Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-226594
PROPOSED MERGER
YOUR VOTE IS VERY IMPORTANT
To the
Stockholders of Versartis, Inc. and Aravive Biologics, Inc.:
Versartis, Inc., a Delaware corporation, or Versartis, Velo Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Versartis, or Merger Sub, and Aravive Biologics, Inc., a Delaware corporation, or Aravive, have entered into an Agreement and Plan of Merger and Reorganization, or Merger Agreement, pursuant to which
Merger Sub will merge with and into Aravive, with Aravive surviving the merger as a wholly-owned subsidiary of the combined company. These transactions are referred to herein collectively as the merger. Following the merger, Versartis
will be renamed Aravive, Inc. and is sometimes referred to herein as the combined company. The merger will result in a clinical-stage pharmaceutical company focused on developing Aravives therapeutics that target solid
tumors and hematologic malignancies. Aravives primary therapeutic focus is the GAS6-AXL pathway, where AXL receptor signaling plays an important role in multiple types of malignancies by promoting metastasis, cancer cell survival, resistance
to treatments, and immune suppression. Aravives technology originated in the laboratories of Dr. Amato Giaccia and his colleagues at Stanford University.
The Exchange Ratio (as defined below) was negotiated so that the
pre-closing
securityholders of each of Versartis and
Aravive would beneficially own approximately 50% of the fully diluted shares of Versartis following the closing of the merger, subject to (a) Versartis cash at closing of the merger being within a projected range, and (b) not
counting for purposes of the computation any outstanding options for Versartis common stock having an exercise price greater than $2.53 per share. Accordingly, at the closing of the merger, (i) each outstanding share of capital stock of
Aravive will be converted into the right to receive approximately 2.29, or the Exchange Ratio, shares of Versartis common stock, subject to adjustment for any reverse stock split, (ii) each outstanding
in-the-money
Aravive stock option, whether vested or unvested, that has not been exercised prior to the effective time of the merger will be converted into a stock option to purchase approximately 2.29 shares
of Versartis common stock for each share of Aravive common stock covered by such option and (iii) all other outstanding Aravive stock options will be cancelled for no consideration. The Exchange Ratio provided in the preceding sentence is an
estimate only and assumes that the Exchange Ratio is not adjusted for cash balances as described below in the section titled
The Merger Agreement
. The final Exchange Ratio will be determined pursuant to a formula described in more
detail in the Merger Agreement and in this proxy statement/prospectus/information statement. For a more complete description of the Exchange Ratio, see the section titled
The Merger AgreementExchange Ratio
in this proxy
statement/prospectus/information statement.
Shares of Versartis common stock are currently listed on the Nasdaq Global Select Market under the symbol
VSAR. Prior to the closing of the merger, Versartis intends to file with The Nasdaq Stock Market, LLC, or Nasdaq, a notification form for the listing of additional shares with respect to the shares of Versartis common stock to be issued
to the holders of Aravive capital stock in the merger so that these shares will be listed on the Nasdaq Global Select Market (or such other Nasdaq market on which the shares of Versartis common stock may then be listed) following the merger;
provided, however, that in the event Versartis is so required pursuant to Nasdaqs reverse merger rules, Versartis will file an initial listing application for the combined companys common stock on Nasdaq. After the closing of
the merger, the combined company is expected to trade on Nasdaq under the symbol ARAV. On September 4, 2018, the last trading day before the date of this proxy statement/prospectus/information statement, the closing sale price of
Versartis common stock was $1.75 per share.
Versartis is holding a special meeting of stockholders in order to obtain the stockholder approvals necessary
to complete the merger and other matters. At the Versartis special meeting, which will be held on October 5, 2018 at 10:00 a.m. local time, at the Garden Court Hotel, 520 Cowper Street, Palo Alto, California 94301, unless postponed or
adjourned to a later date, Versartis will ask its stockholders, among other things, to approve the issuance of shares of Versartis common stock as consideration in the merger and to approve an amendment to Versartis certificate of
incorporation effecting a reverse stock split of Versartis common stock at a ratio in the range from
2-for-1
to
15-for-1,
with such specific ratio to be mutually agreed upon by the respective Versartis and Aravive boards of directors or, if the Stock Issuance Proposal is not approved by Versartis stockholders,
determined solely by the Versartis board of directors following the special meeting, each as described in this proxy statement/prospectus/information statement.
As described in this proxy statement/prospectus/information statement, certain Aravive stockholders who in the aggregate beneficially own approximately 78.6% of
the outstanding shares of Aravive capital stock (on an
as-converted
to common stock basis), and certain Versartis stockholders who in the aggregate beneficially own approximately 15.3% of the outstanding
shares of Versartis common stock, are parties to support agreements with Versartis and Aravive, respectively, pursuant to which such stockholders have agreed to vote such shares in favor of approving certain of the transactions contemplated by the
Merger Agreement, including the merger and the issuance of shares of Versartis common stock pursuant to the Merger Agreement, respectively, subject to the terms of the support agreements. No meeting of Aravive stockholders to adopt the Merger
Agreement and approve the merger and related transactions will be held. Instead, all Aravive stockholders will have the opportunity to vote to adopt the Merger Agreement and approve the merger and related transactions by signing and returning to
Aravive a written consent following the registration statement on Form
S-4,
of which this proxy statement/prospectus/information statement is a part, being declared effective by the Securities and Exchange
Commission. The holders of a sufficient number of shares of Aravive capital stock required to adopt the Merger Agreement and approve the merger and related transactions have agreed to adopt the Merger Agreement and approve the merger and related
transactions via written consent. Aravive stockholders, including those who are parties to support agreements, are requested to execute written consents providing such approvals.
After careful consideration, the respective Versartis and Aravive boards of directors have unanimously approved the Merger Agreement and the transactions
contemplated thereby, including the proposals referred to above. The Versartis board of directors unanimously recommends that its stockholders vote FOR each of the Stock Issuance Proposal, the Reverse Stock Split Proposal and the
Adjournment Proposal, each as is described in this proxy statement/prospectus/information statement, and the Aravive board of directors unanimously recommends that its stockholders sign and return to Aravive the written consent indicating their
adoption of the Merger Agreement and approval of the merger and related transactions.
More information about Versartis, Aravive and the proposed
transactions are contained in this proxy statement/prospectus/information statement. Versartis and Aravive urge you to read this proxy statement/prospectus/information statement carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY
CONSIDER THE MATTERS DISCUSSED UNDER
RISK FACTORS
BEGINNING ON PAGE 30.
Versartis and
Aravive are excited about the opportunities the merger brings to both Versartis and Aravive stockholders, and thank you for your consideration and continued support.
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Jay P. Shepard
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Raymond Tabibiazar, M.D.
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President and Chief Executive Officer
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Executive Chairman
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Versartis, Inc.
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Aravive Biologics, Inc.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this proxy statement/prospectus/information statement. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus/information statement is dated September 5, 2018, and is first being mailed to Versartis and Aravive stockholders on
or about September 7, 2018.