TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 1, 2020 Gail McIntyre Chief Executive Officer Aravive, Inc. River Oaks Tower 3730 Kirby Drive, Suite 1200 Houston, TX 77098 Re: Aravive, Inc. Registration Statement on Form S-3 Filed June 29, 2020 File No. 333-239512 Dear Ms. McIntyre: We have limited our review of your registration statement to those issue we have addressed in our comment below. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-3 filed June 29, 2020 Description of Capital Stock Choice of Forum, page 12 1. We note your disclosure on page 12 that the company's certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for certain litigation, including "any derivative action or proceeding brought on our behalf." Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Gail McIntyre Aravive, Inc. July 1, 2020 Page 2 suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Laura Crotty at 202-551-7614 or Christine Westbrook at 202-551- 5019 with any questions. Sincerely, FirstName LastNameGail McIntyre Division of Corporation Finance Comapany NameAravive, Inc. Office of Life Sciences July 1, 2020 Page 2 cc: Leslie Marlow. Esq. FirstName LastName