Oncology veteran Martin Huber joins Actuate (NASDAQ: ACTU) board
Rhea-AI Filing Summary
Actuate Therapeutics, Inc. appointed Martin H. Huber, MD, as an independent director and expanded its Board from seven to eight members. He will serve as a Class III director until the 2027 annual meeting and join the Nominating and Corporate Governance Committee.
Dr. Huber will participate in the non-employee Director Compensation Program, including stock options to purchase 30,000 common shares vesting over three years and an annual cash retainer of $44,000, paid quarterly. A separate consulting agreement provides a $3,000 quarterly fee for additional R&D advisory services.
The accompanying press release highlights Actuate’s focus on developing elraglusib for difficult-to-treat cancers and reiterates risk factors, including that its financial condition raises substantial doubt about its ability to continue as a going concern without additional capital beyond the second quarter of fiscal 2026.
Positive
- None.
Negative
- Going-concern and funding risk: The company states that its financial condition raises substantial doubt about its ability to continue as a going concern and that additional capital is required to finance operations beyond the second quarter of fiscal 2026.
Insights
Board adds seasoned oncology leader while reiterating going-concern risk.
Actuate Therapeutics is strengthening governance by adding Dr. Martin Huber, an experienced oncology drug developer and former biotech CEO, to its Board and key governance committee. His background spans major cancer drugs and leadership roles at multiple oncology-focused companies.
Compensation is typical for a growth-stage biotech, with 30,000 stock options vesting over three years, a $44,000 annual cash retainer, and a $3,000 quarterly consulting fee for R&D advice. These arrangements align his interests with long-term equity value while compensating for specialized expertise.
The forward-looking statement section reiterates significant financial risk: the company states that its financial condition raises substantial doubt about its ability to continue as a going concern and that it needs additional capital to operate beyond the second quarter of fiscal 2026. This underscores execution risk around funding, even as the company advances elraglusib in difficult-to-treat cancers.
8-K Event Classification
Key Figures
Key Terms
non-employee Director Compensation Program financial
indemnification agreement regulatory
GSK-3β inhibitor technical
DNA Damage Response technical
going concern financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 1, 2026, the Board of Directors (“Board”) of Actuate Therapeutics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Martin H. Huber, MD, to the Board. Dr. Huber was appointed to fill a newly created Board seat resulting from the expansion of the Board from seven (7) to eight (8) directors, also effective upon his appointment. Dr. Huber will serve as a Class III director until the Company’s 2027 annual meeting of stockholders, and until his successor is duly elected and qualified, or until his earlier resignation, death, or removal. Dr. Huber will serve on the Nominating and Corporate Governance Committee of the Board.
Dr. Huber will receive compensation in accordance with the Company’s non-employee Director Compensation Program, including an initial grant of non-statutory stock options to purchase 30,000 shares of common stock, vesting over a three year period, and an annual retainer, paid in equal quarterly installments, of $44,000. The Company also entered into the Company’s standard form indemnification agreement with Dr. Huber. In connection with the appointment of Dr. Huber, the Company entered into a separate consulting agreement with Dr. Huber to provide additional research and development advisory services to the Company upon his appointment, with a quarterly consulting fee of $3,000.
Dr. Huber was the President and Chief Executive Officer of Mersana Therapeutics, Inc (“Mersana”) from 2023 to January 2026 (and a director from 2020 to January 2026) until Mersana was acquired by Day One Biopharmaceuticals. Prior to Mersana, he served as the President of R&D, and prior to that as Chief Medical Officer, of Xilio Therapeutics, Inc. from April 2020 to September 2023. Prior to joining Xilio, Dr. Huber served as Senior Vice President, Chief Medical Officer at TESARO, Inc. from September 2015 until its January 2019 acquisition by GlaxoSmithKline plc, and once acquired, as Senior Vice President, Clinical, until April 2020. Prior to TESARO, Dr. Huber served as Vice President, Oncology Clinical Research at Merck Research Laboratories (“Merck”) from 2012 to 2015. Prior to Merck, he served in roles of increasing responsibility at Schering-Plough, Hoffmann-La Roche and Rhone-Poulenc Rorer, where he led teams in the areas of oncology clinical development, drug safety and pharmacovigilance. He was previously an Assistant Professor of Oncology at the University of Texas M.D. Anderson Cancer Center. Dr. Huber earned his M.D. from Baylor College of Medicine. Dr. Huber currently serves on the board of directors of Syndax Pharmaceuticals where he is the chair of the Science and Technology Committee.
| Item 8.01. | Other Events. |
On May 6, 2026, the Company issued a press release announcing the appointment of Dr. Huber as a newly appointed director of the Company. A copy of this press release is furnished hereto as Exhibit 99.1 and is incorporated by reference.
The information furnished pursuant to Item 8.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished with this report:
| Exhibit No. | Description | |
| 99.1 | Press release issued by Actuate Therapeutics, Inc. on May 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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. | ||
| Date: May 6, 2026 | By: | /s/ Daniel M. Schmitt |
| Name: Daniel M. Schmitt | ||
| Title: President and Chief Executive Officer | ||
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Exhibit 99.1
Actuate Therapeutics
Announces Key Appointment
of Industry Veteran to Board of Directors
Martin Huber, MD brings deep expertise in oncology drug development, regulatory strategy, and commercialization of novel therapies
CHICAGO, IL and FORT WORTH, Texas, May 6, 2026 (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, today announced the appointment of Martin Huber, MD, as an Independent Director, effective immediately. This appointment strengthens Actuate’s leadership team as it advances elraglusib across multiple difficult-to-treat cancer indications toward registration studies and commercialization.
“We are pleased to welcome Marty to our Board of Directors. His dedication and expertise are going to prove invaluable to our mission, and we are excited to have him join us in advancing our programs toward key goals,” said Daniel Schmitt, President & Chief Executive Officer of Actuate Therapeutics. “Dr. Huber’s decades of experience and drug development expertise will be instrumental as we advance elraglusib for the treatment of cancers with high unmet medical need, where elraglusib has the potential to positively affect outcomes for patients.”
Dr. Huber recently served as President and Chief Executive Officer of Mersana Therapeutics until its acquisition by Day One Pharmaceuticals in January 2026. Previously, he held senior R&D leadership roles at Xilio Therapeutics and TESARO, including Chief Medical Officer, and contributed to the approval of multiple oncology medicines such as pembrolizumab, niraparib, dostarlimab, trastuzumab, and docetaxel. Dr. Huber began his career at the University of Texas M.D. Anderson Cancer Center and earned his medical degree from Baylor College of Medicine.
“Having spent my career developing new cancer therapies, I've seen firsthand how challenging it is to find new approaches that can truly impact patient outcomes in difficult-to-treat malignancies,” said Dr. Huber. “Actuate's focus on GSK-3β inhibition targets a well-validated and important pathway that has historically been difficult to target. The team has made significant progress in advancing the science, most recently with its impressive results demonstrated in metastatic pancreatic cancer. I look forward to contributing to help Actuate bring these innovative therapies to more patients across additional histologies.”
About Actuate Therapeutics, Inc.
Actuate 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 www.actuatetherapeutics.com or follow us on LinkedIn, X, and Facebook.
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Forward-Looking Statements
This press release contains forward-looking statements about us, including our and other parties’ clinical trials and development plans, and our industry. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements, other than statements related to present facts or current conditions or of historical facts, contained in this press release are forward-looking statements. Accordingly, these statements involve estimates, assumptions, substantial risks and uncertainties which could cause actual results to differ materially from those expressed in them, including but not limited to that preliminary and unpublished data may be subject to change and further interpretation following the availability of more data or following a more comprehensive review of the data and should not be relied upon as a final analysis; clinical and preclinical drug development involves a lengthy and expensive process with uncertain timelines and outcomes, results of prior preclinical studies, early clinical trials and sub-group studies are not necessarily predictive of future results and may not correlate with improved responses, and elraglusib may not achieve positive clinical results or favorable preclinical results or receive regulatory approval on a timely basis, if at all; that we may not successfully enroll additional patients or establish or advance plans for further development, including through conversations with the FDA or EMA and the standards such bodies may impose for such development; that elraglusib could be associated with side effects, adverse events or other properties or safety risks, which could delay or preclude regulatory approval, cause us to suspend or discontinue clinical trials or result in other negative consequences; our reliance on third parties to conduct our non-clinical studies and our clinical trials; our reliance on third-party licensors and ability to preserve and protect our intellectual property rights; that we face significant competition from other biotechnology and pharmaceutical companies; our ability to fund development activities, including because our financial condition raises substantial doubt as to our ability to continue as a going concern and we require additional capital to finance our operations beyond the second quarter of fiscal year 2026, and a failure to obtain this necessary capital in the near term on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development programs, commercialization efforts or other operations. In addition, any forward-looking statements are qualified in their entirety by reference to the factors discussed under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026, and our Quarterly Reports on Form 10-Q, and other filings with the SEC. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Unless legally required, we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
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Mike Moyer
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LifeSci Advisors, LLC
mmoyer@lifesciadvisors.com
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Russo Partners, LLC
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