8-K
ACTUATE THERAPEUTICS, INC. (ACTU)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of report (Date of earliest event reported):May 22, 2025
ActuateTherapeutics, Inc.
(ExactName of Registrant as Specified in Charter)
| Delaware | 001-42139 | 47-3044785 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (CommissionFile Number) | (IRS EmployerIdentification No.) |
| 1751 River Run, Suite 400Fort Worth, Texas | ****<br><br> <br>76107 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (817) 887-8455
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b)of the Act:
| ****<br><br> <br>Title of each class | Trading <br><br>Symbol(s) | Name of each exchangeon which registered |
|---|---|---|
| Common Stock, par value $0.000001 per share | ACTU | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On May 22, 2025, Actuate Therapeutics, Inc. (the “Company”) hosted its Annual Meeting of Stockholders (“Annual Meeting”) virtually. At the Annual Meeting, the Company's stockholders (i) elected each of the three Class I director nominees listed below to the Company's Board of Directors, each to serve for a three-year term until the 2028 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified; and (ii) ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The final results for the votes regarding each proposal are set forth below.
| (i) | The voting results with respect to the election of each director were as follows: | ||
|---|---|---|---|
| Nominees | For | Withheld | Broker Non-Votes |
| --- | --- | --- | --- |
| Dr. Roger Sawhney | 14,216,991 | 1,200 | 1,045,368 |
| Mr. Todd Thomson | 14,058,447 | 159,744 | 1,045,368 |
| Dr. Dan Zabrowski | 14,009,434 | 208,757 | 1,045,368 |
| (ii) | The voting results with respect to the ratification of the appointment of Crowe LLP as the Company's independent<br>registered public accounting firm for the fiscal year ending December 31, 2025 were as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 15,098,549 | 150,679 | 14,331 | – |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Actuate Therapeutics, Inc. | ||
|---|---|---|
| Date: May 23, 2025 | By: | /s/ Daniel M. Schmitt |
| Name: Daniel M. Schmitt | ||
| Title: President and Chief Executive Officer |
| 3 |
| --- |