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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):
October 26, 2026
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) |
Registrant’s
Telephone Number, Including Area Code: (817) 887-8455
N/A
(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.
Underwriting Agreement
On October 26, 2026, Actuate Therapeutics, Inc.,
a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Newbridge Securities Corporation, acting as sole book-running manager (the “Underwriter”), relating to the issuance and
sale of 30,985,900 shares of the Company’s common stock, par value $0.000001 per share, and warrants to purchase up to an aggregate
of 15,492,950 shares of common stock (the “Common Warrants”) (the “Offering”). The combined public offering price
for each set of two shares of common stock and one accompanying Common Warrant to purchase one share of common stock is $0.71, before
underwriting discounts and commissions. The Common Warrants have an exercise price of $0.45 per share, are exercisable immediately upon
issuance and will expire five years following the date of issuance. Under the terms of the Underwriting Agreement, the Company granted
the Underwriter an over-allotment option, exercisable for 45 days, to purchase up to 4,647,885 additional shares of common stock and additional
Common Warrants to purchase up to 2,323,942 shares of common stock from the Company at the public offering price, less underwriting discounts
and commissions.
On October 28, 2026, the Company closed the Offering.
The net proceeds to the Company from the Offering were approximately $9.96 million, after deducting underwriting discounts and commissions
and estimated Offering expenses payable by the Company.
The Offering was made pursuant to the Company’s
registration statement on Form S-1 (File No. 333-299332), which was declared effective by the Securities
and Exchange Commission on October 26, 2026 under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriter, including liabilities under the Securities Act, other obligations of the parties, and termination provisions.
The Company issued to the Underwriter or its designees
warrants to purchase up to a total of 3.5% of the shares of common stock sold in the Offering (including the shares sold through the exercise
of the over-allotment option). The warrants are exercisable at $0.44375 per share (125% of the public offering price of $0.355 per share)
commencing on the 180th day following the date of the Underwriting Agreement and will expire October 26, 2031 in compliance
with FINRA Rule 5110(g)(8)(A). The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant
to FINRA Rule 5110(e).
A copy of the Underwriting Agreement is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the
Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
Warrant Agency Agreement
Additionally, in connection with the Offering,
on October 28, 2026, the Company entered into a Warrant Agency Agreement with Broadridge Corporate Issuer Solutions, LLC, as warrant agent,
pursuant to which Broadridge Corporate Issuer Solutions, LLC will act as the Company’s agent in connection with the issuance, registration,
transfer, exchange and exercise of the Common Warrants, including the Common Warrants issuable upon exercise of the Underwriter’s
over-allotment option.
A copy of the Warrant Agency Agreement is filed
as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the
Warrant Agency Agreement is qualified in its entirety by the Warrant Agency Agreement.
Item 8.01 Other Events.
On October 27, 2026, the Company issued a press
release announcing that it had priced the Offering. A copy of the Company’s press release is attached as Exhibit 99.1 hereto.
In connection with the Offering, Greenberg Traurig,
LLP provided the Company with the updated legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.
This Current Report on Form 8-K shall not
constitute an offer to sell or a solicitation of an offer to buy shares of common stock or any other securities of the Company, and shall
not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed with this report:
Exhibit
Number |
|
Exhibit Description |
| 1.1 |
|
Underwriting Agreement dated as of October 26, 2026 between the Company and Newbridge Securities Corporation |
| 4.1 |
|
Warrant Agency Agreement dated as of October 28, 2026 between the Company and Broadridge Corporate Issuer Solutions, LLC, as warrant agent |
| 5.1 |
|
Opinion of Greenberg Traurig, LLP |
| 99.1 |
|
Press Release dated October 27, 2026 regarding the pricing of the offering |
| 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. |
| |
|
| Date: October 28, 2026 |
By: |
/s/ Daniel M. Schmitt |
| |
|
Name: Daniel M. Schmitt |
| |
| Title: President and Chief Executive Officer |
Exhibit 99.1
Actuate Therapeutics
Announces Pricing of $11.0 Million
Underwritten
Public Offering
CHICAGO, IL and FORT WORTH, TX, October 27, 2026
— 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
