Fund tied to Actuate Therapeutics (ACTU) sells 280K shares in Form 4

Rhea-AI Filing Summary

Actuate Therapeutics insider-related entities reported a significant share sale. On 01/05/2026, Kairos Venture Partners II, L.P., an entity associated with director and 10% owner Todd Thomson, sold 280,000 shares of Actuate Therapeutics, Inc. common stock at $5.80 per share. After this sale, Kairos Venture Partners II, L.P. indirectly held 904,795 shares. Other Kairos-managed entities reported indirect holdings of 873,033 shares by Kairos Venture Opportunities I, L.P., 321,781 shares by Kairos SPV Fund, LLC, and 254,735 shares by Kairos-Actuate SPV, L.P. The filing explains that these Kairos funds are managed and controlled by Kairos Venture Investments, LLC, and that Todd Thomson and James Demetriades may be deemed indirect beneficial owners only to the extent of their pecuniary interests.

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

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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^*

THOMSON TODD S

(Last) (First) (Middle)

9440 SANTA MONICA BLVD

SUITE 710

(Street)

BEVERLY HILLS CA 90210

(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)
01/05/2026

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	01/05/2026		S		280,000	D	$5.8	904,795	I	By Kairos Venture Partners II, L.P.(1)(2)
Common Stock								873,033	I	By Kairos Venture Opportunities I, L.P.(1)(2)
Common Stock								321,781	I	By Kairos SPV Fund, LLC(1)(2)
Common Stock								254,735	I	By Kairos-Actuate SPV, L.P.(1)(2)

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

1. Name and Address of Reporting Person^*

THOMSON TODD S

(Last) (First) (Middle)

9440 SANTA MONICA BLVD

SUITE 710

(Street)

BEVERLY HILLS CA 90210

(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^*

Kairos Venture Partners II, L.P.

(Last) (First) (Middle)

9440 SOUTH SANTA MONICA BLVD.

#710

(Street)

BEVERLY HILLS CA 90210

(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. 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.

2. 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.

Remarks:

Todd Thomson serves as CFO/COO of Kairos Venture Investments, LLC and is a director on the board of directors of Actuate Therapeutics, Inc. ("Actuate"). Due to their relationship with Todd Thomson, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons other than Todd Thomson are deemed to be directors by deputization of Actuate.

	TODD THOMSON /s/ Todd Thomson	01/07/2026
	KAIROS VENTURE PARTNERS II, L.P. /s/ James T. Demetriades, Authorized Signatory	01/07/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ACTU report in this Form 4?

The Form 4 reports that Kairos Venture Partners II, L.P. sold 280,000 shares of Actuate Therapeutics, Inc. common stock on 01/05/2026 at $5.80 per share.

Who is associated with the selling entity in the ACTU Form 4 filing?

The selling entity, Kairos Venture Partners II, L.P., is managed by Kairos Venture Investments, LLC, where Todd Thomson serves as CFO/COO and is a director of Actuate Therapeutics, Inc.

How many ACTU shares does Kairos Venture Partners II, L.P. hold after the sale?

Following the reported transaction, Kairos Venture Partners II, L.P. indirectly held 904,795 shares of Actuate Therapeutics, Inc. common stock.

What other Kairos entities reported indirect holdings of ACTU shares?

Other Kairos entities reported indirect holdings of Actuate shares: 873,033 shares by Kairos Venture Opportunities I, L.P., 321,781 shares by Kairos SPV Fund, LLC, and 254,735 shares by Kairos-Actuate SPV, L.P.

Does Todd Thomson personally hold the ACTU shares reported in this Form 4?

The filing states that the shares are held directly by the Kairos funds. It explains that Kairos Venture Investments, LLC, Mr. Thomson, and Mr. Demetriades may be deemed to indirectly beneficially own these securities but each disclaims beneficial ownership except to the extent of their pecuniary interest.

What is the relationship of the reporting persons to Actuate Therapeutics (ACTU)?

The reporting persons are identified as directors and 10% owners of Actuate Therapeutics, Inc., with certain entities deemed directors by deputization due to their relationship with Todd Thomson.