Form 4: Actuate Therapeutics Insider Group Expands Stake Through Private Placement and Warrants

A group of entities affiliated with Director and 10% Owner Leslie W. Kreis, including Bios 2024 Co-Invest, LP, acquired additional common stock and warrants in Actuate Therapeutics, Inc. through a private placement.

Summary

• Bios 2024 Co-Invest, LP, an entity associated with Director and 10% Owner Leslie W. Kreis, purchased 71,428 shares of Actuate Therapeutics, Inc. common stock at $7 per share.
• Concurrently, Bios 2024 Co-Invest, LP also acquired warrants to purchase an additional 71,428 shares of common stock, with an exercise price of $7.
• The transaction was part of a private placement conducted under a Securities Purchase Agreement dated June 25, 2025, with the closing occurring on June 27, 2025.
• The warrants are exercisable on a cash-only basis and expire 20 days after the earliest of the FDA issuing Breakthrough Therapy designation for elraglusib or the FDA providing a determination on pursuing registration for elraglusib using Phase 2 or Phase 3 clinical data.
• Following this transaction, the aggregated beneficial ownership of common stock by the Bios Equity Entities, including Bios 2024 Co-Invest, LP, Bios Clinical Opportunity Fund, LP, and various Bios Fund LPs, totals over 9.9 million shares.
• This Form 4 is the second of three filings related to the same event, necessitated by SEC filing system limits on the number of reporting persons.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to significant insider buying by a director and 10% owner, coupled with a private placement that injects capital into the company. The warrant structure tied to FDA milestones also indicates strong belief in the company's pipeline.

Positives

• Significant insider buying by a director and 10% owner, Leslie W. Kreis, and affiliated entities, which often signals confidence in the company's future prospects.
• The private placement provides capital to Actuate Therapeutics, Inc., supporting its operations and strategic initiatives.
• The acquisition of warrants tied to FDA milestones for elraglusib indicates a belief in the potential for positive regulatory developments for the drug.

Negatives

• No specific negatives are directly stated in the Form 4 filing, which primarily reports a transaction.

Risks

• The value of the warrants is contingent on future FDA decisions regarding elraglusib, specifically Breakthrough Therapy designation or a determination on registration pathways, introducing regulatory risk.
• The investment is concentrated within a group of related entities, which could amplify the impact of any adverse developments on these specific investors.

Future Outlook

The future outlook for Actuate Therapeutics, Inc. is implicitly tied to the regulatory progress of elraglusib. The warrants acquired in this transaction are exercisable and expire based on key FDA milestones, specifically the issuance of Breakthrough Therapy designation or a determination on pursuing registration using Phase 2 or Phase 3 clinical data for elraglusib.

Management Comments

• Each of the reporting persons may be deemed a 'director by deputization' as the result of Aaron G.L. Fletcher's position as a director of the Issuer.
• This Form 4 is the second of three Forms 4 filed relating to the same event, due to the SEC's EDGAR filing system limit of 10 reporting persons per form.

Industry Context

This transaction occurs within the biotechnology and pharmaceutical industry, where regulatory milestones, particularly FDA designations and clinical trial outcomes, are critical drivers of company valuation. The investment by a director and significant shareholder group suggests continued confidence in Actuate Therapeutics' drug development pipeline, specifically elraglusib, which is a common indicator of internal belief in a company's prospects in this capital-intensive sector.

Comparison to Industry Standards

• The private placement at $7 per share and warrant exercise price indicates a specific valuation agreed upon by the company and these institutional investors, which can be compared to recent financing rounds or market valuations of similar-stage biotech companies.
• The structure of warrants tied to FDA milestones (Breakthrough Therapy designation, Phase 2/3 registration pathway determination) is a common mechanism in biotech financing to align investor incentives with key de-risking events, similar to those seen in deals involving companies like Moderna (mRNA-1273 development) or BioNTech (BNT162b2 development) where regulatory progress significantly impacted valuation.
• The involvement of multiple investment funds (Bios Fund I, II, III, Clinical Opportunity Fund, Co-Invest vehicles) managed by the same general partners (Bios Equity Partners, Cavu Management, Bios Capital Management) is typical for venture capital or private equity firms specializing in life sciences, such as Flagship Pioneering or OrbiMed, which often deploy capital across various fund structures into portfolio companies.

Management Changes

Corporate Governance

Related Party Transactions

• The transaction involves the purchase of common stock and warrants by Bios 2024 Co-Invest, LP, which is part of a larger group of Bios Equity Entities.
• These Bios Equity Entities are managed by general partners (Bios Equity Partners, Cavu Management, Bios Capital Management) that are controlled by Leslie W. Kreis (a director and 10% owner) and Aaron G.L. Fletcher (a director).
• Leslie W. Kreis also has sole voting and investment control over Circle K Invesco, LP, another entity holding shares.

Stakeholder Impact

• Shareholders: The private placement and insider buying could be viewed positively, signaling confidence from significant investors and potentially stabilizing or increasing share price. Dilution from the new shares issued in the private placement is a consideration.
• Creditors: The capital raise strengthens the company's financial position, potentially improving its ability to meet obligations.
• Management: The transaction provides additional capital for strategic initiatives and reinforces alignment between management (through affiliated entities) and shareholder interests.

Next Steps

• Monitoring of FDA decisions regarding elraglusib, specifically for Breakthrough Therapy designation or a determination on its registration pathway using Phase 2 or Phase 3 clinical data, as these will impact the exercisability and value of the warrants.
• The filing of the third Form 4 related to this event by Bios Equity COF, LP is expected.

Key Dates

Recommendation

Keywords

SEC Form 4, Insider Trading, Private Placement, Warrants, Common Stock, Actuate Therapeutics, ACTU, Bios Equity Partners, Leslie W. Kreis, Aaron G.L. Fletcher, FDA, elraglusib, Biotechnology, Pharmaceuticals, Investment