Form 4: Actuate Therapeutics Director and 10% Owner Increases Stake Through Private Placement

Aaron G.L. Fletcher, a Director and 10% Owner of Actuate Therapeutics, Inc., along with affiliated Bios entities, acquired 71,428 shares of common stock and warrants in a private placement, increasing their beneficial ownership to over 10 million shares.

Summary

• Aaron G.L. Fletcher, a Director and 10% Owner of Actuate Therapeutics, Inc. (ACTU), and affiliated Bios entities, participated in a private placement.
• Bios 2024 Co-Invest, LP, an entity associated with Mr. Fletcher, purchased 71,428 shares of common stock and warrants to purchase an additional 71,428 shares.
• The common stock was acquired at a price of $7 per share.
• Following this transaction, the total beneficial ownership of common stock by Aaron G.L. Fletcher and the aggregated Bios Equity Entities, along with other indirect holdings, amounts to 10,296,456 shares.
• An additional 71,428 warrants are beneficially owned.
• The transaction closed on June 27, 2025, as part of a Securities Purchase Agreement dated June 25, 2025.
• This Form 4 is the first of three filings related to the same event, with subsequent filings to be made by Leslie W. Kreis and Bios Equity COF, LP due to SEC EDGAR system limitations.

Sentiment

Score: 8

Explanation: The significant insider purchase by a director and major shareholder, coupled with the acquisition of warrants, indicates strong confidence in the company's future and its drug development pipeline, particularly elraglusib. This is generally a very positive signal for investors.

Positives

• Significant insider buying by a Director and 10% owner, indicating strong confidence in the company's future prospects.
• The transaction was part of a private placement, which typically provides capital directly to the company.
• Increased alignment of interests between management/major shareholders and other investors.

Negatives

• No explicit negatives are present in this Form 4 filing.

Risks

• The exercisability and expiration of the warrants are tied to specific U.S. Food and Drug Administration (FDA) milestones for elraglusib, including Breakthrough Therapy designation or a determination on the registration pathway using Phase 2 or Phase 3 clinical data. Failure to achieve these milestones could impact the value of the warrants.

Future Outlook

The future outlook for the warrants is directly tied to the progress of elraglusib, specifically the U.S. Food and Drug Administration (FDA) issuing Breakthrough Therapy designation or providing a determination on the registration pathway using Phase 2 or Phase 3 clinical data. These milestones will determine the expiration of the warrants.

Management Comments

• No direct quotes from company management are provided in this Form 4 filing.

Industry Context

Insider purchases, particularly by directors and significant shareholders, are often viewed positively in the biotechnology and pharmaceutical sectors as they can signal strong internal confidence in a company's drug pipeline and future regulatory success. This transaction suggests a continued commitment from key investors in Actuate Therapeutics, Inc., a company focused on drug development, where regulatory milestones like FDA designations are critical value drivers.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings are mentioned in this document.

Related Party Transactions

• The transaction involves Aaron G.L. Fletcher, a Director and 10% Owner of Actuate Therapeutics, Inc., and various Bios entities (Bios 2024 Co-Invest, LP, Bios Clinical Opportunity Fund, LP, Bios Fund I, LP, etc.) which are managed and controlled by entities where Mr. Fletcher and Mr. Leslie W. Kreis are general partners or managers.
• The shares held in KF Legacy Trust and MF Legacy Trust are for the benefit of Mr. Fletcher's children, and he disclaims beneficial ownership except for pecuniary interest.
• The shares held by Circle K Invesco, LP are controlled by Mr. Kreis.

Stakeholder Impact

• Shareholders: The private placement and insider buying could be perceived as a positive signal, potentially increasing investor confidence and share price. It also indicates a dilution from the new shares issued in the private placement, though the specific impact on existing shareholders depends on the size of the raise relative to outstanding shares.
• Company (Actuate Therapeutics, Inc.): The private placement provides capital, which can be used for operations, research, and development, particularly for elraglusib.

Next Steps

• The filing indicates that two additional Form 4 filings related to the same event will be made by Leslie W. Kreis and Bios Equity COF, LP, respectively, due to SEC EDGAR system limitations.
• Future milestones related to elraglusib's FDA Breakthrough Therapy designation or determination of its registration pathway will impact the exercisability and expiration of the acquired warrants.

Key Dates

Recommendation

Keywords

Actuate Therapeutics, ACTU, SEC Form 4, Insider Buying, Private Placement, Common Stock, Warrants, Director, 10% Owner, Bios Equity Partners, Biotechnology, Pharmaceuticals, Elraglusib, FDA