arav20240128c_posam.htm

POS AM 1 arav20240128c_posam.htm FORM POS AM arav20240128c_posam.htm

As filed with the Securities and Exchange Commission on January 29, 2024

Registration No. 333-272775

333-268471

333-262020

333-248612

333-239512

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

Post-Effective Amendment No. 1 to Registration Statement No. 333-272775

Post-Effective Amendment No. 1 to Registration Statement No. 333-268471

Post-Effective Amendment No. 1 to Registration Statement No. 333-262020

Post-Effective Amendment No. 1 to Registration Statement No. 333-248612

Post-Effective Amendment No. 1 to Registration Statement No. 333-239512

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)

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)

Approximate date of commencement of proposed sale to the public: This post-effective amendment withdraws from registration all securities that remain unsold under Registration Statement Nos. 333-272775, 333-268471, 333-262020, 333-248612 and 333-239512.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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 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-3 (Registration Nos. 333-272775, 333-268471, 333-262020, 333-248612 and 333-239512) (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-3 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 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.

SEC Form POS AM filed by Aravive Inc.