As filed with the Securities and Exchange Commission on January 29, 2024
Registration No. 333-271335
333-264445
333-254400
333-237425
333-233866
333-230348
333-227865
333-216586
333-210013
333-204178
333-194949
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Post-Effective Amendment No. 1 to Registration Statement No. 333-271335
Post-Effective Amendment No. 1 to Registration Statement No. 333-264445
Post-Effective Amendment No. 1 to Registration Statement No. 333-254400
Post-Effective Amendment No. 1 to Registration Statement No. 333-237425
Post-Effective Amendment No. 1 to Registration Statement No. 333-233866
Post-Effective Amendment No. 1 to Registration Statement No. 333-230348
Post-Effective Amendment No. 1 to Registration Statement No. 333-227865
Post-Effective Amendment No. 1 to Registration Statement No. 333-216586
Post-Effective Amendment No. 1 to Registration Statement No. 333-210013
Post-Effective Amendment No. 1 to Registration Statement No. 333-204178
Post-Effective Amendment No. 1 to Registration Statement No. 333-194949
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) |
River Oaks Tower
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
(Address, including zip code, of principal executive offices)
Aravive, Inc. 2019 Equity Incentive Plan
Aravive, Inc. 2014 Equity Incentive Plan
Aravive, Inc. 2014 Employee Stock Purchase Plan
Versartis, Inc. 2014 Equity Incentive Plan
Versartis, Inc. 2014 Employee Stock Purchase Plan
Versartis, Inc. 2009 Stock Plan
(Full title of the plans)
Gail McIntyre
Secretary and Authorized Officer
River Oaks Tower
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
(936) 355-1910
(Name, address of and telephone number, including area code, of agent for service)
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 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
On January 17, 2024, Aravive, Inc. (the “Company”) announced its intention to voluntarily terminate the listing of its shares of common stock, par value $0.0001 per share (the “Common Stock”) from the Nasdaq Global Select Market (the “Delisting”). On October 2, 2023, at the Company’s 2023 Annual Meeting of Stockholders, the Company’s stockholders approved the transfer of all or substantially all of the Company's assets through an assignment for the benefit of creditors (the “Assignment”) if the Company’s Board of Directors (the “Board”) deemed such transfer to be in the best interests of the Company, which Assignment the Board approved on January 12, 2024. The Company subsequently filed a Form 25 with the Securities and Exchange Commission (the “SEC”) in connection with the Delisting. In connection with the foregoing and the undertakings in the Registration Statements (as defined below), the Company is hereby filing this Post-Effective Amendment to each of the Company’s registration statements on Form S-8 (Registration Nos. 333-271335, 333-264445, 333-254400, 333-237425, 333-233866, 333-230348, 333-227865, 333-216586, 333-210013, 333-204178 and 333-194949) (collectively, the “Registration Statements”) to terminate the effectiveness of each such Registration Statement and to remove from registration all of the Company’s securities that remain unsold under each such Registration Statement.
SIGNATURES
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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on or before January 29, 2024.
| ARAVIVE, INC. | |||
| By: | /s/ Gail McIntyre | ||
| Gail McIntyre | |||
| Secretary and | |||
| Authorized Officer | |||
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statements.