Voss Capital and affiliated entities report beneficial ownership stakes in Actuate Therapeutics. The filing states that Voss Capital (through managed accounts and funds) may be deemed to beneficially own 1,814,263 shares, representing approximately 7.65% of Actuate's outstanding common stock. The report breaks this total into holdings including Voss Value Master Fund: 300,000 shares, Voss Value-Oriented Special Situations Fund: 50,000 shares, and Voss Advisors GP (as GP): 350,000 shares. Shares outstanding are reported as 23,709,943 as of March 25, 2026.
Positive
None.
Negative
None.
Insights
Passive large-holder disclosure clarifies group ownership and voting/dispositive powers.
The Schedule 13G/A lists aggregate beneficial ownership across funds, managed accounts, and managing persons. It attributes 1,814,263 shares to Voss Capital and shows voting and dispositive splits by entity, which is typical for an investment manager consolidating positions across vehicles.
Key dependencies include the issuer's reported 23,709,943 shares outstanding as of March 25, 2026. Subsequent filings may update percentages if outstanding share counts or holdings change.
Key Figures
Shares outstanding:23,709,943 sharesVoss Capital beneficial ownership:1,814,263 sharesVoss Value Master Fund holdings:300,000 shares+2 more
5 metrics
Shares outstanding23,709,943 sharesas of March 25, 2026
Voss Capital beneficial ownership1,814,263 sharesaggregate holdings across funds and managed accounts
Voss Value Master Fund holdings300,000 sharesreported beneficially owned by Voss Value Master Fund
Voss Value-Oriented Special Situations Fund holdings50,000 sharesreported beneficially owned by Voss Value-Oriented Special Situations Fund
Voss Advisors GP holdings (as GP)350,000 sharesbeneficial ownership attributed to Voss GP as general partner
Key Terms
beneficially owned, sole dispositive power, Schedule 13G/A
3 terms
beneficially ownedregulatory
"As of the date hereof: a) Voss Value Master Fund beneficially owned 300,000"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"7 | Sole Dispositive Power 1,400,000.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13G/Aregulatory
"The names of the persons filing this statement on (collectively, the "Reporting Persons")"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ACTUATE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.000001 per share
(Title of Class of Securities)
005083100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
005083100
1
Names of Reporting Persons
Voss Capital, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,400,000.00
6
Shared Voting Power
414,263.00
7
Sole Dispositive Power
1,400,000.00
8
Shared Dispositive Power
414,263.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,814,263.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
005083100
1
Names of Reporting Persons
Cocke Travis W.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,400,000.00
6
Shared Voting Power
414,263.00
7
Sole Dispositive Power
1,400,000.00
8
Shared Dispositive Power
414,263.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,814,263.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
005083100
1
Names of Reporting Persons
Voss Advisors GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
350,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
350,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
005083100
1
Names of Reporting Persons
Voss Value Master Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
300,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
300,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
300,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
005083100
1
Names of Reporting Persons
Voss Value-Oriented Special Situations Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
50,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
50,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ACTUATE THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
1751 RIVER RUN, Suite 400, FORT WORTH, TEXAS, 76107
Item 2.
(a)
Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
1. Voss Value Master Fund, L.P. ("Voss Value Master Fund");
2. Voss Value-Oriented Special Situations Fund, L.P. ("Voss Value-Oriented Special Situations Fund");
3. Voss Advisors GP, LLC ("Voss GP");
4. Voss Capital, L.P. ("Voss Capital"); and
5. Travis W. Cocke.
(b)
Address or principal business office or, if none, residence:
a) Voss Value Master Fund: 3773 Richmond, Suite 500 Houston, Texas 77046
b) Voss Value-Oriented Special Situations Fund: 3773 Richmond, Suite 500 Houston, Texas 77046
c) Voss GP: 3773 Richmond, Suite 500 Houston, Texas 77046
d) Voss Capital: 3773 Richmond, Suite 500 Houston, Texas 77046
e) Travis W. Cocke: 3773 Richmond, Suite 500 Houston, Texas 77046
(c)
Citizenship:
a) Voss Value Master Fund: Cayman Islands
b) Voss Value-Oriented Special Situations Fund: Delaware
c) Voss GP: Texas
d) Voss Capital: Texas
e) Travis W. Cocke: USA
(d)
Title of class of securities:
Common Stock, par value $0.000001 per share
(e)
CUSIP No.:
005083100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the date hereof:
a) Voss Value Master Fund beneficially owned 300,000 Ordinary Shares of the Issuer (the "Shares").
b) Voss Value-Oriented Special Situations Fund beneficially owned 50,000 Shares.
c) Voss GP, as the general partner of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 300,000 Shares beneficially owned by Voss Value Master Fund and (ii) 50,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund.
d) Voss Capital, as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain accounts managed by Voss Capital (the "Voss Managed Accounts"), may be deemed the beneficial owner of the (i) 300,000 Shares beneficially owned by Voss Value Master Fund, (ii) 50,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 1,464,263 Shares held in the Voss Managed Accounts.
e) Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 300,000 Shares owned by Voss Value Master Fund, (ii) 50,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund and (iii) 1,464,263 Shares held in the Voss Managed Accounts.
(b)
Percent of class:
The aggregate percentage of the Shares reported owned by each person named herein is based upon 23,709,943 Shares outstanding as of March 25, 2026, which is the total number of Shares outstanding as disclosed in the Issuer's Form 10K filed with the Securities and Exchange Commission on March 26, 2026.
As of the date hereof:
(i) Voss Value Master Fund may be deemed to beneficially own approximately 1.27% of the outstanding Shares;
(ii) Voss Value-Oriented Special Situations Fund may be deemed to beneficially own approximately 0.21% of the outstanding Shares;
(iii) Voss GP may be deemed to beneficially own approximately 1.48% of the outstanding Shares;
(iv) Voss Capital may be deemed to beneficially own approximately 7.65% of the outstanding Shares (approximately 6.18% of the outstanding Shares are held in the Voss Managed Accounts); and
(v) Mr. Cocke may be deemed to beneficially own approximately 7.65% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Voss Capital, LP
Signature:
/s/ Travis W. Cocke
Name/Title:
Travis W. Cocke, Managing Member
Date:
04/22/2026
Cocke Travis W.
Signature:
/s/ Travis W. Cocke
Name/Title:
Travis W. Cocke
Date:
04/22/2026
Voss Advisors GP, LLC
Signature:
/s/ Travis W. Cocke
Name/Title:
Travis W. Cocke, Managing Member
Date:
04/22/2026
Voss Value Master Fund, LP
Signature:
/s/ Travis W. Cocke
Name/Title:
Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner
Date:
04/22/2026
Voss Value-Oriented Special Situations Fund, LP
Signature:
/s/ Travis W. Cocke
Name/Title:
Travis W. Cocke, Managing Member of Voss Advisors GP, LLC, its General Partner
Voss Capital reports beneficial ownership of 1,814,263 shares (about 7.65%). This total reflects holdings across the Voss Managed Accounts and related funds, based on 23,709,943 shares outstanding as of March 25, 2026.
How many shares does Voss Value Master Fund hold in ACTU?
Voss Value Master Fund beneficially owns 300,000 shares. The amount is disclosed in Item 4 and is included in Voss Capital's aggregated beneficial-ownership calculation in the filing.
What is the total number of Actuate Therapeutics shares outstanding used to calculate percentages?
The filing uses 23,709,943 shares outstanding as of March 25, 2026. Percentage ownership figures in the statement (for example, 7.65%) are based on that outstanding share count disclosed in the issuer's Form 10-K.
Who among the reporting persons may be deemed beneficial owners?
The reporting persons include Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss Advisors GP, Voss Capital, and Travis W. Cocke. The filing explains why each entity or individual may be deemed to beneficially own the reported shares.
How are voting and dispositive powers described in the filing?
The cover information lists sole and shared voting and dispositive powers for each reporting person. For example, Voss Capital shows sole voting power and sole dispositive power figures that sum to its reported beneficial ownership.
