Actuate Therapeutics, Inc. filings document a clinical-stage oncology issuer with Nasdaq-listed common stock and emerging growth company status. Registration statements and capital-structure disclosures cover the company's common stock offering, security terms, and public-company reporting framework.
Actuate's 8-K and proxy filings record material events, Regulation FD clinical disclosures for elraglusib in metastatic pancreatic ductal adenocarcinoma, material agreements, shareholder voting matters, board composition, director elections, auditor ratification, governance matters, and risk-related disclosures tied to its biopharmaceutical development program.
Actuate Therapeutics, Inc. (ACTU) is offering common stock at a public offering price of $7.00 per share, with underwriting discounts of $0.49 per share. Proceeds before expenses are shown as $6.51 per share, totaling $13,950,006 (or $16,042,502 if the underwriter exercises the over-allotment option). After the offering the company expects approximately 2,142,858 shares outstanding (2,464,286 if over-allotment exercised). The prospectus discloses a going concern financing risk and warns that additional equity or debt may be unavailable or dilutive. The filing lists reserved shares, outstanding options and warrants and describes customary lock-up periods of 90 and 75 days and typical underwriting and distribution terms.
Actuate Therapeutics, Inc. (ACTU) prospectus supplement describes an offering of common stock and related securities and discloses financing, dilution and operational risks. The document states lock-up agreements restricting insider sales for 90 days and an underwriting-related 75-day restriction. It lists share counts reserved or issuable as of June 30, 2025 and September 5, 2025, including restricted stock units, outstanding options (1,774,477 as of June 30, 2025), warrants exercisable for 922,096 shares at a weighted average exercise price of $7.87, and multiple amounts reserved under a Committed Equity Facility with B. Riley (3,364,407 as of September 5, 2025; 3,647,945 as of June 30, 2025). The supplement highlights material risks: substantial doubt about the company’s ability to continue as a going concern, the need for additional capital, potential dilution to existing holders, and clinical, regulatory and market risks related to elraglusib and other product candidates. The prospectus incorporates prior SEC reports and exhibits for further detail.
Actuate Therapeutics, Inc. (ACTU) filed a Form S-3 shelf registration prospectus that describes the types of securities it may offer, including common stock, debt securities, warrants and units, and summarizes the general terms and procedures that will govern future offerings. The document repeatedly states that specific terms—such as aggregate offering amounts, prices, interest or dividend rates, maturities, conversion or exercise mechanics, redemption and default provisions, trustee rights, and fees—will be provided in an applicable prospectus supplement or in exhibits to the registration statement. The prospectus also references incorporated reports and exhibits for further detail and includes officer and director signatures attesting to the filing.
Actuate Therapeutics (NASDAQ:ACTU) entered a $4.7 million private placement with institutional and accredited investors, selling 666,497 common shares at $7.00 and issuing 666,497 cash-only warrants at the same price. Warrants are immediately exercisable and expire 20 days after an FDA milestone (Breakthrough Therapy designation or Phase 2/3 registration pathway feedback), potentially providing another $4.7 million.
Closing is expected by June 30 2025; proceeds earmarked for working capital. Bios 2024 Co-Invest will hold ~49.9 % beneficial ownership post-deal. A Registration Rights Agreement requires ACTU to file a resale shelf by August 9 2025 and meet strict effectiveness deadlines, with liquidated damages for failure.
- Item 1.01: Securities Purchase & Warrants
- Item 3.02: Unregistered sales under Reg D
- Going-concern risk remains despite new funding.