SEC Form SC 13G/A filed by Aravive Inc. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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 the 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).

(1) Consisting of 2,935,101 Shares (as defined below) underlying certain Series A Warrants (as defined below) and 2,729,137 Shares underlying certain Series B Warrants (as defined below).

(1) Consisting of 2,935,101 Shares underlying certain Series A Warrants and 2,729,137 Shares underlying certain Series B Warrants.

(1) Consisting of 2,228,503 Shares underlying certain Series A Warrants.

(1) Consisting of 2,228,503 Shares underlying certain Series A Warrants.

(1) Consisting of 217,415 Shares underlying certain Series A Warrants.

(1) Consisting of 217,415 Shares underlying certain Series A Warrants.

(1) Consisting of 5,163,604 Shares underlying certain Series A Warrants and 2,729,137 Shares underlying certain Series B Warrants.

(1) Consisting of 5,435,373 Shares underlying certain Series A Warrants and 2,729,137 Shares underlying certain Series B Warrants.

(1) Consisting of 5,435,373 Shares underlying certain Series A Warrants and 2,729,137 Shares underlying certain Series B Warrants.

(1) Consisting of 5,435,373 Shares underlying certain Series A Warrants and 2,729,137 Shares underlying certain Series B Warrants.

Aravive, Inc., a Delaware corporation (the “Issuer”).

River Oaks Tower

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, par value $0.0001 per share (the “Shares”)

03890D108

As of the close of business on December 31, 2023, the Reporting Persons and a certain Partners managed account (the “Partners Managed Account”) held an aggregate of 5,435,373 Series A warrants (the “Series A Warrants”) and 5,435,370 Series B warrants (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”). The Warrants are exercisable at any time at an exercise price equal to $0.7949 per Share. The Series A Warrants expire on the date that is the later of (i) fifteen (15) months after January 17, 2023 or (ii) one (1) month after public announcement by or on behalf of the Issuer of the publication of top line data from the Issuer’s Phase 3 trial of batiraxcept in platinum-resistant ovarian cancer. The Series B Warrants expire thirty (30) months after January 17, 2023. As of the close of business on December 31, 2023, the Warrants Blocker (as defined and described below) does not limit the exercise of any of the Series A Warrants held by the Reporting Persons and the Partners Managed Account. As of the close of business on December 31, 2023, the Warrants Blocker limits the exercise of the Series B Warrants held by the Reporting Persons and the Partners Managed Account to 2,729,137 out of the 5,435,370 Shares underlying the Series B Warrants held by them.

The Warrants provide that a holder of Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates, and any other party whose holdings would be aggregated with those of the holder for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 4.99%, 9.99% or 19.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Warrants Blocker”); provided, however, that each holder may increase or decrease the Warrants Blocker by giving notice to the Issuer, with any such increase not taking effect until the sixty-first (61^st) day after such notice is delivered to the Issuer but not to any percentage in excess of 19.99%. If the holder is not permitted to exercise a Warrant for Shares due to the foregoing limitation, then the holder may exercise the Warrant for an equivalent number of pre-funded warrants with an exercise price of $0.0001. The 9.99% Warrants Blocker currently applies to the Warrants held by the Reporting Persons.

As of the close of business on December 31, 2023 (i) BVF beneficially owned 5,664,238 Shares, consisting of 2,935,101 Shares underlying certain Series A Warrants held by it and 2,729,137 Shares underlying certain Series B Warrants held by it, and excluding 205,964 Shares underlying certain Series B Warrants held by it; (ii) BVF2 beneficially owned 2,228,503 Shares, consisting of 2,228,503 Shares underlying certain Series A Warrants held by it, and excluding 2,228,502 Shares underlying certain Series B Warrants held by it; and (iii) Trading Fund OS beneficially owned 217,415 Shares, consisting of 217,415 Shares underlying certain Series A Warrants held by it, and excluding 217,414 Shares underlying certain Series B Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 5,664,238 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,228,503 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 217,415 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 7,892,741 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 8,164,510 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 54,354 Shares underlying certain Series A Warrants held in the Partners Managed Account and excluding 54,353 Shares underlying certain Series B Warrants held in the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 8,164,510 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 8,164,510 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon a denominator that is the sum of (i) 73,562,648 Shares outstanding as of November 3, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) 8,164,510 Shares issuable upon the exercise of certain Warrants held by the Reporting Persons and the Partners Managed Account, as applicable.

As of the close of business on December 31, 2023, (i) BVF beneficially owned approximately 7.1% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.9% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 7.1% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.9% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.7% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on November 7, 2022.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024