ARAV Aravive Inc

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Aravive, Inc. (the “Registrant” or the “Company”), is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering an aggregate additional 2,786,848 shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), that may be issued pursuant to the Registrant’s equity incentive plans pursuant to “evergreen” provisions contained therein, respectively, as follows: (i) 2,693,010 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 Equity Incentive Plan (the “2019 EIP”) on January 1, 2023, of which 2,044,063 shares of Common Stock relate to stock options to purchase shares of Common Stock previously issued by the Registrant under the 2019 EIP, (ii) 43,838 shares of Common Stock that have become available for issuance under the 2019 EIP as a result of the forfeiture, termination, expiration or repurchase of stock options or other stock awards that have been granted under the 2014 Equity Incentive Plan and the 2017 Equity Incentive Plan, and (iii) 50,000 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on January 1, 2023. These additional shares of Common Stock are securities of the same class as other securities for which registration statements on Form S-8 have been previously filed with the Securities and Exchange Commission (the “Commission”), which are described below. As disclosed above, these additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2019 EIP and the 2014 ESPP, which provide that the total number of shares subject to such plans will be increased each year pursuant to a specified formula.

Each of the Registrant’s Form S-8 Registration Statements filed with the Commission on April 1, 2014 (File No. 333-194949), May 14, 2015 (File No. 333-204178), March 8, 2016 (File No. 333-210013), March 10, 2017 (File No. 333-216586), October 17, 2018 (File No. 333-227865), March 15, 2019 (File No. 333-230348), September 20, 2019 (File No. 233866), March 27, 2020 (File No. 333-237425), March 17, 2021 (File No. 333-254400) and April 22, 2022 (File No. 333-264445), which relate to the 2019 EIP and 2014 ESPP, is incorporated herein by reference and made a part hereof.