Filing Details
- Accession Number:
- 0001104659-25-063992
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-06-30 13:02:42
- Reporting Period:
- 2025-06-27
- Filing Date:
- 2025-06-30
- Accepted Time:
- 2025-06-30 13:02:42
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1652935 | Actuate Therapeutics Inc. | ACTU | () | TX |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1697316 | Bios Fund I, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1700297 | Bios Fund I Qp, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1714576 | Bios Fund Ii, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1716869 | Bios Fund Ii Qp, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1728851 | Bios Fund Ii Nt, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813270 | Cavu Management, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813310 | Cavu Advisors, Llc | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813313 | Bios Equity Partners Ii, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813314 | Bios Equity Partners, Lp | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813316 | W. Leslie Kreis | C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No |
Transaction Summary
| Purchased: | 71,428 shares | Avg. Price: $7.00 | Total Value: $499,996.00 |
| Number of Shares After Transactions: | 196,428 shares | ||
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2025-06-27 | 71,428 | $7.00 | 196,428 | No | 4 | P | Indirect | Directly held by Bios 2024 Co-Invest, LP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Indirect | Directly held by Bios 2024 Co-Invest, LP |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Warrant (Right to Buy) | Acquisiton | 2025-06-27 | 71,428 | $0.00 | 71,428 | $7.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 71,428 | No | 4 | P | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 1,259,427 | Indirect | Directly held by Bios Clinical Opportunity Fund, LP |
| Common Stock | 525,797 | Indirect | Directly held by Bios Fund I, LP |
| Common Stock | 307,538 | Indirect | Directly held by Bios Fund I QP, LP |
| Common Stock | 300,143 | Indirect | Directly held by Bios Fund II, LP |
| Common Stock | 980,433 | Indirect | Directly held by Bios Fund II QP, LP |
| Common Stock | 131,248 | Indirect | Directly held by Bios Fund II NT, LP |
| Common Stock | 300,749 | Indirect | Directly held by Bios Actuate Co-Invest I, LP |
| Common Stock | 383,791 | Indirect | Directly held by Bios Fund III, LP |
| Common Stock | 2,506,667 | Indirect | Directly held by Bios Fund III QP, LP |
| Common Stock | 404,814 | Indirect | Directly held by Bios Fund III NT, LP |
| Common Stock | 2,094,650 | Indirect | Directly held by Bios Actuate Co-Invest II, LP |
| Common Stock | 573,394 | Indirect | Directly held by Bios Actuate Co-Invest III, LP |
| Common Stock | 84,917 | Indirect | Directly held by BP Directors, LP |
| Common Stock | 60,973 | Indirect | Directly held by Aaron G.L. Fletcher |
| Common Stock | 8,056 | Indirect | Directly held by KF Legacy Trust U/A/D December 7, 2016 |
| Common Stock | 8,056 | Indirect | Directly held by MF Legacy Trust U/A/D December 7, 2016 |
| Common Stock | 69,375 | Indirect | Directly held by Circle K Invesco, LP |
Footnotes
- Pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of June 25, 2025, between Actuate Therapeutics, Inc. (the "Issuer") and certain institutional and accredited investors, Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest") purchased from the Issuer in a private placement 71,428 shares of common stock, par value $0.000001 per share (the "Common Stock"), and warrants to purchase 71,428 shares of Common Stock (the "Warrants"). The closing of the transactions contemplated by the Securities Purchase Agreement occurred on June 27, 2025.
- The Warrants are exercisable on a cash only basis at any time after the date of issuance and expire 20 days following the earliest to occur of (i) the U.S. Food and Drug Administration ("FDA") issuing Breakthrough Therapy designation for elraglusib and (ii) the date that the FDA provides written communication available to the Issuer of its determination as to whether the Issuer may pursue registration for elraglusib using Phase 2 or Phase 3 clinical data.
- Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest.
- (Footnote 3 Continue) Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP.
- (Footnote 3 Continue)The shares owned by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II, Bios Actuate Co-Invest III, Bios COF and Bios 2024 Co-Invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively.
- Shares are held in a trust, which has an independent trustee, for the benefit of Mr. Fletcher's children. Mr. Fletcher disclaims beneficial ownership of such shares other than to the extent he may have a pecuniary interest therein.
- Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control.
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