ACTU · Actuate Therapeutics, Inc. · Insider Trading
Substantial doubt about the company's ability to continue as a going concern.
“Based on the above matters, we have concluded that there is substantial doubt regarding the Company's ability to continue as a going concern.”View the 10-Q filed Aug 14, 2026
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Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
Insider Sentiment Score
Peer-relative 0–100 rank of how aggressively insiders accumulated over the trailing 90 days. See the full ranking.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-10-28 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Buy↑
Filing footnotes — Common Stock (Direct)
Represents shares of common stock purchased on October 28, 2026 in connection with Issuers public offering. |
Common Stock
|
140,844 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
64,995 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
87,743 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
47,972 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
368,304 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
87,743 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
194,984 |
| 2026-10-28 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Buy↑
Filing footnotes — Warrant to Purchase Common Stock (Direct)
Represents detachable warrants acquired on October 28, 2026 in connection with Issuers public offering. For every two shares of common stock acquired in connection with the public offering, one detachable warrant was issued for no additional consideration. The warrant is immediately exercisable and expires 5 years from this issuance date. |
Warrant to Purchase Common Stock
|
70,422 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
36,056 |
| 2026-10-28 | THOMSON TODD S |
Director |
Award↑
Filing footnotes — Warrants (right to buy) (Indirect)
In consideration for an agreement between Actuate and the Kairos Funds pursuant to which the Kairos Funds agreed, subject to certain limited exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Actuate's common stock beneficially owned by them or any securities convertible into or exercisable or exchangeable for shares of Actuate's common stock for a period of two years from the close of Actuate's public offering of shares of common stock (the "Offering") on October 28, 2026, Actuate agreed to issue warrants to purchase 700,000 shares of Actuate's common stock in the aggregate (the "Warrants") to the Kairos Funds in the amounts reported herein subject to the closing of the Offering. The Warrants were immediately exercisable upon issuance and expire five years after the closing of the Offering. The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI. Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Warrants (right to buy)
(I)
|
269,017 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
82,454 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
682,885 |
| 2026-10-28 | THOMSON TODD S |
Director |
Award↑
Filing footnotes — Warrants (right to buy) (Indirect)
In consideration for an agreement between Actuate and the Kairos Funds pursuant to which the Kairos Funds agreed, subject to certain limited exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Actuate's common stock beneficially owned by them or any securities convertible into or exercisable or exchangeable for shares of Actuate's common stock for a period of two years from the close of Actuate's public offering of shares of common stock (the "Offering") on October 28, 2026, Actuate agreed to issue warrants to purchase 700,000 shares of Actuate's common stock in the aggregate (the "Warrants") to the Kairos Funds in the amounts reported herein subject to the closing of the Offering. The Warrants were immediately exercisable upon issuance and expire five years after the closing of the Offering. The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI. Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Warrants (right to buy)
(I)
|
95,673 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
682,885 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
82,454 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
82,018 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
269,342 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
36,056 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
133,073 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
194,984 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
269,342 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
64,995 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
126,162 |
| 2026-10-28 | THOMSON TODD S |
Director |
Award↑
Filing footnotes — Warrants (right to buy) (Indirect)
In consideration for an agreement between Actuate and the Kairos Funds pursuant to which the Kairos Funds agreed, subject to certain limited exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Actuate's common stock beneficially owned by them or any securities convertible into or exercisable or exchangeable for shares of Actuate's common stock for a period of two years from the close of Actuate's public offering of shares of common stock (the "Offering") on October 28, 2026, Actuate agreed to issue warrants to purchase 700,000 shares of Actuate's common stock in the aggregate (the "Warrants") to the Kairos Funds in the amounts reported herein subject to the closing of the Offering. The Warrants were immediately exercisable upon issuance and expire five years after the closing of the Offering. The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI. Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Warrants (right to buy)
(I)
|
75,738 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
368,304 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
82,018 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
47,972 |
| 2026-10-28 | THOMSON TODD S |
Director |
Award↑
Filing footnotes — Warrants (right to buy) (Indirect)
In consideration for an agreement between Actuate and the Kairos Funds pursuant to which the Kairos Funds agreed, subject to certain limited exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Actuate's common stock beneficially owned by them or any securities convertible into or exercisable or exchangeable for shares of Actuate's common stock for a period of two years from the close of Actuate's public offering of shares of common stock (the "Offering") on October 28, 2026, Actuate agreed to issue warrants to purchase 700,000 shares of Actuate's common stock in the aggregate (the "Warrants") to the Kairos Funds in the amounts reported herein subject to the closing of the Offering. The Warrants were immediately exercisable upon issuance and expire five years after the closing of the Offering. The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI. Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Warrants (right to buy)
(I)
|
259,572 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
824,012 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
126,162 |
| 2026-10-28 | BIOS Fund III, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
133,073 |
| 2026-10-28 | BIOS Fund I, LP |
Director, 10% Owner |
Award↑
Filing footnotes — Warrant (Right to Buy) (Indirect)
Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. 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. 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. 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. |
Warrant (Right to Buy)
(I)
|
824,012 |
| 2026-08-14 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Convert↑
Filing footnotes — Common Stock (Direct)
Represents the issuance of 272,056 shares of common stock from the vesting and settlement of 272,056 RSUs, which number excludes the withholding of 120,521 shares by Issuer to satisfy federal and state withholding taxes due at settlement (see Note 1). Each restricted stock unit represents a contingent right to receive one share of common stock. |
Common Stock
|
272,056 |
| 2026-08-14 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents 120,521 shares of common stock withheld by Issuer to satisfy federal and state withholding taxes owed by holder upon the settlement of restricted stock units ("RSUs"). Represents the closing price of Issuer's common stock on August 14, 2026. |
Common Stock
|
120,521 |
| 2026-08-14 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Convert↓
Filing footnotes — Restricted Stock Units (Direct)
Each restricted stock unit represents a contingent right to receive one share of common stock. 544,111 restricted stock units were granted upon the closing of the issuer's initial public offering on August 14, 2024, of which, 272,055 vested on August 14, 2025 (and settled on February 13, 2026) and 272,056 vested on August 14, 2026. |
Restricted Stock Units
|
272,056 |
| 2026-05-21 | Sawhney Roger |
Director |
Award↑
Filing footnotes — Stock Options (Direct)
Options will vest in full on the anniversary of the grant date. |
Stock Options
|
15,000 |
| 2026-05-21 | Zabrowski Dan |
Director |
Award↑
Filing footnotes — Stock Options (Direct)
Options will vest in full on the anniversary of the grant date. |
Stock Options
|
15,000 |
| 2026-05-21 | Huber Martin H. Jr. |
Director |
Award↑
Filing footnotes — Stock Options (Direct)
Options will vest in full on the anniversary of the grant date. |
Stock Options
|
15,000 |
| 2026-05-21 | RONNEBERG AMY L |
Director |
Award↑
Filing footnotes — Stock Options (Direct)
Options will vest in full on the anniversary of the grant date. |
Stock Options
|
15,000 |
| 2026-05-21 | Fletcher Aaron G.L. |
10% Owner |
Award↑
Filing footnotes — Stock Options (Direct)
Options will vest in full on the anniversary of the grant date. |
Stock Options
|
15,000 |
| 2026-05-21 | Keyes Jason A |
Director |
Award↑
Filing footnotes — Stock Options (Direct)
Options will vest in full on the anniversary of the grant date. |
Stock Options
|
15,000 |
| 2026-05-21 | THOMSON TODD S |
Director |
Award↑
Filing footnotes — Stock Options (Direct)
Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of Kairos Venture Investments, LLC ("KVI"), and serves on the board of directors (the "Board") of Actuate Therapeutics, Inc. ("Actuate"). Mr. Thomson has advised Actuate that he serves on the Board as a representative of certain funds managed and controlled by KVI (the "Kairos Funds") and because Mr. Thomson serves on the Board as a representative of the Kairos Funds, certain of the Kairos Funds have a right to an economic interest in the securities of Actuate granted to Mr. Thomson in respect of his Board position and such Kairos Funds are entitled to an indirect pecuniary interest in such securities, including the Stock Options reported on this Form 4. Options will vest in full on the anniversary of the grant date. |
Stock Options
|
15,000 |
| 2026-04-01 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
Options will vest as to 25% on April 1, 2027 with the remaining 75% vesting in equal monthly installments during the 36 months following the first anniversary of the grant date. |
Employee Stock Option (right to buy)
|
237,000 |
| 2026-04-01 | Mazar Andrew Paul |
Chief Operating Officer |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
Options will vest as to 25% on April 1, 2027 with the remaining 75% vesting in equal monthly installments during the 36 months following the first anniversary of the grant date. |
Employee Stock Option (right to buy)
|
105,000 |
| 2026-04-01 | LYTLE PAUL J |
Director, EVP, Chief Financial Officer, 10% Owner |
Award↑
Filing footnotes — Employee Stock Option (right to buy) (Direct)
Options will vest as to 25% on April 1, 2027 with the remaining 75% vesting in equal monthly installments during the 36 months following the first anniversary of the grant date. |
Employee Stock Option (right to buy)
|
105,000 |
| 2026-02-13 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Convert↓
Filing footnotes — Restricted Stock Units (Direct)
Each restricted stock unit represents a contingent right to receive one share of common stock. 544,111 restricted stock units were granted upon the closing of the issuer's initial public offering on August 14, 2024, of which, 272,055 vested on August 14, 2025 (and settled on February 13, 2026) and 272,056 vest on August 14, 2026. |
Restricted Stock Units
|
272,055 |
| 2026-02-13 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Convert↑
Filing footnotes — Common Stock (Direct)
Represents the issuance of 272,055 shares of common stock from the vesting and settlement of 272,055 RSUs, which number excludes the withholding of 121,874 shares by Issuer to satisfy federal and state withholding taxes due at settlement (see Note 1). Each restricted stock unit represents a contingent right to receive one share of common stock. |
Common Stock
|
272,055 |
| 2026-02-13 | SCHMITT DANIEL M |
Director, President, CEO and Director |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents 121,874 shares of common stock withheld by Issuer to satisfy federal and state withholding taxes owed by holder upon the settlement of restricted stock units ("RSUs"). Represents the closing price of Issuer's common stock on February 13, 2026. |
Common Stock
|
121,874 |
| 2026-01-05 | THOMSON TODD S |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI. Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Common Stock
(I)
|
280,000 |
| 2025-06-27 | Kreis Leslie W. |
10% Owner |
Buy↑
Filing footnotes — Common Stock (Indirect)
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. 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. |
Common Stock
(I)
|
71,428 |