false 0001513818 0001513818 2023-11-02 2023-11-02
 
--12-31
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): November 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 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Amended Bylaws
 
On November 2, 2023, the board of directors of Aravive, Inc. (the “Company”) amended the Company’s amended and restated bylaws, effective November 2, 2023, in order to amend the quorum requirement of Article III, Section 8, of the amended and restated bylaws, such that the presence in person or by proxy of the holders of thirty-four percent (34%) of the outstanding shares of stock entitled to vote at the meeting shall constitute a quorum for the transaction of business at all meetings of the stockholders.
 
The foregoing description is qualified in its entirety by the amendment to Company’s amended and restated bylaws which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
 
 
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)
 
 
 
 
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: November 3, 2023
ARAVIVE, INC.
(Registrant)
     
 
By:
/s/ Gail McIntyre
 
Name:
Gail McIntyre
 
Title:
Chief Executive Officer
 
 

Exhibit 3.1

 

ARAVIVE, INC.

 

 

AMENDMENT TO AMENDED AND RESTATED BYLAWS

 

 

 

This Amendment to the Amended and Restated Bylaws (the “Bylaws”) of Aravive, Inc., as adopted by the Board of Directors pursuant to Article XIII, Section 43, of said Bylaws, is effective as of the 2nd day of November, 2023.

 

Article III, Section 8, of the Bylaws, entitled “Quorum”, be, and hereby is, deleted in its entirety and replaced with the following:

 

Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of thirty-four percent (34%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, thirty-four percent (34%) of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

 

 
v3.23.3
Document And Entity Information
Nov. 02, 2023
Document Information [Line Items]  
Entity, Registrant Name Aravive, Inc.
Current Fiscal Year End Date --12-31
Document, Type 8-K
Document, Period End Date Nov. 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
Aravive (NASDAQ:ARAV)
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