false
0001652935
0001652935
2025-09-10
2025-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
September 10, 2025
Actuate
Therapeutics, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
001-42139 |
47-3044785 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
1751 River Run, Suite 400
Fort Worth, Texas |
76107 |
| (Address of Principal Executive Offices) |
(Zip Code) |
(817)
887-8455
(Registrant’s Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
|
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, par value $0.000001 per share |
|
ACTU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2025, Actuate Therapeutics, Inc.
(the “Company”) entered into an Underwriting Agreement (the “Agreement”) with Lucid Capital Markets, LLC (the
“Underwriter”) relating to an underwritten offering (the “Offering”) of 2,142,858 shares (“Shares”)
of common stock of the Company (“Common Stock”). Pursuant to the Agreement, the Company has granted the Underwriter a
30-day over-allotment option to purchase up to an additional 321,428 shares of Common Stock at the public offering price, less
underwriting discounts and commissions. Each Share was offered and sold to the public at an offering price of $7.00 per share. The Offering
is expected to close on September 11, 2025, subject to the satisfaction of customary closing conditions.
The Company estimates that the gross proceeds
from the Offering will be $15.0 million, before deducting underwriting discounts and commissions and estimated Offering expenses payable
by the Company, and assuming no exercise of the Underwriter’s over-allotment option.
The Offering was made
pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-289988) previously filed with the Securities
and Exchange Commission on September 2, 2025 and declared effective by the SEC on September 8, 2025. A definitive prospectus supplement
relating to the Offering has been filed with the Securities and Exchange Commission dated September 10,
2025.
The Agreement contains
customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and
termination provisions. Additionally, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make because of any of those
liabilities. In addition, pursuant to the terms of the Agreement, each of the Company’s directors and executive officers have
entered into “lock-up” agreements with the Underwriter that generally prohibit, without the prior written consent of the Underwriter,
the sale, transfer or other disposition of securities of the Company prior to December 9, 2025. The foregoing description of the Agreement
is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion
and consent of Greenberg Traurig, LLP relating to the issuance and sale of the Shares is attached hereto as Exhibit 5.1.
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there
be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Item 8.01 Other Events.
The Company issued press
releases announcing the launch and pricing of the Offering on September 9, 2025 and September 10, 2025, respectively. Copies of these
press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit
Number |
|
Exhibit Description |
| 1.1 |
|
Underwriting Agreement dated as of September
10, 2025 between the Company and Lucid Capital Markets, LLC |
| 5.1 |
|
Opinion of Greenberg Traurig, LLP |
| 23.1 |
|
Consent of Greenberg Traurig, LLP (included in Exhibit
5.1) |
| 99.1 |
|
Press Release dated September 9, 2025
regarding the launch of the offering of Common Stock |
| 99.2 |
|
Press Release dated September 10, 2025 regarding the pricing of the offering of Common Stock |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Actuate Therapeutics, Inc. |
| |
|
| |
|
| Dated: September 10, 2025 |
/s/ Daniel M. Schmitt |
| |
Daniel M. Schmitt |
| |
Chief Executive Officer |
