Actuate Therapeutics, Inc. filings document a clinical-stage oncology issuer with Nasdaq-listed common stock and emerging growth company status. Registration statements and capital-structure disclosures cover the company's common stock offering, security terms, and public-company reporting framework.
Actuate's 8-K and proxy filings record material events, Regulation FD clinical disclosures for elraglusib in metastatic pancreatic ductal adenocarcinoma, material agreements, shareholder voting matters, board composition, director elections, auditor ratification, governance matters, and risk-related disclosures tied to its biopharmaceutical development program.
Actuate Therapeutics, Inc. (ACTU) agreed to issue warrants to the Kairos Funds to purchase an aggregate 700,000 shares of common stock, subject to closing of its public offering on October 28, 2026. The warrants carry a $0.5325 exercise price, are immediately exercisable upon issuance and expire five years after the offering closes.
Actuate Therapeutics issued the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock at an exercise price of $0.5325 per share. The warrants were issued at the closing of the company’s public offering in consideration for a two-year lock-up of securities beneficially owned by the Bios Entities.
The three reporting persons, each identified as a director and a ten-percent owner, were Bios Fund III, LP, Bios Fund III QP, LP, and Bios Fund III NT, LP. Their reported indirect warrant acquisitions covered 126,162, 824,012, and 133,073 underlying common shares, respectively. The exercise period runs from October 28, 2026, through 5:00 p.m. New York time on October 28, 2031.
Actuate Therapeutics, Inc. (ACTU) ownership disclosure identifies Hexstone Capital LLC as the direct holder and beneficial owner of 4,225,352 common shares, or 7.68%, following the October 26, 2026 offering closing. The percentage is based on 54,999,477 shares outstanding as of that date, assuming no warrant exercises. Hexstone also holds warrants exercisable for up to 2,112,676 shares; those underlying shares are excluded from its beneficial ownership because exercise is subject to a 4.99% blocker. Brendan O'Neil, Hexstone's managing member, may be deemed to beneficially own the same shares indirectly and has shared voting and dispositive power; he does not directly own them.
Actuate Therapeutics, Inc. (ACTU) received Nasdaq notice that its common stock closed below the $1.00 per-share minimum bid price for 30 consecutive business days, creating a listing deficiency. The notice has no immediate effect: the stock continues to trade on The Nasdaq Global Market.
ACTU has an initial 180-calendar-day compliance period, through April 26, 2027. It must have a closing bid of at least $1.00 for 10 consecutive business days and meet other listing requirements. If it does not, it may qualify for a second 180-calendar-day period by applying to transfer to Nasdaq Capital Market and meeting that market's other applicable requirements. Separately, ACTU has until January 11, 2027, to regain compliance with the minimum market value of listed securities requirement. The company said there can be no assurance it will regain compliance or obtain an additional period.
Actuate Therapeutics, Inc. (ACTU) reported warrant awards to Bios-affiliated funds and co-investment entities on October 28, 2026. The warrants are exercisable for common stock at $0.5325 per share, during a period running from October 28, 2026, through 5:00 P.M. New York time on October 28, 2031.
A footnote says the Bios Entities agreed to a two-year lock-up of issuer securities they beneficially owned, and Actuate agreed in consideration to issue warrants covering an aggregate of 3,000,000 common shares. The warrants were issued at the closing of Actuate’s public offering.
Actuate Therapeutics, Inc. (ACTU) President, CEO and Director Daniel M. Schmitt reported purchasing 140,844 common shares at $0.355 per share on October 28, 2026, in connection with the issuer’s public offering. He also acquired 70,422 detachable warrants. His direct common-stock holdings following the transaction were 442,560 shares. Separately, The Schmitt Family Irrevocable Trust held 564,071 shares; The Andrew Schmitt, The Anna Schmitt and The Edward Schmitt Irrevocable Trusts each held 22,223 shares. No Rule 10b5-1 plan is reported.
Actuate Therapeutics, Inc. (ACTU) closed an underwritten public offering on October 28, 2026, of 30,985,900 common shares and warrants to purchase up to 15,492,950 common shares. The public price was $0.71 for each set of two shares and one accompanying warrant; the shares and warrants were issued separately but could only be purchased together. The common warrants have a $0.45-per-share exercise price, are exercisable immediately upon issuance and expire five years after issuance. The company reported approximately $9.96 million in net proceeds after underwriting discounts and commissions and estimated offering expenses payable by the company.
Actuate granted Newbridge Securities Corporation, the sole book-running manager, a 45-day option to purchase up to 4,647,885 additional shares and warrants to purchase up to 2,323,942 shares at the public offering price, less underwriting discounts and commissions. It also issued the underwriter or its designees warrants to purchase up to 3.5% of the shares sold in the offering, including shares sold through exercise of the option. These warrants have an exercise price of $0.44375 per share, become exercisable on the 180th day following October 26, 2026, expire October 26, 2031, and are subject to a 180-day lock-up. The company said it intends to use net proceeds for working capital and general corporate purposes.
Actuate Therapeutics, Inc. (ACTU) is offering 30,985,900 common shares and 15,492,950 purchase warrants, plus 15,492,950 common shares issuable upon warrant exercise. Each two shares are sold with one warrant for a combined offering price of $0.71.
The warrants are immediately exercisable at $0.45 per share and expire five years after issuance. A 45-day underwriter option covers up to 4,647,885 additional shares and warrants to purchase 2,323,942 shares. The 4.99% beneficial-ownership limit may be increased to no more than 9.99%, effective on the 61st day after notice.
Estimated net proceeds, assuming no exercise of purchase warrants, are $9,961,479, or $11,495,978 if the underwriter fully exercises its option; proceeds are expected to fund working capital and general corporate purposes. ACTU believes net proceeds plus cash on hand as of October 26, 2026, are sufficient to fund its proposed operating plan for at least 12 months after that date. ACTU reports it does not meet Nasdaq Global Market’s $50 million minimum market value requirement and has until January 11, 2027, to regain compliance, requiring a market value of at least $50 million for 10 consecutive business days. The notice does not currently affect its Nasdaq listing.
Actuate Therapeutics, Inc. (ACTU) proposes a primary offering of 40,000,000 common shares and 20,000,000 purchase warrants exercisable for 20,000,000 shares. It also offers pre-funded warrants for up to 40,000,000 shares in lieu of common shares when a purchase would exceed 4.99% ownership (or 9.99% if elected); shares issuable on warrant exercise are also covered. A 45-day underwriter option covers up to 6,000,000 additional shares and 3,000,000 warrants. Sales cannot begin until the registration statement is effective.
The assumed price is $1.00 per two shares and one warrant; final pricing will be set with the underwriter and may be discounted. Proceeds are intended for working capital and general corporate purposes. At the assumed $0.50 per-share price, the prospectus estimates immediate dilution of approximately $0.20 per share. Projected post-offering shares outstanding are 64,013,577, assuming full pre-funded warrant exercise, no purchase warrant exercise, and no over-allotment.
Actuate is a clinical-stage biopharmaceutical company developing elraglusib; more than 500 patients have received it. Its 286-patient Phase 2 pancreatic cancer study met its primary endpoint, with statistically significant median overall survival improvement versus GnP alone. Nasdaq notified Actuate that its market value was below the $50 million minimum market value of listed securities; the company has until January 11, 2027, to regain compliance.