false 0001513818 0001513818 2023-10-02 2023-10-02
 
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): October 2, 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
(Registrant’s 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. ☐
 
 
 
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.  
 
On October 2, 2023, Aravive, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders voted on six (6) 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 Annual Meeting, which was filed on September 5, 2023, as amended on September 22, 2023 with the Securities and Exchange Commission (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 III directors, each to serve a three-year term expiring at the 2025 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. Gail McIntyre, Ph.D.
  
39,981,767
  
762,233
  
10,967,770
2. Peter T.C. Ho, M.D., Ph.D.
  
39,666,060
  
1,077,939
  
10,967,771
 
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
 
The stockholders ratified and approved the appointment of BDO USA P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2023, based on the votes set forth below:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
             
51,125,191
  
548,918
  
37,661
  
0
 
Proposal 3—Advisory vote on the approval executive compensation
 
The stockholders approved, on an advisory basis, the compensation of the Company’s named executed officers based on the votes set forth below:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
             
38,279,427
  
970,339
  
1,494,234
  
10,967,770
 
Proposal 4— Transfer of all or substantially all of the Company’s assets through an assignment for the benefit of creditors if the Board of Directors of the Company deems such transfer to be in the best interests of the stockholders, which approval shall include authorization for the Board of Directors to abandon such assignment for the benefit of creditors.
 
The stockholders approved, the transfer of the Company’s assets through an assignment if the Board of Directors deems such transfer to be in the best interests of the stockholders, based on the votes set forth below:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
             
39,848,330
  
863,789
  
31,880
  
10,967,771
 
Proposal 5— Effect the voluntary dissolution and liquidation of the Company pursuant to a plan of dissolution in the form attached to the proxy statement asAppendix Aif the Board of Directors deems such action to be in the best interests of the stockholders, which approval shall include authorization for the Board of Directors to abandon such dissolution.
 
The stockholders approved, the voluntary dissolution and liquidation of the Company pursuant to a plan of dissolution if the Board of Directors deems such action to be in the bests interests of the stockholders, based on the votes set forth below:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
             
39,862,877
  
853,763
  
27,360
  
10,967,770
 
Proposal 6— Adjournment of the 2023 Annual Meeting, if the Board of Directors determines it to be necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of any of Proposal 4–the assignment for the benefit of creditors, and/or Proposal 5–the dissolution.
 
The stockholders approved, the adjournment of the 2023 Annual Meeting, based on the votes set forth below; however, an adjournment was not needed as Proposals 4 and 5 received a sufficient number of votes for approval:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
             
49,687,499
  
1,585,307
  
135,419
  
303,545
 
2
 
 
Item 9.01.   Financial Statements and Exhibits.
 
(d) Exhibits.
     
Exhibit
Number
  
Description
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
3
 
 
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: October 3, 2023
ARAVIVE, INC.
(Registrant)
  
 
By:
/s/ Gail McIntyre
  
   
Name: Gail McIntyre
  
   
Title: Chief Executive Officer
  
 
4
v3.23.3
Document And Entity Information
Oct. 02, 2023
Document Information [Line Items]  
Entity, Registrant Name Aravive, Inc.
Document, Type 8-K
Document, Period End Date Oct. 02, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-36361
Entity, Tax Identification Number 26-4106690
Entity, Address, Address Line One River Oaks Tower
Entity, Address, Address Line Two 3730 Kirby Drive, Suite 1200
Entity, Address, City or Town Houston
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77098
City Area Code 936
Local Phone Number 355-1910
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock
Trading Symbol ARAV
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001513818
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