[D] Actuate Therapeutics, Inc. Common stock SEC Filing

Rhea-AI Filing Summary

Bank of Montreal (BMO) is offering US$1.331 million of Senior Medium-Term Notes, Series K ― “Digital Return Barrier Notes due August 10, 2026.” The notes are linked to the least-performing of the S&P 500 Index (SPX) and Russell 2000 Index (RTY). Investors pay 100% of principal at settlement (July 08 2025) and receive a single payment at maturity (Aug 10 2026).

Pay-out structure

• Digital Return: 10.20% ($1,102 per $1,000) if the Final Level of the worst index is ≥ 80% of its July 02 2025 Initial Level.
• Downside: If the Final Level is < 80%, principal is reduced point-for-point with the index decline (e.g., –30% index → $700; –100% → $0). No principal protection.
• No periodic coupons; the notes are unsecured, unsubordinated obligations of BMO and will not be listed on any exchange.

Key terms

• Initial Levels: SPX 6,227.42; RTY 2,226.377
• Barrier/Digital Barrier: 80% of Initial Levels (SPX 4,981.94; RTY 1,781.102)
• Agent commission: 1.93%; net proceeds 98.07%
• Estimated initial value: $972.78 per $1,000 (≈ 97.28%), reflecting structuring & hedging costs
• CUSIP: 06376EKW1; calculation & selling agent: BMO Capital Markets (BMOCM)

Primary risks

• Market risk: Any decline >20% in the worst index triggers dollar-for-dollar loss of principal up to 100%.
• Limited upside: Return capped at 10.20% even if indices rise substantially.
• Credit & liquidity risk: Payment depends on BMO credit; no exchange listing and BMOCM is not obliged to make a market.
• Pricing inefficiency: Purchase price exceeds estimated value by ~2.72%, plus potential bid-ask discounts in any secondary trading.

Positive

• 10.20% fixed digital return achievable even if indices fall up to 19.99%, offering higher potential than many short-term IG bonds.
• Short 13-month tenor limits exposure duration compared with longer structured products.
• Diversified reference assets across large-cap (SPX) and small-cap (RTY) U.S. equities.

Negative

• Unlimited downside after a 20% drop in the worst index, exposing investor to full equity risk.
• Return cap at 10.20% eliminates participation in any upside beyond the digital level.
• Pricing premium: issue price exceeds estimated value by about 2.72% plus 1.93% commission.
• No secondary-market listing; liquidity solely dependent on BMOCM's willingness to bid.
• Credit risk of Bank of Montreal; note holders rank pari-passu with other senior debt.
• High correlation between SPX and RTY reduces diversification benefit and increases barrier-breach probability.

Insights

Structured-Product Analyst

TL;DR: 10.2% capped return, full downside after –20%; pricing includes 2.7% premium and credit risk of BMO.

The notes suit tactical investors who expect SPX and RTY to stay flat to mildly negative over the next 13 months. A fixed 10.20% gain is attractive relative to short-dated investment-grade yields, but the payoff is binary: a 19.9% index drop still earns the full digital payout, whereas a 20.01% decline slashes principal. The embedded option is inexpensive for BMO: the bank retains upside beyond 10.2% and passes 1-to-1 downside to the buyer. The initial value (97.278%) versus issue price (100%) shows typical dealer margin, while the 1.93% selling concession plus hedge cost erode secondary value. Credit-spread widening or equity volatility spikes can pressure note prices well before maturity. Overall, risk-adjusted return is modest; I view impact as neutral for diversified portfolios.

Portfolio Risk Manager

TL;DR: High left-tail risk, no liquidity, limited upside—instrument skews risk/return against holder.

From a portfolio hedging standpoint these notes add significant tail exposure: any protracted bear market >20% wipes out capital linearly. Correlation between SPX and RTY is high, so diversification benefit is minimal; probability of barrier breach in recessionary scenarios is material. With no interim coupons, carry is zero until maturity, leaving owners vulnerable to mark-to-market swings and credit spread fatigue. The lack of listing constrains exit routes; BMOCM’s discretionary bid adds further uncertainty. Given these characteristics, the note is best classified as a speculative alternative to short-horizon equity exposure rather than fixed-income substitute. I assign a negative impact score.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001652935

Apotheca Therapeutics, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ACTUATE THERAPEUTICS, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ACTUATE THERAPEUTICS, INC.
Street Address 1		Street Address 2
1751 RIVER RUN		SUITE 400
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
FORT WORTH	TEXAS	76107	817-887-8455

3. Related Persons

Last Name	First Name	Middle Name
Schmitt	Daniel
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lytle	Paul
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fletcher	Aaron	G.L.
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Keyes	Jason
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ronneberg	Amy
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sawhney	Roger
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thomson	Todd
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Zabrowski	Daniel
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mazar	Andrew
Street Address 1	Street Address 2
1751 RIVER RUN	SUITE 400
City	State/Province/Country	ZIP/PostalCode
FORT WORTH	TEXAS	76107

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-27				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$9,330,958	USD	or Indefinite
Total Amount Sold	$4,665,479	USD
Total Remaining to be Sold	$4,665,479	USD	or Indefinite

Clarification of Response (if Necessary):

Offering amount includes the aggregate gross proceeds that may be received in the future upon the cash exercise in full of warrants.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

8

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ACTUATE THERAPEUTICS, INC.	/s/ Paul Lytle	Paul Lytle	Chief Financial Officer	2025-07-07

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What digital return do BMO's Digital Return Barrier Notes offer?

The notes pay a 10.20% fixed return ($1,102 per $1,000) if the worst-performing index finishes at or above 80% of its initial level.

When do the notes linked to SPX and RTY mature?

They mature on August 10, 2026, with a valuation date of August 05, 2026.

What happens if the least-performing index falls more than 20%?

Principal is reduced 1-for-1 with the index decline; a 30% drop yields $700, and a 100% drop yields $0.

How does the initial estimated value compare to the purchase price?

BMO’s estimated initial value is $972.78 per $1,000, about 2.72% below the $1,000 issue price.

Are the notes insured or exchange-listed?

No. They are unsecured, uninsured obligations of BMO and will not be listed on any securities exchange.