Item 3.02. Unregistered Sales of Equity Securities.
The disclosure in Item 5.02 of this Current Report on Form 8-K regarding the
employee inducement award is incorporated by reference into this Item 3.02. The
inducement award is exempt from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), by virtue of
Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Commercial Officer
Effective as of April 10, 2023, Aravive, Inc. (the "Company") appointed Maria
Carolina Petrini to serve as the Company's Chief Commercial Officer.
Ms. Petrini, age 53, has more than 25 years of experience in developing and
executing successful commercial strategies from concept development to global
launches, bringing important therapies to market, building and growing
businesses and brands at different stages of their life cycle. Most recently,
Ms. Petrini founded and served as President of Decode Consulting LLC, a boutique
advisory firm to the Health and Life Sciences industries. Ms. Petrini founded
Decode Consulting LLC in 2012, where her firm focused on go-to-market strategies
for first product commercialization, global launch readiness, label
optimization, multiple indication assessments, life cycle management strategies
and marketing plans for pharma, medical devices and over the counter products in
oncology, rare diseases, central nervous system, dermatology, cardiovascular and
endocrinology, including leadership and core operational roles in four
successful U.S./global launches. Previously, Ms. Petrini served from 2009-2012
as Global Senior Vice President at Everyday Health, Inc. In this capacity, Ms.
Petrini was responsible for supporting the design of commercial strategies based
on consumer and professional analytics for brands in multiple therapeutic areas
across the top 10 Global Pharmaceutical companies and their products, shaping
and supporting their commercial strategy at different times in their life cycle,
from pre-launch planning to loss of exclusivity. Prior to joining Everyday
Health, Inc., Ms. Petrini served from 2001-2008 as Senior Vice President at
comScore Inc, developing, and leading the Healthcare, Life Sciences and Consumer
Packaged Goods Verticals where she oversaw large multifunctional teams, set
strategy, and managed profit and loss. Ms. Petrini previously held several
marketing and strategy related positions, designed and implemented reporting
platforms, developed syndicated and custom primary and secondary research
methodologies, performed industry analyses, category management analysis,
managed and trained data analysts, sales, and client services functions. Ms.
Petrini earned an M.B.A. Magna Cum Laude from George Washington University in
1998, and a B.A. in International Relations Magna Cum Laude from the Universidad
del Salvador, Argentina in 1993.
Pursuant to the terms of an Offer Letter that is effective April 10, 2023 by and
between Ms. Petrini and the Company (the "Offer Letter"), Ms. Petrini's
compensation for serving as the Company's Chief Commercial Officer includes: (i)
an annual base salary of $400,000; (ii) an annual discretionary bonus targeted
at 40% of her base salary, dependent on the Company's achievement of objective
and subjective criteria established by the Company's Chief Executive Officer and
approved by the Company's Board of Directors; (iii) eligibility to participate
in a number of Company-sponsored benefits, including its medical, dental and
401(k) plans, under the terms and conditions of the benefit plans that may be in
effect from time to time. As an inducement material to her entering into her
employment with the Company, Ms. Petrini was granted on the effective date of
her employment an option to purchase 400,000 shares of the Company's common
stock, par value $0.0001 per share (the "Common Stock"), which option has an
exercise price of $1.86, which is equal to the fair market value of the Common
Stock on the date of the grant (April 10, 2023), expires ten years after the
date of the grant and vests over a four-year period as follows: 25% of the
shares subject to the options will vest on the one-year anniversary of the date
of the grant (April 10, 2024), and the remaining 75% of the shares subject to
the options will vest in equal monthly installments over the next 36 months
following the one-year anniversary of the date of grant, subject to Ms.
Petrini's continued service to the Company. The 400,000 nonqualified stock
options were granted outside of the Company's stock incentive plan and in
reliance on the employment inducement exemption provided under the Nasdaq
Listing Rule 5635(c)(4) and, in accordance with such exemption, the Company will
issue a press release re-disclosing the material terms of such award. Ms.
Petrini and the Company entered into an Inducement Stock Option Grant Notice and
an Inducement Stock Option Agreement, dated April 10, 2023 (the "Inducement
Grant Agreement") that governs the terms of her option award.
Although the 400,000 nonqualified stock options were granted outside of the
Company's stock incentive plan, the terms, conditions, and definitions set forth
in Company's 2019 Equity Incentive Plan (the "Plan") will apply to the award of
options to Ms. Petrini as though the option had been granted under the Plan
(including but not limited to the adjustment provision contained in the Plan),
and the options will be subject to such terms, conditions, and definitions,
which are hereby incorporated herein by reference and made a part hereof.
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--------------------------------------------------------------------------------Ms. Petrini's employment with the Company is for no specific period of time and
either the Company or Ms. Petrini may terminate her employment at any time and
for any reason, with or without cause or advance notice. Under the terms of the
Inducement Stock Option Agreement, if Ms. Petrini's employment ends on or before
the first anniversary of a Corporate Transaction as the result of a
Company-initiated termination of her employment without Cause or her resignation
for Good Reason, her option will be fully and immediately exercisable for the
full remaining term of the option. In addition, if Ms. Petrini is
terminated in connection with a Change in Control, severance benefits will be
those specified under the applicable provisions of the Plan and the Company's
Change in Control Severance Plan the form of which was previously filed with the
Securities and Exchange Commission, which provides specified severance benefits
to certain eligible officers and employees of the Company.
There are no family relationships between Ms. Petrini and any of the Company's
directors or executive officers, nor does Ms. Petrini have any direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Other than as described above, there were no
arrangements or understandings by which Ms. Petrini was appointed as the
Company's Chief Commercial Officer.
The foregoing description of the Offer Letter and the Inducement Grant Agreement
do not purport to be complete and are qualified in their entirety by reference
to the Offer Letter and the Inducement Grant Agreement, copies of which are
filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on
Form 8-K and are incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On April 11, 2023, the Company issued a press release regarding the matters
discussed in Item 5.02 above. A copy of the press release is furnished as
Exhibit 99.1.
The exhibit is being furnished pursuant to Item 7.01, and the information
contained therein shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall either of them be deemed
incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference in such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
10.1 Offer Letter, dated April 10, 2023, by and between Aravive, Inc. and
Maria Carolina Petrini
10.2 Inducement Stock Option Grant Notice and Aravive, Inc. Inducement
Stock Option Agreement, dated April 10, 2023, by and between Aravive,
Inc. and Maria Carolina Petrini
99.1 Press Release of Aravive, Inc. dated April 11, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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