Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors and Officers

On December 31, 2020, Ray Tabibiazar resigned as a director of Aravive, Inc. (the "Company"). The resignation was not a result of any disagreement between the Company and Mr. Tabibiazar on any matter relating to the Company's operations, policies or practices.

On December 31, 2020, the Company entered into a consulting agreement (the "Consulting Agreement") with Mr. Tabibiazar pursuant to which he has agreed to provide consulting services to the Company from time to time. The Consulting Agreement has a one-year term and automatically renews for successive one year periods unless sooner terminated (the "Term"). The Consulting Agreement may be terminated by either party at any time without cause upon fifteen (15) days' written notice.

As compensation, the Company agreed to amend the terms of Mr. Tabibiazar's option grants issued under the Company's equity compensation plan(s) to, among other things, (i) allow for such options to continue to vest during the Term of the Consulting Agreement, and (ii) extend the exercisability date of each option until the earlier of (1) one year following the termination by either Mr. Tabibiazar or the Company of the Consulting Agreement and (2) the latest date on which the options expire as set forth in the applicable award agreements. In addition, Mr. Tabibiazar has agreed not to (A) offer for sale, sell, pledge or otherwise transfer or dispose of any securities of the Company, or securities convertible into or exercisable or exchangeable for shares of common stock of the Company, (B) to enter into any swap or other derivate transaction that transfers any of the economic benefits or risks of ownership of shares of common stock of the Company or (C) to publicly disclose his intention to do any of the foregoing until April 5, 2021.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On December 31, 2020, 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.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number    Description
10.1        Consulting Agreement, dated December 31, 2020, between the Company
          and Ray Tabibiazar
99.1        Press Release, dated December 31, 2020

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