Actuate Therapeutics Announces Pricing of $11.0 Million Underwritten Public Offering

Immediately exercisable warrants provide potential additional funding, while the shares and warrants add dilution for existing holders.

Rhea-AI Summary

Actuate Therapeutics (ACTU) priced an underwritten public offering expected to raise approximately $11.0 million in gross proceeds. The offering comprises 30,985,900 common shares and warrants to purchase up to 15,492,950 shares, priced at $0.71 per set of two shares and one warrant. Warrants have a $0.45 exercise price, are exercisable immediately upon issuance and expire five years after issuance.

The underwriter has a 45-day option to purchase up to 4,647,885 additional shares and warrants for up to 2,323,942 shares. Actuate expects closing on October 28, 2026, subject to customary closing conditions. Gross proceeds exclude underwriting discounts, commissions and offering expenses. Full cash exercise of the warrants would provide approximately $7.0 million in additional gross proceeds.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Offering proceeds are expected to provide approximately $11.0 million gross before discounts, commissions and expenses. 87% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Warrants could provide approximately $7.0 million in additional gross proceeds if fully exercised on a cash basis.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.30,985,900 new common shares dilute holders; each two-share, one-warrant set is priced at $0.71.
• Minor point. Forward-looking: it has not happened yet and may not happen.Warrants for up to 15,492,950 shares add potential dilution at $0.45, exercisable immediately for five years after issuance.
• Minor point. Forward-looking: it has not happened yet and may not happen.Underwriter’s 45-day option permits additional dilution: up to 4,647,885 shares and warrants for up to 2,323,942 shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Underwriting discounts, commissions and offering expenses reduce the proceeds available to Actuate.

News Explained

The eleven-million-dollar gross raise equals about two hundred twenty-seven days of second-quarter 2026 operating cash outflow before offering costs.

Actuate Therapeutics priced an offering of 30,985,900 common shares and warrants for up to 15,492,950 additional shares; closing is expected on October 28, 2026, subject to customary conditions. If completed, issuing the common shares would increase the total share count and reduce existing holders’ percentage ownership; warrant exercise could add further shares and dilution. The company says net proceeds are intended for working capital and general corporate purposes.

At June 30, 2026, cash and equivalents were $4,425,841, and second-quarter operating cash outflow was $4,405,123; the cash balance equals 91.4 days of outflow at that rate.

Sources and calculations

• Actuate Therapeutics Announces Pricing of $11.0 Million Underwritten Public Offering (2026-10-27)
• Actuate Therapeutics Q2 2026 fundamentals (2026Q2)
• Dilution definition (undated)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $11,000,000 / ($4,405,123 / 91) = 227.2 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $4,425,841 / ($4,405,123 / 91) = 91.4 days

Key Figures

Common shares offered: 30,985,900 shares Warrant shares: Up to 15,492,950 shares Offering price: $0.71 per set +5 more

Common shares offered

30,985,900 shares

Underwritten public offering

Warrant shares

Up to 15,492,950 shares

Warrants included in the offering

Offering price

$0.71 per set

Each set includes two common shares and one warrant

Warrant exercise price

$0.45 per share

Warrants exercisable upon issuance

Warrant expiration

Five years after issuance

Term of the warrants

Underwriter option

45 days; up to 4,647,885 shares and warrants for up to 2,323,942 shares

Additional securities purchasable at the underwriter's discretion

Expected gross proceeds

$11.0 million

Before underwriting discounts, commissions, and offering expenses

Potential warrant proceeds

$7.0 million

Additional gross proceeds if all warrants are exercised for cash

Key Terms

underwritten public offering, warrants, exercise price, form s-1

4 terms

underwritten public offering financial

"pricing of an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

warrants financial

"The Warrants will have an exercise price of $0.45 per share"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"The Warrants will have an exercise price of $0.45 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

form s-1 regulatory

"pursuant to an effective registration statement on Form S-1"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

CHICAGO and FORT WORTH, Texas, Oct. 27, 2026 (GLOBE NEWSWIRE) -- Actuate Therapeutics, Inc. (NASDAQ: ACTU) (“Actuate” or the “Company”), a clinical-stage biopharmaceutical company focused on developing novel therapies for difficult-to-treat cancers, today announced the pricing of an underwritten public offering of 30,985,900 shares of its common stock and warrants to purchase up to an aggregate of 15,492,950 shares of its common stock. The public offering price for each set of two shares of common stock and one accompanying warrant (each, a “Warrant” and collectively, the “Warrants”) to purchase one share of common stock is $0.71 per set of securities (the “Offering”). The Warrants are being sold at the rate of one Warrant for every two shares of common stock. The Warrants will have an exercise price of $0.45 per share, are exercisable immediately upon issuance and will expire five years following the date of issuance. The shares of common stock and Warrants will be issued separately but can only be purchased together in the Offering.

In addition, the Company has granted the underwriter a 45-day option to purchase up to 4,647,885 additional shares of its common stock and additional Warrants to purchase up to 2,323,942 shares of common stock, at the underwriter’s discretion, at the public offering price per share of common stock or Warrant, less underwriting discounts and commissions.

The Offering is expected to close on October 28, 2026, subject to the satisfaction of customary closing conditions.

Newbridge Securities Corporation is acting as sole book-running manager for the Offering. The Black River Management LTD Branch Office of Newbridge Securities Corporation was responsible for sourcing and executing the Offering.

The gross proceeds to the Company from the Offering are expected to be approximately $11.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The potential additional gross proceeds from the Warrants, if fully exercised on a cash basis, will be approximately $7.0 million. No assurance can be given that any of the Warrants will be exercised. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The shares of common stock and Warrants described above are being offered by the Company pursuant to an effective registration statement on Form S-1, as amended (File No. 333-299332), filed with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”). A preliminary prospectus relating to the Offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. The Offering is being made only by means of a prospectus that forms part of the effective registration statement. A final prospectus describing the terms of the Offering will be filed with the SEC. Copies of the final prospectus relating to the Offering, when available, may be obtained from Newbridge Securities Corporation, at 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, Attention: Syndicate, Email: syndicate@newbridgesecurities.com.

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-κB) and DNA Damage Response (DDR). Elraglusib may also mediate anti-tumor immunity through the regulation of multiple immune checkpoints and immune cell function.

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 Actuate’s expectations on the timing and completion of the Offering, the potential exercise by the underwriter of its option to purchase additional securities and the anticipated use of proceeds therefrom. 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 prospectus 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.
Russo Partners, LLC
ignacio.guerrero-ros@russopartnersllc.com
(858) 717-2310

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the share and warrant terms of Actuate Therapeutics’ public offering?

The offering price is $0.71 per set of two common shares and one warrant to purchase one common share. Each warrant has a $0.45 exercise price, is exercisable immediately upon issuance and expires five years after issuance. Shares and warrants are issued separately but must be purchased together in the offering.

When is Actuate Therapeutics’ public offering expected to close?

Actuate expects the offering to close on October 28, 2026, subject to satisfaction of customary closing conditions.