Actuate Therapeutics agrees to issue 700K warrants
The warrant agreement is tied to a two-year restriction on the Kairos Funds' transfers of covered securities, subject to limited exceptions.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Actuate Therapeutics, Inc. (ACTU) agreed to issue warrants to the Kairos Funds to purchase an aggregate 700,000 shares of common stock, subject to closing of its public offering on October 28, 2026. The warrants carry a $0.5325 exercise price, are immediately exercisable upon issuance and expire five years after the offering closes.
Insider Trade Summary
Grant/Award: 700,000 shares
Grant/Award
4 txns
Insider
THOMSON TODD S, Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., Kairos SPV Fund LLC, Kairos-Actuate SPV, L.P., Kairos Venture Investments, LLC, DEMETRIADES JAMES T
Role
Director | Director | Director | Director | Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Warrants (right to buy) F3, F4, F1, F2 | 269,017 | -- | -- |
| Grant/Award | Warrants (right to buy) F3, F4, F1, F2 | 259,572 | -- | -- |
| Grant/Award | Warrants (right to buy) F3, F4, F1, F2 | 75,738 | -- | -- |
| Grant/Award | Warrants (right to buy) F3, F4, F1, F2 | 95,673 | -- | -- |
Holdings After Transaction:
Warrants (right to buy) — 269,017 contracts (Indirect, By Kairos Venture Partners II, LP);
Warrants (right to buy) — 259,572 contracts (Indirect, By Kairos Venture Opportunities I, L.P.);
Warrants (right to buy) — 75,738 contracts (Indirect, By Kairos-Actuate SPV, L.P.);
Warrants (right to buy) — 95,673 contracts (Indirect, By Kairos SPV Fund, LLC)
Footnotes (4)
- F1. The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI.
- F2. Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F3. In consideration for an agreement between Actuate and the Kairos Funds pursuant to which the Kairos Funds agreed, subject to certain limited exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Actuate's common stock beneficially owned by them or any securities convertible into or exercisable or exchangeable for shares of Actuate's common stock for a period of two years from the close of Actuate's public offering of shares of common stock (the "Offering") on October 28, 2026, Actuate agreed to issue warrants to purchase 700,000 shares of Actuate's common stock in the aggregate (the "Warrants") to the Kairos Funds in the amounts reported herein subject to the closing of the Offering.
- F4. The Warrants were immediately exercisable upon issuance and expire five years after the closing of the Offering.
Key Figures
Aggregate warrant coverage: 700,000 common shares
Warrants reported for Kairos Venture Partners II, L.P.: 269,017 warrants
Warrants reported for Kairos Venture Opportunities I, L.P.: 259,572 warrants
+5 more
8 metrics
Aggregate warrant coverage
700,000 common shares
Warrants Actuate agreed to issue, subject to closing of the public offering
Warrants reported for Kairos Venture Partners II, L.P.
269,017 warrants
Reported acquisition
Warrants reported for Kairos Venture Opportunities I, L.P.
259,572 warrants
Reported acquisition
Warrants reported for Kairos-Actuate SPV, L.P.
75,738 warrants
Reported acquisition
Warrants reported for Kairos SPV Fund, LLC
95,673 warrants
Reported acquisition
Exercise price
$0.5325 per share
Warrants to purchase Actuate common stock
Warrant term
Five years
From the closing of the public offering
Transfer restriction period
Two years
From the close of the public offering, subject to limited exceptions
Key Terms
Warrants (right to buy), immediately exercisable, beneficial ownership, pecuniary interest, +1 more
5 terms
Warrants (right to buy) financial
"Warrants (right to buy)"
immediately exercisable financial
"The Warrants were immediately exercisable upon issuance."
beneficial ownership regulatory
"disclaims beneficial ownership of the securities of Actuate"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its or his pecuniary interest therein"
Limited Partnership Agreements financial
"subject to the Limited Partnership Agreements in place for each Kairos Fund"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many ACTU warrants did each Kairos fund receive?
Actuate agreed to issue 269,017 warrants to Kairos Venture Partners II, L.P.; 259,572 to Kairos Venture Opportunities I, L.P.; 75,738 to Kairos-Actuate SPV, L.P.; and 95,673 to Kairos SPV Fund, LLC, subject to closing of the public offering.
What restriction did the ACTU Kairos Funds agree to?
Subject to limited exceptions, the Kairos Funds agreed not to sell, transfer or dispose of, directly or indirectly, Actuate common shares they beneficially own or securities convertible into or exercisable or exchangeable for those shares for two years from the close of the public offering on October 28, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
