UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Aravive, Inc. (formerly known as Versartis, Inc.)
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
03890D108
(CUSIP Number)
Qianye (Karen) Liu
c/o BC Axis Limited, Suite 701,
Tower C; Tsinghua Science Park;
No 1. Zhongguancun East Road; Hainan District,
Beijing, China
With a copy to:
Leslie Marlow
Gracin & Marlow, LLP
The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York 10174
(Name, address and telephone number of person authorized to receive notices and communications)
October 12, 2018
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 03890D108 |
SCHEDULE 13D | Page 2 of 7 Pages |
1 | NAME OF REPORTING PERSONS
Qianye (Karen) Liu | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☑ (b) ☐
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3 | SEC USE ONLY
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4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
859,766* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
859,766* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,766 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%** | |||||
14 | TYPE OF REPORTING PERSON
IN |
* | Share numbers reflect a 1-for-6 reverse stock split that was effected on October 16, 2018. Consists of 859,766 shares of common stock. |
** | Based on 11,182,045 outstanding shares of common stock of the Issuer after the merger and reverse stock split. |
CUSIP No. 03890D108 |
SCHEDULE 13D | Page 3 of 7 Pages |
1 | BC Axis Limited, as controlled by 3E Biosciences Capital LP
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☑ (b) ☐
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3 | SEC USE ONLY
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4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
859,766* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
859,766* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,766* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%** | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Share numbers reflect a 1-for-6 reverse stock split that was effected on October 16, 2018. Consists of 859,766 shares of common stock. |
** | Based on 11,182,045 outstanding shares of common stock of the Issuer after the merger and reverse stock split. |
CUSIP No. 03890D108 |
SCHEDULE 13D | Page 4 of 7 Pages |
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.0001 per share, of Aravive, Inc. (formerly known as Versartis, Inc.), a Delaware corporation (the Issuer). The Issuers principal executive office is located at 1020 Marsh Road, Menlo Park, California 94025.
Item 2. Identity and Background
(a) This statement is being filed jointly on behalf of the following persons (the Reporting Persons): Qianye (Karen) Liu and BC Axis Limited. Ms. Liu is the director of BC Axis Limited and has the power to vote and direct the vote and to dispose and direct the disposition of the shares of the Issuer held by BC Axis Limited.
(b) The business address of the Reporting Persons is c/o BC Axis Limited, Suite 701, Tower C; Tsinghua Science Park; No 1. Zhongguancun East Road; Hainan District, Beijing.
(c) The principal occupation of each of the Reporting Persons is to invest in securities. Ms. Liu serves as the director of BC Axis Limited and until the Merger served as a Board member of Aravive Biologics, Inc. (Private Aravive).
(d) During the last five years, none the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Qianye (Karen) Liu is a citizen of United States and BC Axis Limited is a corporation formed under the laws of British Virgin Islands.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired beneficial ownership of 5,158,596 shares of common stock on October 12, 2018 in connection with the business combination of the Issuer, formerly known as Versartis, Inc., with what was then known as Private Aravive. On October 12, 2018, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of July 3, 2018, by and among Private Aravive, Issuer and Velo Merger Sub. (Merger Sub) (the Merger Agreement), Merger Sub merged with and into Private Aravive, with Private Aravive surviving as a wholly owned subsidiary of the Issuer (the Merger). Also, on October 16, 2018, in connection with, and prior to the completion of, the Merger, the Issuer effected a 1-for-6 reverse stock split of its then outstanding common stock and, immediately following the Merger, the Issuer changed its name from Versartis, Inc. to Aravive, Inc.
CUSIP No. 03890D108 |
SCHEDULE 13D | Page 5 of 7 Pages |
Under the terms of the Merger Agreement, the Issuer issued shares of its common stock to Private Aravives stockholders, at an exchange ratio of 2.2801 shares of common stock in exchange for each share of common stock of Private Aravive outstanding immediately prior to the Merger. The Reporting Person held 2,262,444 shares of Private Aravives common stock prior to the Merger, which resulted in the Reporting Person receiving 5,158,596 shares of common stock at the effective time of the Merger which was reduced to 859,766 shares of common stock after the reverse stock split of the Issuers common stock.
The working capital of BC Axis Limited was the source of the funds for the purchase of the securities of Private Aravive described above. No part of the purchase price of the securities described above was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities described above.
Item 4. Purpose of Transaction
The disclosure provided in Item 3 above is incorporated herein by reference.
The Reporting Persons acquired the securities described above for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer, the term of the investment vehicles holding the securities and other factors, the Reporting Persons may dispose of such shares of the Issuer. The Reporting Persons expect to consider and evaluate on an ongoing basis all their options with respect to dispositions of their investment in the Issuer.
At the effective time of the Merger, each of the directors of the Issuer prior to the Merger resigned and Eric Zhang, Amato Giacca, Ray Tabibiazar, , Srini Akkaraju, Jay Shepard and Shahzad Malik were appointed as directors of the Issuer whose terms expire as follows: Amato Giaccia and Jay Shepard, 2019; Eric Zhang and Shahzad Malik, 2020; and Raymond Tabibiazar, Robert Hoffman and Srini Akkaraju, 2021.
Item 5. Interest in Securities of the Issuer
(a) The percentage of beneficial ownership reported in this Item 5, and on the Reporting Persons cover page to this Schedule 13D, is based on a total of 11,182,045 shares of the common stock issued and outstanding as of October 16, 2018, and reflects the 1-for-6 reverse stock split, all according to information provided by the Issuer to the Reporting Person. All of the share numbers reported herein, and on the Reporting Persons cover page to this Schedule 13D, are as of October 16, 2018, unless otherwise indicated. The cover page to this Schedule 13D for the Reporting Person is incorporated by reference in its entirety into this Item 5(a).
The Reporting Person beneficially owns 859,766 shares of common stock, or approximately 7.7% of the outstanding shares of common stock.
(b) The Reporting Person share authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, all of the shares of common stock beneficially owned by the Reporting Persons as described in Item 5(a) above.
(c) As of October 12, 2018, the Reporting Person acquired beneficial ownership of 5,158,596 shares, consisting of 5,158,596 shares of common stock as a result of the effectiveness of the Merger which was reduced to 859,766 shares of common stock after the reverse stock split of the Issuers common stock. Except as set forth in the preceding sentence, the Reporting Person has not effected any transaction in shares of the common stock from August 12, 2018 (the date 60 days prior to the filing of this Schedule 13D) to October 12, 2018.
(d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of the common stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
CUSIP No. 03890D108 |
SCHEDULE 13D | Page 6 of 7 Pages |
Item 7. Material to be Filed as Exhibits
Exhibit 1
Agreement and Plan of Merger and Reorganization, dated as of dated July 3, 2018 by and among Aravive Biologics, Inc., Versartis, Inc. and Velo Merger Sub (incorporated by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the SEC on June 4, 2018)
Exhibit 2
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
Exhibit 3
Form of Lock-up Agreement
Exhibit 4
Form of Support Agreement (incorporated by reference to Exhibit 2.2 to the Issuers Current Report on Form 8-K filed with the SEC on June 4, 2018)
[signature page follows]
CUSIP No. 03890D108 |
SCHEDULE 13D | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 22, 2018 | /s/ Qianye (Karen) Liu | |||||||
Qianye (Karen) Liu | ||||||||
Dated: October 22, 2018 | BC AXIS LIMITED, as controlled by | |||||||
3E Bioventures Capital LP | ||||||||
By: | /s/ Qianye (Karen) Liu | |||||||
Qianye (Karen) Liu |
EXHIBIT 2
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
Dated: October 18, 2018 | /s/ Qianye (Karen) Liu | |||||||
Qianye (Karen) Liu | ||||||||
Dated: October 18, 2018 | BC AXIS LIMITED, as controlled by | |||||||
3E Bioventures Capital LP | ||||||||
By: | /s/ Qianye (Karen) Liu | |||||||
Qianye (Karen) Liu |
EXHIBIT 3
FORM OF LOCKUP AGREEMENT
Ladies and Gentlemen:
The undersigned (the Stockholder) understands that: (i) Versartis Inc., a Delaware corporation (Versartis or Parent), has entered into an Agreement and Plan of Merger and Reorganization, dated as of June 3, 2018 (the Merger Agreement), with Aravive Biologics, Inc., a Delaware corporation (the Company) and Velo Merger Sub, Inc., a Delaware corporation (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the Merger) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock. Capitalized terms used but not otherwise defined in this letter agreement will have the meanings ascribed to such terms in the Merger Agreement. This letter agreement shall not be effective until the effective time of the Merger (the Effective Time).
As a material inducement to the willingness of each of Versartis and the Company to enter into the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Stockholder hereby agrees that the Stockholder will not, subject to the exceptions set forth in this letter agreement, during the period commencing on the Effective Time and ending 180 days after the Closing Date (the Restricted Period), (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Parent Common Stock, or any securities convertible into or exercisable or exchangeable for Parent Common Stock, including without limitation, Parent Common Stock or such other securities which may be deemed to be beneficially owned by the Stockholder in accordance with the rules and regulations of the Securities and Exchange Commission and securities of Versartis which may be issued upon exercise of a stock option or warrant (collectively, the Stockholders Shares), or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Parent Common Stock or such other securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, in each case other than (i) transfers of the Stockholders Shares as charitable gifts or donations, (ii) transfers or dispositions of the Stockholders Shares directly as a gift to a member of the Stockholders immediate family, or to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (iii) transfers or dispositions of the Stockholders Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (iv) transfers of the Stockholders Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (v) transfers that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, (vi) transfers or dispositions not involving a change in beneficial ownership, and (vii) if the Stockholder is a trust, transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this letter agreement and either the Stockholder or the transferee provides Versartis with a copy of such agreement promptly upon consummation of any such Transfer; and provided, further, that in each case, no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution
(other than filings made in respect of involuntary transfers or dispositions or a filing on a Form 5 made after the expiration of the Restricted Period) and any such transfer or distribution shall not involve a disposition for value. For purposes of this letter agreement, immediate family shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
Notwithstanding the restrictions imposed by this letter agreement, the Stockholder may (a) exercise an option (including a net or cashless exercise of an option) to purchase shares of Parent Common Stock or receive shares of Parent Common Stock upon settlement of a Parent RSU, and transfer shares of Parent Common Stock to Versartis (or, in the case of a Parent RSU, on the open market) to cover tax obligations of the Stockholder in connection with any such option exercise or RSU settlement, provided that the remaining shares of Parent Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (b) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Parent Common Stock, provided that such plan does not provide for any transfers of Parent Common Stock during the Restricted Period, and (c) transfer or dispose of shares of Parent Common Stock acquired on the open market following the Closing Date, provided that, with respect to (a) above, any filing under the Exchange Act, if required, shall include a footnote disclosure explaining that such exercise and sale was to cover tax obligations of such Stockholder, and with respect to (b) above, no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such a plan, provided that reasonable notice shall be provided to Versartis prior to any such filing, and provided further that, for the avoidance of doubt, the underlying shares of Parent Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement).
An attempted transfer in violation of this letter agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this letter agreement, and will not be recorded on the stock transfer books of Versartis. In order to ensure compliance with the restrictions referred to herein, the Stockholder agrees that Versartis may issue appropriate stop transfer certificates or instructions. Versartis may cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of the Stockholders Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
The Stockholder hereby represents and warrants that the Stockholder has full power and authority to enter into this letter agreement. All authority conferred or agreed to be conferred and any obligations of the Stockholder under this letter agreement will be binding upon the successors, assigns, heirs or personal representatives of the Stockholder.
Upon the release of any of the Stockholders Shares from this letter agreement, Versartis will cooperate with the Stockholder to facilitate the timely preparation and delivery of certificates representing the Stockholders Shares without the restrictive legend above or the withdrawal of any stop transfer instructions.
The Stockholder understands that each of Versartis and the Company is relying upon this letter agreement in proceeding toward consummation of the Merger. The Stockholder also understands that other individuals or entities are executing similar Lock-Up Agreements in connection with the Merger Agreement (Similar Agreement). The Stockholder is executing this letter in part in reliance on the Companys representation that (a) no amendment or modification will be made in any Similar Agreement unless the Stockholder is offered the opportunity to have the same modification or amendment made to this letter
2
agreement and (b) no other signatory to a Similar Agreement will be released from the obligations of the Similar Agreement without notice to the Stockholder. The Stockholder further understands that this letter agreement is irrevocable and is binding upon the Stockholders heirs, legal representatives, successors and assigns.
If (a) the Merger Agreement is terminated in accordance with its terms or (b) as of immediately following the Effective Time, the shares of Parent Common Stock issued to the Stockholder in the Merger constitute less than five percent (5%) of the Parent Common Stock issued and outstanding at such time the Stockholder will be released from all obligations and liabilities under this letter agreement automatically and without notice or other action by any Person.
This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
This letter agreement may be executed by facsimile or electronic (i.e., PDF) transmission, which is deemed an original.
[Remainder of page intentionally left blank; signature page follows.]
3
Very truly yours, | ||||||||||
Print Name of Stockholder: |
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Signature (for individuals): | ||||||||||
Signature (for entities): | ||||||||||
By: | ||||||||||
Name: | ||||||||||
Title: |
[Signature page to Lock-Up Agreement]