incorporated herein by reference. |
| (3) | Filed as Exhibit 3.2 to Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 16, 2018, and incorporated herein by reference. |
| (4) | Filed as Exhibit 3.6 to Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 15, 2019, and incorporated herein by reference. |
| (5) | Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-193997), filed with the Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference. |
| (6) | Filed as Exhibit 10.6 to Registrant’s Registration Statement on Form S-1 (File No. 333-193997), filed with the Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference. |
| (7) | Filed as Exhibit 99.5 to Registrant’s Registration Statement on Form S-8 (File No. 333-194949), filed with the Securities and Exchange Commission on April 1, 2014, and incorporated herein by reference. |
| (8) | Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 17, 2014, and incorporated herein by reference. |
| (9) | Filed as Exhibit 10.9 to Registrant’s Registration Statement on Form S-1 (File No. 333-193997), filed with the Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 15th day of March, 2019.
| ARAVIVE, INC. | ||
| By: | /s/ Jay P. Shepard | |
| Jay P. Shepard | ||
| Chief Executive Officer | ||
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jay P. Shepard and Vinay Shah, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, whether pre-effective or post-effective, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, or his or their substitute or substitutes, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments hereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, or any of them, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Jay P. Shepard |
Chief Executive Officer and Director | March 15, 2019 | ||
| Jay P. Shepard | (Principal Executive Officer) | |||
| /s/ Vinay Shah |
Chief Financial Officer | March 15, 2019 | ||
| Vinay Shah | (Principal Financial Officer) | |||
| /s/ Kevin Haas |
Vice President, Finance | March 15, 2019 | ||
| Kevin Haas | (Principal Accounting Officer) | |||
| /s/ Srinivas Akkaraju |
Director | March 15, 2019 | ||
| Srinivas Akkaraju, M.D., Ph.D. | ||||
| /s/ Amato Giaccia |
Director | March 15, 2019 | ||
| Amato Giaccia, Ph.D. | ||||
| /s/ Robert E. Hoffman |
Director | March 15, 2019 | ||
| Robert E. Hoffman | ||||
| /s/ Shahzad Malik |
Director | March 15, 2019 | ||
| Shahzad Malik, M.D. | ||||
| /s/ Raymond Tabibiazar |
Director | March 15, 2019 | ||
| Raymond Tabibiazar, M.D. | ||||
| /s/ Eric Zhang |
Director | March 15, 2019 | ||
| Eric Zhang | ||||