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Actuate Therapeutics issues warrants covering 3M shares

The warrants may be exercised from October 28, 2026, through 5:00 p.m. New York time on October 28, 2031.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Actuate Therapeutics issued the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock at an exercise price of $0.5325 per share. The warrants were issued at the closing of the company’s public offering in consideration for a two-year lock-up of securities beneficially owned by the Bios Entities.

The three reporting persons, each identified as a director and a ten-percent owner, were Bios Fund III, LP, Bios Fund III QP, LP, and Bios Fund III NT, LP. Their reported indirect warrant acquisitions covered 126,162, 824,012, and 133,073 underlying common shares, respectively. The exercise period runs from October 28, 2026, through 5:00 p.m. New York time on October 28, 2031.

Insider BIOS Fund III, LP, BIOS Fund III QP, LP, BIOS Fund III NT, LP
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 64,995 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 87,743 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 682,885 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 194,984 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 368,304 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 47,972 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 82,018 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 36,056 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 269,342 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 82,454 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 133,073 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 824,012 $0.00 $0.00
Grant/Award Warrant (Right to Buy) F1, F2, F3, F4, F5 126,162 $0.00 $0.00
Holdings After Transaction: Warrant (Right to Buy) — 64,995 contracts (Indirect, Directly held by Bios 2024 Co-Invest, LP); Warrant (Right to Buy) — 87,743 contracts (Indirect, Directly held by Bios Actuate Co-Invest I, LP); Warrant (Right to Buy) — 682,885 contracts (Indirect, Directly held by Bios Actuate Co-Invest II, LP); Warrant (Right to Buy) — 194,984 contracts (Indirect, Directly held by Bios Actuate Co-Invest III, LP); Warrant (Right to Buy) — 368,304 contracts (Indirect, Directly held by Bios Clinical Opportunity Fund, LP); Warrant (Right to Buy) — 47,972 contracts (Indirect, Directly held by Bios Fund I QP, LP); Warrant (Right to Buy) — 82,018 contracts (Indirect, Directly held by Bios Fund I, LP); Warrant (Right to Buy) — 36,056 contracts (Indirect, Directly held by Bios Fund II NT, LP); Warrant (Right to Buy) — 269,342 contracts (Indirect, Directly held by Bios Fund II QP, LP); Warrant (Right to Buy) — 82,454 contracts (Indirect, Directly held by Bios Fund II, LP); Warrant (Right to Buy) — 133,073 contracts (Indirect, Directly held by Bios Fund III NT, LP); Warrant (Right to Buy) — 824,012 contracts (Indirect, Directly held by Bios Fund III QP, LP); Warrant (Right to Buy) — 126,162 contracts (Indirect, Directly held by Bios Fund III, LP)
Footnotes (5)
  1. F1. Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering.
  2. F2. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.
  3. F3. 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. F4. 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. F5. 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.
Aggregate warrant shares 3,000,000 shares of common stock Aggregate shares the Bios Entities' warrants may purchase
Warrant exercise price $0.5325 per share Exercise price for the warrants
Bios Fund III warrant shares 126,162 underlying common shares Warrants reported as indirectly acquired by Bios Fund III, LP
Bios Fund III QP warrant shares 824,012 underlying common shares Warrants reported as indirectly acquired by Bios Fund III QP, LP
Bios Fund III NT warrant shares 133,073 underlying common shares Warrants reported as indirectly acquired by Bios Fund III NT, LP
Lock-up period Two years Period the Bios Entities agreed to lock up issuer securities beneficially owned by them
Warrants financial
"warrants to purchase an aggregate of 3,000,000 shares of common stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Exercise Period financial
"period commencing on October 28, 2026 and terminating at 5:00 P.M."
The exercise period is the fixed span of time during which the holder of an option or warrant can turn that contract into shares by paying the agreed strike price. Like a coupon with an expiration date, it sets a deadline for claiming the underlying stock; after it ends the right expires and is lost. For investors, the length and timing of the exercise period affect when shares may be acquired, the flexibility to act, and the contract’s practical value.
Expiration Date financial
"terminating at 5:00 P.M., New York time on October 28, 2031"
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.
lock-up financial
"a two-year lock-up of securities of the Issuer"
A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ACTU shares can the Bios warrants cover?

Actuate Therapeutics issued the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock. The reported indirect acquisitions associated with Bios Fund III, LP, Bios Fund III QP, LP, and Bios Fund III NT, LP cover 126,162, 824,012, and 133,073 underlying shares, respectively.

When do ACTU's Bios warrants expire?

The exercise period runs from October 28, 2026, through 5:00 p.m. New York time on October 28, 2031. A warrant not exercised on or before the expiration date becomes void, and its associated rights cease at close of business on that date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 Fund III, LP

(Last)(First)(Middle)
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400

(Street)
FORT WORTH TEXAS 76107

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (Right to Buy)$0.532510/28/2026A(1)64,99510/28/2026(2)10/28/2031(2)Common Stock64,995$064,995IDirectly held by Bios 2024 Co-Invest, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)87,74310/28/2026(2)10/28/2031(2)Common Stock87,743$087,743IDirectly held by Bios Actuate Co-Invest I, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)682,88510/28/2026(2)10/28/2031(2)Common Stock682,885$0682,885IDirectly held by Bios Actuate Co-Invest II, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)194,98410/28/2026(2)10/28/2031(2)Common Stock194,984$0194,984IDirectly held by Bios Actuate Co-Invest III, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)368,30410/28/2026(2)10/28/2031(2)Common Stock368,304$0368,304IDirectly held by Bios Clinical Opportunity Fund, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)47,97210/28/2026(2)10/28/2031(2)Common Stock47,972$047,972IDirectly held by Bios Fund I QP, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)82,01810/28/2026(2)10/28/2031(2)Common Stock82,018$082,018IDirectly held by Bios Fund I, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)36,05610/28/2026(2)10/28/2031(2)Common Stock36,056$036,056IDirectly held by Bios Fund II NT, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)269,34210/28/2026(2)10/28/2031(2)Common Stock269,342$0269,342IDirectly held by Bios Fund II QP, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)82,45410/28/2026(2)10/28/2031(2)Common Stock82,454$082,454IDirectly held by Bios Fund II, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)133,07310/28/2026(2)10/28/2031(2)Common Stock133,073$0133,073IDirectly held by Bios Fund III NT, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)824,01210/28/2026(2)10/28/2031(2)Common Stock824,012$0824,012IDirectly held by Bios Fund III QP, LP(3)(4)(5)
Warrant (Right to Buy)$0.532510/28/2026A(1)126,16210/28/2026(2)10/28/2031(2)Common Stock126,162$0126,162IDirectly held by Bios Fund III, LP(3)(4)(5)
1. Name and Address of Reporting Person*
BIOS Fund III, LP

(Last)(First)(Middle)
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400

(Street)
FORT WORTH TEXAS 76107

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BIOS Fund III QP, LP

(Last)(First)(Middle)
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400

(Street)
FORT WORTH TEXAS 76107

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BIOS Fund III NT, LP

(Last)(First)(Middle)
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400

(Street)
FORT WORTH TEXAS 76107

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering.
2. A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.
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.
Remarks:
Exhibit 24 - This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two 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. This first Form was filed by Bios Fund III, LP. The second Form 4 was filed by Bios Fund I, LP.
Bios Fund III, LP By: Bios Equity Partners III, 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-fact10/30/2026
Bios Fund III QP, LP By: Bios Equity Partners III, 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-fact10/30/2026
Bios Fund III NT, LP By: Bios Equity Partners III, 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-fact10/30/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 4: SEC 1474 (03-26)

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