[Form 4] Actuate Therapeutics, Inc. Common stock Insider Trading Activity

Rhea-AI Filing Summary

Bios Equity–affiliated funds expand their stake in Actuate Therapeutics (ACTU). On 06/27/2025, Bios 2024 Co-Invest, LP acquired 71,428 common shares at $7.00 in a private placement governed by the 25 June 2025 Securities Purchase Agreement. The fund also received cash-only warrants for an additional 71,428 shares at the same $7.00 exercise price.

Following the purchase, the wider Bios Equity group—spanning 17 limited-partnership vehicles—reports beneficial ownership of approximately 10.2 million ACTU shares, keeping the group well above the 10 % insider threshold. The warrants are immediately exercisable and will expire 20 days after the earlier of (i) the FDA granting Breakthrough Therapy designation for elraglusib or (ii) the FDA’s written guidance on Phase 2/3 registration strategy for the drug.

The filing underscores ongoing strategic and financial support from Bios Equity Partners, whose principals Aaron G.L. Fletcher and Leslie W. Kreis control the voting power of the aggregated holdings. This Form 4 is the third of three split submissions due to EDGAR’s 10-reporting-person limit.

Positive

• Insider confidence: Bios 2024 Co-Invest, LP paid $7.00 per share for 71,428 new shares, injecting roughly $500 k in fresh capital.
• Aligned optionality: Matching warrants create upside-only exposure and require additional cash on exercise, benefiting the company if milestones are achieved.
• Significant ownership: Bios Equity entities now control about 10.2 million shares, reinforcing long-term strategic commitment.

Negative

• Potential dilution: Exercise of the 71,428 warrants will expand the share count, albeit modestly.
• Concentrated control: Bios Equity’s >10 % stake and board presence may limit minority shareholder influence.

Insights

Financial Analyst

TL;DR: Insider group adds $0.5 m in stock plus matching warrants, pushing combined stake to ~10.2 m shares—signal of continued commitment.

Transaction substance: The 71,428-share purchase equates to roughly $500 k in fresh capital. Combined with the 1:1 warrant grant, Bios Equity now owns both additional equity and optionality tied to FDA milestones for elraglusib, the company’s lead asset.

Strategic read-through: Insider buying in a private placement typically suggests confidence, particularly when tied to clinical catalysts. The cash-only warrant structure aligns Bios with shareholders because exercise requires further capital and occurs only if value creation around FDA decisions materialises.

Shareholder impact: Short-term dilution is minimal (<0.5 % of the ~10.2 m shares already controlled by Bios). Potential future dilution from warrant exercise is limited to the same 71,428 shares and would be offset by cash proceeds.

Governance considerations: With >10 % ownership and board representation, Bios maintains significant influence over strategic decisions. Investors should monitor any subsequent sales or additional private placements that could shift the ownership dynamic.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bios Equity COF, LP

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/27/2025		P(1)		71,428	A	$7	196,428	I	Directly held by Bios 2024 Co-Invest, LP(3)(4)(5)
Common Stock								1,259,427	I	Directly held by Bios Clinical Opportunity Fund, LP(3)(4)(5)
Common Stock								525,797	I	Directly held by Bios Fund I, LP(3)(4)(5)
Common Stock								307,538	I	Directly held by Bios Fund I QP, LP(3)(4)(5)
Common Stock								300,143	I	Directly held by Bios Fund II, LP(3)(4)(5)
Common Stock								980,433	I	Directly held by Bios Fund II QP, LP(3)(4)(5)
Common Stock								131,248	I	Directly held by Bios Fund II NT, LP(3)(4)(5)
Common Stock								300,749	I	Directly held by Bios Actuate Co-Invest I, LP(3)(4)(5)
Common Stock								383,791	I	Directly held by Bios Fund III, LP(3)(4)(5)
Common Stock								2,506,667	I	Directly held by Bios Fund III QP, LP(3)(4)(5)
Common Stock								404,814	I	Directly held by Bios Fund III NT, LP(3)(4)(5)
Common Stock								2,094,650	I	Directly held by Bios Actuate Co-Invest II, LP(3)(4)(5)
Common Stock								573,394	I	Directly held by Bios Actuate Co-Invest III, LP(3)(4)(5)
Common Stock								84,917	I	Directly held by BP Directors, LP(3)(4)(5)
Common Stock								60,973	I	Directly held by Aaron G.L. Fletcher
Common Stock								8,056	I	Directly held by KF Legacy Trust U/A/D December 7, 2016(6)
Common Stock								8,056	I	Directly held by MF Legacy Trust U/A/D December 7, 2016(6)
Common Stock								69,375	I	Directly held by Circle K Invesco, LP(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to Buy)	$7	06/27/2025		P(2)		71,428		(2)	(2)	Common Stock	71,428	$0	71,428	I	Directly held by Bios 2024 Co-Invest, LP(3)(4)(5)

1. Name and Address of Reporting Person^*

Bios Equity COF, LP

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bios Clinical Opportunity Fund, LP

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bios 2024 Co-Invest, LP

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BP Directors, LP

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of June 25, 2025, between Actuate Therapeutics, Inc. (the "Issuer") and certain institutional and accredited investors, Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest") purchased from the Issuer in a private placement 71,428 shares of common stock, par value $0.000001 per share (the "Common Stock"), and warrants to purchase 71,428 shares of Common Stock (the "Warrants"). The closing of the transactions contemplated by the Securities Purchase Agreement occurred on June 27, 2025.

2. The Warrants are exercisable on a cash only basis at any time after the date of issuance and expire 20 days following the earliest to occur of (i) the U.S. Food and Drug Administration ("FDA") issuing Breakthrough Therapy designation for elraglusib and (ii) the date that the FDA provides written communication available to the Issuer of its determination as to whether the Issuer may pursue registration for elraglusib using Phase 2 or Phase 3 clinical data.

3. Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest.

4. Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP.

5. The shares owned by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II, Bios Actuate Co-Invest III, Bios COF and Bios 2024 Co-Invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively.

6. Shares are held in a trust, which has an independent trustee, for the benefit of Mr. Fletcher's children. Mr. Fletcher disclaims beneficial ownership of such shares other than to the extent he may have a pecuniary interest therein.

7. Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control.

Remarks:

Exhibit 24 - Power of Attorney Each of the reporting persons may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer. This Form 4 is the third of three Forms 4 filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. The first Form 4 was filed by Leslie W. Kreis as the designated filer. The second Form 4 was filed by Aaron G.L. Fletcher as the designated filer.

	Bios Equity COF, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/30/2025
	Bios Clinical Opportunity Fund, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/30/2025
	Bios 2024 Co-Invest, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/30/2025
	BP Directors, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Actuate Therapeutics (ACTU) shares did Bios 2024 Co-Invest buy?

71,428 common shares were purchased on 06/27/2025 at $7.00 each.

What is the size of Bios Equity’s total beneficial ownership in ACTU after the transaction?

Across 17 affiliated funds, Bios Equity reports ownership of about 10.2 million shares.

What are the key terms of the newly issued warrants?

The warrants cover 71,428 shares, carry a $7.00 exercise price, are cash-only exercisable, and expire 20 days after specified FDA milestones.

Why were three separate Form 4 filings submitted?

EDGAR limits a single Form 4 to 10 reporting persons; the insider group exceeded that number, necessitating three filings.

Does the transaction affect Bios Equity’s status as a 10 % owner?

Yes, the added shares keep Bios Equity well above the 10 % ownership threshold, maintaining insider status.