Fredric N. Eshelman - Oct 24, 2022 Form 4 Insider Report for Aravive, Inc. (ARAV)

Role: Executive Chairman, Director, 10%+ Owner
Signature: /s/ ESHELMAN VENTURES, LLC, By: Fredric N. Eshelman, Name: Fredric N. Eshelman, Title: Managing Member
Stock symbol: ARAV
Transactions as of: Oct 24, 2022
Transactions value $: $15,000,000
Form type: 4
Date filed: 10/26/2022, 05:00 PM
Previous filing: Sep 26, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ARAV	Common Stock	Award	$15M	+16.3M	+177.01%	$0.92	25.5M	Oct 24, 2022	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ARAV	Series A Warrants (right to buy)	Award		+8.15M			8.15M	Oct 24, 2022	Common stock	8.15M	$0.79	See footnote	F1, F2, F3, F4
transaction	ARAV	Series B Warrants (right to buy)	Award		+8.15M			8.15M	Oct 24, 2022	Common stock	8.15M	$0.79	See Footnote	F1, F2, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 24, 2022, Aravive, Inc. (the "Company") agreed to issue approximately $41.5 million of securities including shares of its common stock and warrants (the "Warrants") to purchase shares of common stock in a private placement transaction (the "Private Placement") to certain investors, including Eshelman Ventures, LLC. The combined purchase price of each share of common stock and accompanying Warrants is $0.9199.
F2	The shares of common stock and Warrants reported herein are owned directly by Eshelman Ventures, LLC, an entity wholly owned by the reporting person, Dr. Fredric N. Eshelman. Dr. Eshelman is the Executive Chairman of the Company's Board of Directors and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F3	The Series A Warrants are exercisable at any time after the Authorized Share Increase (as defined below) and will expire on the date that is the later of (i) fifteen (15) months after the date of the Authorized Share Increase, or (ii) one (1) month after public announcement by or on behalf of the Company of the publication of top line data from the Company's Phase 3 trial of batiraxcept in platinum-resistant ovarian cancer.
F4	In connection with the Private Placement, the Company has agreed to convene a special meeting of its stockholders or to seek written consent of the stockholders no later than 120 days following the closing of the Private Placement to seek approval of an increase in the number of the Company's authorized shares of common stock pursuant to an amendment to the Company's Certificate of Incorporation (such increase, the "Authorized Share Increase") to allow for full sufficient authorized and unissued shares of common stock for the full exercise of all of the Warrants and the shares of common stock issuable upon exercise thereof.
F5	The Series B Warrants are exercisable at any time after the Authorized Share Increase and will expire thirty (30) months after the Authorized Share Increase.