SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
Aravive, Inc. (formerly known as Versartis, Inc.)
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
c/o Aravive, Inc.,
1221 McKinney Street, Suite 3200
Houston, Texas 77010
With a copy to:
Gracin & Marlow, LLP
The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York 10174
(Name, address and telephone number of person authorized to receive notices and communications)
October 12, 2018
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
|SCHEDULE 13D||Page 2 of 6 Pages|
NAME OF REPORTING PERSONS
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
SEC USE ONLY
SOURCE OF FUNDS
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
CITIZENSHIP OR PLACE OF ORGANIZATION
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
TYPE OF REPORTING PERSON
Share numbers reflect a 1-for-6 reverse stock split that was effected on October 16, 2018. Consists of 1,000,751 shares of common stock and options to purchase 634,834 shares of common stock.
Based on 11,182,045 outstanding shares of common stock of the Issuer after the Merger and reverse stock split.
|SCHEDULE 13D||Page 3 of 6 Pages|
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.0001 per share, of Aravive, Inc. (formerly known as Versartis, Inc.), a Delaware corporation (the Issuer). The Issuers principal executive office is located at 1020 Marsh Road, Menlo Park, California 94025.
Item 2. Identity and Background
(a) The name of the reporting person is Raymond Tabibiazar (the Reporting Person).
(b) The business address of the Reporting Person is c/o Aravive, Inc., LyondellBasell Tower, 1221 McKinney Street, Suite 3200, Houston, Texas 77010.
(c) The principal occupation of the Reporting Person until the Merger has been serving as Executive Chairman of the Board of Aravive Biologics, Inc. (Private Aravive). The Reporting Person serves as a director of the Issuer.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired beneficial ownership 9,813,546 shares of common stock, consisting of 6,004,506 shares of common stock and options to purchase 3,809,040 shares of common stock on October 12, 2018 in connection with the business combination of the Issuer, formerly known as Versartis, Inc., with what was then known as Private Aravive. On October 12, 2018, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of July 3, 2018, by and among Private Aravive, Issuer and Velo Merger Sub. (Merger Sub) (the Merger Agreement), Merger Sub merged with and into Private Aravive, with Private Aravive surviving as a wholly owned subsidiary of the Issuer (the Merger). Also, on October 16, 2018, in connection with, and prior to the completion of, the Merger, the Issuer effected a 1-for-6 reverse stock split of its then outstanding common stock and, immediately following the Merger, the Issuer changed its name from Versartis, Inc. to Aravive, Inc.
|SCHEDULE 13D||Page 4 of 6 Pages|
Under the terms of the Merger Agreement, the Issuer issued shares of its common stock to Private Aravives stockholders, at an exchange ratio of 2.2801 shares of common stock in exchange for each share of common stock of Private Aravive outstanding immediately prior to the Merger. The Reporting Person held 2,633,440 shares of Private Aravives common stock and options to purchase 1,670,560 shares of Private Aravives common stock prior to the Merger, which resulted in the Reporting Person receiving 6,004,506 shares of common stock and options to purchase 3,809,040 shares of common stock at the effective time of the Merger (the vesting of which accelerated upon consummation of the Merger) which was reduced to 1,000,751 shares of common stock and options to purchase 634,834 shares of common stock after the reverse stock split of the Issuers common stock.
Item 4. Purpose of Transaction
The disclosure provided in Item 3 above is incorporated herein by reference.
Since the effective time of the Merger and as of the date hereof, the Reporting Person has served as director of the Issuer. At the effective time of the Merger, each of the directors of the Issuer prior to the Merger resigned and the Reporting Person, Amato Giaccia, Eric Zhang, Srini Akkaraju, Jay Shepard, Shahzad Malik and Robert Hoffman were appointed as directors of the Issuer whose terms expire as follows: Amato Giaccia and Jay Shepard, 2019; Eric Zhang and Shahzad Malik, 2020; and the Reporting Person, Robert Hoffman and Srini Akkaraju, 2021.
Item 5. Interest in Securities of the Issuer
(a) The percentage of beneficial ownership reported in this Item 5, and on the Reporting Persons cover page to this Schedule 13D, is based on a total of 11,182,045 shares of the common stock issued and outstanding as of October 16, 2018 and reflects the 1-for-6 reverse stock split, all according to information provided by the Issuer to the Reporting Person. All of the share numbers reported herein, and on the Reporting Persons cover page to this Schedule 13D, are as of October 16, 2018, unless otherwise indicated. The cover page to this Schedule 13D for the Reporting Person is incorporated by reference in its entirety into this Item 5(a).
The Reporting Person beneficially owns 1,635,585 shares of common stock, or approximately 13.84% of the outstanding shares of common stock.
(b) The Reporting Person has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, all of the shares of common stock beneficially owned by the Reporting Person as described in Item 5(a) above.
(c) As of October 12, 2018, the Reporting Person acquired beneficial ownership of 9,813,546 shares, consisting of 6,004,506 shares of common stock and options to purchase 3,809,040 shares of common stock as a result of the effectiveness of the Merger which was reduced to 1,000,751 shares of common stock and options to purchase 634,834 shares of common stock after the reverse stock split of the Issuers common stock. Except as set forth in the preceding sentence, the Reporting Person has not effected any transaction in shares of the common stock from August 12, 2018 (the date 60 days prior to the filing of this Schedule 13D) to October 12, 2018.
(d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of the common stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|SCHEDULE 13D||Page 5 of 6 Pages|
Item 7. Material to be Filed as Exhibits
Agreement and Plan of Merger and Reorganization, dated as of dated July 3, 2018 by and among Aravive Biologics, Inc., Versartis, Inc. and Velo Merger Sub (incorporated by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the SEC on June 4, 2018)
Form of Lock-up Agreement
Form of Support Agreement (incorporated by reference to Exhibit 2.2 to the Issuers Current Report on Form 8-K filed with the SEC on June 4, 2018)
[signature page follows]
|SCHEDULE 13D||Page 6 of 6 Pages|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 19, 2018
/s/ Raymond Tabibiazar
FORM OF LOCKUP AGREEMENT
Ladies and Gentlemen:
The undersigned (the Stockholder) understands that: (i) Versartis Inc., a Delaware corporation (Versartis or Parent), has entered into an Agreement and Plan of Merger and Reorganization, dated as of June 3, 2018 (the Merger Agreement), with Aravive Biologics, Inc., a Delaware corporation (the Company) and Velo Merger Sub, Inc., a Delaware corporation (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the Merger) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock. Capitalized terms used but not otherwise defined in this letter agreement will have the meanings ascribed to such terms in the Merger Agreement. This letter agreement shall not be effective until the effective time of the Merger (the Effective Time).
As a material inducement to the willingness of each of Versartis and the Company to enter into the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Stockholder hereby agrees that the Stockholder will not, subject to the exceptions set forth in this letter agreement, during the period commencing on the Effective Time and ending 180 days after the Closing Date (the Restricted Period), (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Parent Common Stock, or any securities convertible into or exercisable or exchangeable for Parent Common Stock, including without limitation, Parent Common Stock or such other securities which may be deemed to be beneficially owned by the Stockholder in accordance with the rules and regulations of the Securities and Exchange Commission and securities of Versartis which may be issued upon exercise of a stock option or warrant (collectively, the Stockholders Shares), or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Parent Common Stock or such other securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, in each case other than (i) transfers of the Stockholders Shares as charitable gifts or donations, (ii) transfers or dispositions of the Stockholders Shares directly as a gift to a member of the Stockholders immediate family, or to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (iii) transfers or dispositions of the Stockholders Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (iv) transfers of the Stockholders Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (v) transfers that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, (vi) transfers or dispositions not involving a change in beneficial ownership, and (vii) if the Stockholder is a trust, transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this letter agreement and either the Stockholder or the transferee provides Versartis with a copy of such agreement promptly upon consummation of any such Transfer; and provided, further, that in each case, no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution
(other than filings made in respect of involuntary transfers or dispositions or a filing on a Form 5 made after the expiration of the Restricted Period) and any such transfer or distribution shall not involve a disposition for value. For purposes of this letter agreement, immediate family shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
Notwithstanding the restrictions imposed by this letter agreement, the Stockholder may (a) exercise an option (including a net or cashless exercise of an option) to purchase shares of Parent Common Stock or receive shares of Parent Common Stock upon settlement of a Parent RSU, and transfer shares of Parent Common Stock to Versartis (or, in the case of a Parent RSU, on the open market) to cover tax obligations of the Stockholder in connection with any such option exercise or RSU settlement, provided that the remaining shares of Parent Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (b) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Parent Common Stock, provided that such plan does not provide for any transfers of Parent Common Stock during the Restricted Period, and (c) transfer or dispose of shares of Parent Common Stock acquired on the open market following the Closing Date, provided that, with respect to (a) above, any filing under the Exchange Act, if required, shall include a footnote disclosure explaining that such exercise and sale was to cover tax obligations of such Stockholder, and with respect to (b) above, no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such a plan, provided that reasonable notice shall be provided to Versartis prior to any such filing, and provided further that, for the avoidance of doubt, the underlying shares of Parent Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement).
An attempted transfer in violation of this letter agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this letter agreement, and will not be recorded on the stock transfer books of Versartis. In order to ensure compliance with the restrictions referred to herein, the Stockholder agrees that Versartis may issue appropriate stop transfer certificates or instructions. Versartis may cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of the Stockholders Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
The Stockholder hereby represents and warrants that the Stockholder has full power and authority to enter into this letter agreement. All authority conferred or agreed to be conferred and any obligations of the Stockholder under this letter agreement will be binding upon the successors, assigns, heirs or personal representatives of the Stockholder.
Upon the release of any of the Stockholders Shares from this letter agreement, Versartis will cooperate with the Stockholder to facilitate the timely preparation and delivery of certificates representing the Stockholders Shares without the restrictive legend above or the withdrawal of any stop transfer instructions.
The Stockholder understands that each of Versartis and the Company is relying upon this letter agreement in proceeding toward consummation of the Merger. The Stockholder also understands that other individuals or entities are executing similar Lock-Up Agreements in connection with the Merger Agreement (Similar Agreement). The Stockholder is executing this letter in part in reliance on the Companys representation that (a) no amendment or modification will be made in any Similar Agreement unless the Stockholder is offered the opportunity to have the same modification or amendment made to this letter
agreement and (b) no other signatory to a Similar Agreement will be released from the obligations of the Similar Agreement without notice to the Stockholder. The Stockholder further understands that this letter agreement is irrevocable and is binding upon the Stockholders heirs, legal representatives, successors and assigns.
If (a) the Merger Agreement is terminated in accordance with its terms or (b) as of immediately following the Effective Time, the shares of Parent Common Stock issued to the Stockholder in the Merger constitute less than five percent (5%) of the Parent Common Stock issued and outstanding at such time the Stockholder will be released from all obligations and liabilities under this letter agreement automatically and without notice or other action by any Person.
This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
This letter agreement may be executed by facsimile or electronic (i.e., PDF) transmission, which is deemed an original.
[Remainder of page intentionally left blank; signature page follows.]
|Very truly yours,|
Print Name of
|Signature (for individuals):|
|Signature (for entities):|
[Signature page to Lock-Up Agreement]