Actuate Therapeutics Announces Closing of $17.25 Million Public Offering of Common Stock, Including Full Exercise of Over-Allotment Option

Rhea-AI Summary

Actuate Therapeutics (NASDAQ: ACTU), a clinical-stage biopharmaceutical company focused on cancer therapies, has successfully closed a $17.25 million public offering of common stock. The offering included 2,464,286 shares at $7.00 per share, with the full exercise of the over-allotment option adding 321,428 shares.

The company plans to use the net proceeds of $15.62 million for working capital and general corporate purposes. Lucid Capital Markets served as the sole book-running manager, while Titan Partners Group acted as financial advisor for the offering.

Positive

• Successfully raised $17.25 million through public offering
• Full exercise of over-allotment option indicates strong demand
• Net proceeds of $15.62 million strengthen working capital position

Negative

• Potential dilution for existing shareholders due to issuance of 2,464,286 new shares

CHICAGO and FORT WORTH, Texas, Sept. 11, 2025 (GLOBE NEWSWIRE) -- Actuate Therapeutics, Inc. (NASDAQ: ACTU) (“Actuate” or the “Company”), a clinical-stage biopharmaceutical company focused on developing therapies for the treatment of high-impact, difficult-to-treat cancers through the inhibition of glycogen synthase kinase-3 beta (GSK-3β), today announced the closing of its $17.25 million underwritten public offering of 2,464,286 shares of its common stock, including 321,428 additional shares of its common stock issued pursuant to the full exercise by the underwriter of its over-allotment option. The public offering price, before underwriting discounts and commissions, for each share of common stock was $7.00. All of the securities in the underwritten public offering were sold by the Company.

Lucid Capital Markets acted as sole book-running manager for the offering. Titan Partners Group, a division of American Capital Partners, acted as financial advisor in connection with the offering.

Greenberg Traurig, LLP represented the Company and Lowenstein Sandler LLP represented the underwriter in the transaction.

The Company intends to use the net proceeds from the offering of approximately $15.62 for working capital and general corporate purposes.

The common stock described above was offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-289988), including a base prospectus, previously filed with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”). A final prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplement, and accompanying base prospectus relating to this offering, may be obtained from Lucid Capital Markets, LLC, 570 Lexington Avenue, 40^th Floor, New York, NY 10022.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Actuate Therapeutics, Inc.

Actuate Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on developing therapies for the treatment of high-impact, difficult-to-treat cancers. Actuate’s lead investigational drug, elraglusib (a novel GSK-3β inhibitor), targets molecular pathways in cancer that are involved in promoting tumor growth and resistance to conventional cancer drugs such as chemotherapy through the inhibition of nuclear factor kappa-light-chain-enhancer of activated B cells (NF-kB) and DNA Damage Response (DDR). Elraglusib may also mediate anti-tumor immunity through the regulation of multiple immune checkpoints and immune cell function. For additional information, please visit the Company’s website at http://www.actuatetherapeutics.com.

Forward-Looking Statements

This press release contains forward-looking statements under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the intended use of proceeds from the offering. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially, including those risks disclosed under the caption “Risk Factors” in the final prospectus supplement related to the offering. These forward-looking statements speak only as of the date hereof. Actuate does not undertake and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by law.

Investor Contact

Mike Moyer
Managing Director
LifeSci Advisors, LLC
mmoyer@lifesciadvisors.com

Media Contact

Ignacio Guerrero-Ros, Ph.D., or David Schull
Russo Partners, LLC
Ignacio.guerrero-ros@russopartnersllc.com
David.schull@russopartnersllc.com
(858) 717-2310 or (646) 942-5604

FAQ

What is the size of Actuate Therapeutics' (ACTU) recent public offering?

Actuate Therapeutics raised $17.25 million through a public offering of 2,464,286 shares of common stock at $7.00 per share.

How will Actuate Therapeutics (ACTU) use the proceeds from its public offering?

Actuate Therapeutics will use the net proceeds of $15.62 million for working capital and general corporate purposes.

Who managed Actuate Therapeutics' (ACTU) public offering?

Lucid Capital Markets acted as sole book-running manager, while Titan Partners Group served as financial advisor for the offering.

What is Actuate Therapeutics' (ACTU) main business focus?

Actuate Therapeutics is a clinical-stage biopharmaceutical company developing therapies for high-impact, difficult-to-treat cancers through the inhibition of glycogen synthase kinase-3 beta (GSK-3β).

How many additional shares were issued through the over-allotment option?

The underwriter exercised their full over-allotment option, adding 321,428 additional shares to the offering.