On October 12, 2018, pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 3, 2018, by and between the Company, then known as Versartis, Inc., Velo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Private Aravive, Merger Sub was merged with and into Private Aravive (the “Merger”), with Private Aravive surviving the Merger as a wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of capital stock of Private Aravive (other than any shares held as treasury stock) was converted into the right to receive 2.2801 shares of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”), without giving effect to any adjustment for the reverse stock split described below, and (b) each outstanding Private Aravive stock option, all of which were in-the-money, whether vested or unvested, that had not previously been exercised prior to the Effective Time was converted into an option to purchase 2.2801 shares of the Company Common Stock for each share of Private Aravive common stock covered by such option. The aggregate consideration issued in the Merger to the former security holders of Private Aravive, was approximately 5,141,915 shares of Company Common Stock.

The Merger was accounted for as an asset acquisition by the Company. To determine the accounting for this transaction under GAAP, the Company assessed whether an integrated set of assets and activities were accounted for as an acquisition of a business or an asset acquisition. The guidance requires an initial screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets. If that screen is met, the set is not a business. In connection with the acquisition of Private Aravive, the Company determined that substantially all the fair value is included in in-process research and development of Private Aravive’s lead asset, AVB-S6-500 and, as such, the acquisition is treated as an asset acquisition. The net tangible and intangible assets acquired and liabilities assumed in connection with the transaction were recorded based on their relative fair values allocation as of October 12, 2018 and the value associated with in-process research and development will be expensed as it was determined to have no alternative future use. The estimate of the purchase price for the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, were as follows.

	Amount
	(in thousands)
Consideration
Common stock issued - 5,141,915 shares issued at $7.26 per share	$	37,331
Transaction costs		2,076
Total consideration	$	39,407

Assets acquired and liabilities assumed
Cash	$	5,277
In-process research and development		38,313
Assembled workforce		366
Deferred revenue		(1,517	)
Contingent payable		(264	)
Other assets and liabilities		(2,768	)
Total net assets acquired	$	39,407

On October 15, 2018, the Company changed its name to “Aravive, Inc.” from Versartis, Inc. Shares of Company Common Stock were previously listed on the Nasdaq Global Select Market under the symbol “VSAR.” The Company filed with The Nasdaq Stock Market, LLC (“Nasdaq”) a notification form for the listing of additional shares with respect to the shares of Company Common Stock to be issued to the holders of Aravive Biologics, Inc. capital stock in the Merger so that these shares are listed on Nasdaq. The Company Common Stock began trading on the Nasdaq Global Select Market under the symbol “ARAV” on October 16, 2018.