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): ~~September~~October 152, 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 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On ~~September~~October 152, 2023, Aravive, Inc. (the “Company”), ~~received~~held aits ~~letter~~2023 ~~from~~Annual ~~the~~Meeting ~~Listing Qualifications Department~~ of ~~The~~Stockholders ~~Nasdaq Stock Market~~ (the “~~Nasdaq~~Annual Meeting”) ~~notifying~~at which the Company’s ~~that~~stockholders ~~for~~voted ~~the~~on ~~preceding~~six 30(6) ~~consecutive~~proposals ~~business~~(the ~~days~~“Proposals”) ~~(August~~and 3,cast ~~2023~~their ~~through~~votes ~~September~~as ~~14,~~described ~~2023),~~below. These ~~the~~Proposals ~~market~~are ~~value~~described ofin ~~the~~detail in the Company’s ~~listed~~definitive ~~securities~~proxy ~~(“MVLS”)~~statement ~~did~~on ~~not~~Schedule ~~maintain~~14A afor ~~minimum~~the ~~market~~Annual ~~value~~Meeting, ofwhich ~~$50~~was filed on September 5,~~000~~ 2023,~~000~~ ~~(the~~as ~~“Minimum~~amended ~~MVLS~~on ~~Requirement”)~~September as22, ~~required~~2023 bywith ~~Nasdaq~~the ~~Listing~~Securities ~~Rule~~and ~~5450~~Exchange Commission (bthe “Definitive Proxy Statement”)~~(2)(A)~~.

The ~~notification~~final ~~received~~results ~~has~~for ~~no immediate effect on~~ the ~~Company's~~Proposals ~~continued~~as ~~listing~~set onforth ~~the~~in ~~Nasdaq Global Market, subject to~~ the ~~Company's~~Definitive ~~compliance~~Proxy ~~with~~Statement ~~the~~are ~~other~~as ~~continued listing requirements.~~follows:

InProposal ~~accordance~~1—Election ~~with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period~~ of 180 calendar days, or until March 13, 2024, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A). Compliance may be achieved if the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case Nasdaq will notify the Company of its compliance and the matter will be closed.Directors

IfThe ~~the~~following ~~Company~~two ~~does~~(2) ~~not~~individuals ~~regain~~were ~~compliance~~elected ~~with~~as ~~the~~Class ~~Minimum~~III ~~MVLS Requirement by March 13~~directors, ~~2024,~~each ~~Nasdaq will provide written notification~~ to ~~the~~serve ~~Company that its common stock is subject to delisting. At that time, the Company may appeal the relevant delisting determination to~~ a ~~hearings~~three-year ~~panel~~term ~~pursuant~~expiring toat the ~~procedures~~2025 ~~set~~Annual ~~forth~~Meeting inof ~~the~~Stockholders ~~applicable~~and ~~Nasdaq~~until ~~Listing~~their ~~Rules.~~respective ~~However,~~successors ~~there~~have ~~can~~been beduly noelected ~~assurance~~and ~~that~~qualified, ifwith the ~~Company~~following does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. In such event, the Company may also seek to apply for a transfer to The Nasdaq Capital Market if it meets the requirements for continued listing thereon.votes:

On September 15, 2023, the Company also received a letter from Nasdaq notifying the Company that for the preceding 30 consecutive business days (August 3, 2023 through September 14, 2023), the market value of the Company’s publicly held shares (“MVPHS”) did not maintain a minimum market value of $15,000,000 (the “Minimum MVPHS Requirement”) as required by Nasdaq Listing Rule 5450(b)(2)(C).

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

~~The~~Proposal ~~notification~~2 ~~received~~— ~~has~~Ratification noof ~~immediate~~Appointment ~~effect~~of onIndependent ~~the~~Registered ~~Company's~~Public ~~continued~~Accounting ~~listing on the Nasdaq Global Market, subject to the Company's compliance with the other continued listing requirements.~~Firm

InThe ~~accordance~~stockholders ~~with~~ratified ~~Nasdaq~~and ~~Listing~~approved ~~Rule 5810(c)(3)(D),~~ the ~~Company~~appointment ~~has a compliance period~~ of ~~180~~BDO ~~calendar~~USA ~~days, or until March 13, 2024, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(~~P.C). ~~Compliance~~as ~~may be achieved if~~ the Company’s ~~MVPHS~~independent ~~closes~~registered atpublic ~~$15,000,000~~accounting orfirm ~~more~~ for athe ~~minimum~~year ofending ~~ten~~December ~~consecutive~~31, ~~business days at any time during the 180-day compliance period~~2023, inbased ~~which~~on ~~case Nasdaq will notify~~ the ~~Company~~votes ofset ~~its~~forth ~~compliance and the matter will be closed.~~below:

If the Company does not regain compliance with the Minimum MVPHS Requirement by March 13, 2024, Nasdaq will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. In such event, the Company may also seek to apply for a transfer to The Nasdaq Capital Market if it meets the requirements for continued listing thereon.

Votes For	Votes Against	Abstentions	Broker Non-Votes

51,125,191	548,918	37,661	0

~~-1-~~ Proposal 3—Advisory vote on the approval executive compensation

OnThe ~~September~~stockholders 15approved, ~~2023,~~on ~~the~~an ~~Company~~advisory ~~also~~basis, ~~received a letter from Nasdaq notifying~~ the ~~Company~~compensation ~~that~~of ~~for~~ the ~~preceding 30 consecutive business days (August 3, 2023 through September 14, 2023), the~~ Company’s ~~common~~named ~~stock~~executed ~~did~~officers based ~~not~~on ~~maintain~~the avotes ~~minimum~~set ~~closing~~forth ~~bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5450(a)(1).~~below:

The notification received has no immediate effect on the Company's continued listing on the Nasdaq Global Market, subject to the Company's compliance with the other continued listing requirements.

Votes For	Votes Against	Abstentions	Broker Non-Votes

38,279,427	970,339	1,494,234	10,967,770

InProposal ~~accordance~~4— ~~with~~Transfer ~~Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period~~ of ~~180~~all ~~calendar days,~~ or ~~until~~substantially ~~March~~all ~~13,~~of ~~2024,~~the toCompany’s ~~regain~~assets ~~compliance~~through ~~with~~an ~~Nasdaq~~assignment ~~Listing~~for ~~Rule~~the ~~5450(a)(1).~~benefit ~~Compliance~~of ~~may~~creditors ~~be achieved~~ if the ~~closing~~Board ~~bid~~of ~~price~~Directors of the Company’s ~~common~~deems ~~stock~~such istransfer atto ~~least~~be ~~$1.00~~in ~~for~~the abest ~~minimum~~interests of ~~ten~~the ~~consecutive~~stockholders, ~~business~~which ~~days~~approval atshall ~~any~~include ~~time~~authorization ~~during~~for the ~~180-day~~Board ~~compliance~~of ~~period,~~Directors into ~~which~~abandon ~~case~~such ~~Nasdaq~~assignment ~~will~~for ~~notify~~ the ~~Company~~benefit of ~~its compliance and the matter will be closed~~creditors.

~~If,~~The ~~however~~stockholders approved, the ~~Company~~transfer ~~does~~of ~~not achieve compliance with~~ the ~~Minimum~~Company’s ~~Bid~~assets ~~Price~~through ~~Requirement~~an byassignment ~~March~~if ~~13, 2024,~~ the ~~Company~~Board ~~may~~of beDirectors ~~eligible~~deems ~~for~~such ~~additional~~transfer ~~time~~ to ~~comply. In order to~~ be ~~eligible~~in ~~for such additional time,~~ the ~~Company~~best ~~will~~interests ~~be required to meet the continued listing requirement for market value~~ of ~~publicly held shares and all other initial listing standards for The Nasdaq Global Market, with~~ the ~~exception of the Minimum Bid Price Requirement~~stockholders, ~~and~~based ~~must~~on ~~notify Nasdaq in writing of its intention to cure~~ the ~~deficiency~~votes ~~during~~set ~~the~~forth ~~second compliance period.~~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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:


Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit		Description
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: September 19, 2023	ARAVIVE, INC. (Registrant)
Date: October 3, 2023	ARAVIVE, INC. (Registrant)
	By:	/s/ Gail McIntyre
	Name:	Gail McIntyre
		Name: Gail McIntyre
	Title:	Chief Executive Officer
		Title: Chief Executive Officer

~~-2-~~4

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