Here are the 8-K filings from Actuate Therapeutics, Inc. (ACTU) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow ACTU and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ACTU filings page.
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) 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. disclosed that Nasdaq’s listing qualifications staff notified it that from June 1, 2026 to July 14, 2026 its Market Value of Listed Securities (MVLS) was below the $50 million minimum required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A). The notice has no immediate effect, and the common stock continues to trade under the symbol ACTU.
Under Nasdaq Listing Rule 5810(c)(3)(C), Actuate has 180 calendar days from the July 15, 2026 notice, through January 11, 2027, to regain compliance by having MVLS close at $50 million or more for at least ten consecutive business days. If it does not regain compliance, Nasdaq may initiate delisting, which the company could appeal, or it may consider transferring to the Nasdaq Capital Market. Actuate states it will actively monitor MVLS and take reasonable measures to meet the MVLS requirement, while noting there is no assurance it will regain or maintain compliance.
Actuate Therapeutics, Inc. held its virtual Annual Meeting of Stockholders on May 21, 2026. Stockholders elected two Class II directors, Aaron G.L. Fletcher, Ph.D. and Jason Keyes, each to serve three-year terms ending at the 2029 Annual Meeting, continuing until their successors are elected and qualified.
Fletcher received 14,877,247 votes for and 1,883,025 withheld, with 1,871,309 broker non-votes. Keyes received 16,727,875 votes for and 32,397 withheld, with 1,871,309 broker non-votes. Stockholders also ratified Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 18,571,817 votes for, 50,023 against, and 9,741 abstentions.
Actuate Therapeutics filed an 8-K to share that the FDA has cleared an Investigational New Drug application for an oral tablet formulation of elraglusib, allowing a Phase 1/2 study in advanced solid tumors, including metastatic melanoma, NSCLC, colorectal and pancreatic cancers, with initiation planned for the second half of 2026.
The company is shifting its elraglusib program from an IV to an oral formulation after a Phase 2 trial in metastatic pancreatic ductal adenocarcinoma showed improved overall survival when IV elraglusib was added to gemcitabine plus nab-paclitaxel. Actuate also highlights nonclinical and early clinical data supporting use in RAS-driven cancers and rare pediatric cancers such as Ewing sarcoma and neuroblastoma, and notes potential value from a future pediatric Priority Review Voucher.
At the same time, the exhibits reiterate that Actuate’s financial condition raises substantial doubt about its ability to continue as a going concern and that it needs additional capital to fund operations beyond mid-2026, which could force delays or reductions in its development programs if financing is not obtained.
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.
Actuate Therapeutics, Inc. filed a current report to furnish a press release that shares updated data from its ongoing, fully enrolled randomized Phase 2 trial of elraglusib in combination with gemcitabine/nab-paclitaxel for first-line treatment of metastatic pancreatic ductal adenocarcinoma. The study is identified as Actuate-1801 Part 3B. The press release is included as Exhibit 99.1 under a Regulation FD disclosure item and, along with related website information, is designated as being furnished rather than filed, which limits how it is treated for certain securities law liability and incorporation-by-reference purposes.
Actuate Therapeutics, Inc. filed a current report describing how it shares important information with the public. The company states that it may disclose material updates about its technologies, clinical programs, corporate developments, and other matters through its website, press releases, SEC reports, and social media channels to reach a broad audience.
Investors are directed to the main website, a dedicated investor page with press releases and SEC filings, and company accounts on X (formerly Twitter), LinkedIn, and Facebook, where they can also subscribe for ongoing updates.
Actuate Therapeutics, Inc. filed an 8-K reporting that it has launched an offering of common stock and executed an underwriting agreement with Lucid Capital Markets, LLC. The filing lists two press releases: one announcing the launch of the offering dated September 9, 2025 and another announcing the pricing dated September 10, 2025. The filing includes an opinion and consent from Greenberg Traurig, LLP and an interactive cover page file. The document is signed by CEO Daniel M. Schmitt.
Actuate Therapeutics (NASDAQ:ACTU) entered a $4.7 million private placement with institutional and accredited investors, selling 666,497 common shares at $7.00 and issuing 666,497 cash-only warrants at the same price. Warrants are immediately exercisable and expire 20 days after an FDA milestone (Breakthrough Therapy designation or Phase 2/3 registration pathway feedback), potentially providing another $4.7 million.
Closing is expected by June 30 2025; proceeds earmarked for working capital. Bios 2024 Co-Invest will hold ~49.9 % beneficial ownership post-deal. A Registration Rights Agreement requires ACTU to file a resale shelf by August 9 2025 and meet strict effectiveness deadlines, with liquidated damages for failure.
- Item 1.01: Securities Purchase & Warrants
- Item 3.02: Unregistered sales under Reg D
- Going-concern risk remains despite new funding.