Form 4: Actuate Therapeutics Secures Capital Through Private Placement with Bios Equity Entities

Bios Equity COF, LP and affiliated entities have increased their beneficial ownership in Actuate Therapeutics, Inc. through a private placement of common stock and warrants.

Summary

• Bios 2024 Co-Invest, LP, an entity affiliated with Bios Equity COF, LP, purchased 71,428 shares of common stock and warrants to purchase an additional 71,428 shares of common stock from Actuate Therapeutics, Inc. in a private placement.
• The common stock was acquired at a price of $7 per share.
• The transaction closed on June 27, 2025, pursuant to a Securities Purchase Agreement dated June 25, 2025.
• Following the transaction, the aggregated Bios Equity Entities, including Bios 2024 Co-Invest, LP, Bios Clinical Opportunity Fund, LP, and others, beneficially own a total of 10,049,996 shares of common stock.
• The warrants are exercisable on a cash-only basis at an exercise price of $7 per share and expire 20 days following the earliest of FDA issuing Breakthrough Therapy designation for elraglusib or FDA providing written communication on pursuing registration for elraglusib using Phase 2 or Phase 3 clinical data.
• The total beneficial ownership of common stock by the reporting group, including individual holdings by Aaron G.L. Fletcher, KF Legacy Trust, MF Legacy Trust, and Circle K Invesco, LP, amounts to 10,196,456 shares, in addition to 71,428 warrants.

Sentiment

Score: 6

Explanation: The transaction represents a successful capital raise for Actuate Therapeutics, indicating investor confidence and providing necessary funding. However, it also involves potential future dilution from warrants, balancing the overall sentiment to moderately positive.

Positives

• The private placement provides Actuate Therapeutics, Inc. with additional capital, supporting its operations and strategic initiatives.
• Continued investment by significant institutional and accredited investors like Bios Equity Entities demonstrates confidence in the company's future prospects and drug development pipeline, particularly elraglusib.

Negatives

• The issuance of new shares and warrants in a private placement can lead to dilution for existing shareholders.
• The exercise of warrants in the future would result in further dilution of existing shareholders' equity.

Risks

• The exercisability and expiration of the warrants are contingent upon specific U.S. Food and Drug Administration (FDA) actions regarding elraglusib, introducing regulatory risk.
• Failure to achieve FDA Breakthrough Therapy designation or a clear registration pathway for elraglusib could impact the value and exercisability of the warrants.

Future Outlook

The future exercisability of the warrants is directly tied to key regulatory milestones for elraglusib, specifically the U.S. Food and Drug Administration (FDA) issuing Breakthrough Therapy designation or providing a determination on pursuing registration using Phase 2 or Phase 3 clinical data.

Industry Context

This private placement reflects a common strategy for biotechnology companies like Actuate Therapeutics to raise capital from institutional investors to fund research and development, particularly for clinical-stage assets like elraglusib. Such transactions are crucial for companies in the biotech sector that often require significant funding to advance drug candidates through clinical trials and regulatory approvals.

Comparison to Industry Standards

• Private placements are a standard method for early to mid-stage biotechnology companies to raise capital, often involving institutional investors or venture capital firms specializing in life sciences.
• The inclusion of warrants tied to specific clinical or regulatory milestones is a common feature in biotech financing, aligning investor incentives with drug development progress.
• The reported beneficial ownership by Bios Equity Entities, a group of funds, indicates a significant institutional stake, which is typical for investors seeking substantial influence or long-term strategic positions in promising biotech firms.

Management Changes

Corporate Governance

Related Party Transactions

• The transaction involves Bios Equity COF, LP and its affiliated entities (Bios 2024 Co-Invest, LP, Bios Clinical Opportunity Fund, LP, Bios Fund I, LP, etc.), which are significant shareholders and have a director (Aaron G.L. Fletcher) on Actuate Therapeutics' board, making them related parties.
• The various Bios Equity entities are managed and controlled by general partners such as Bios Equity Partners, LP, Bios Equity Partners II, LP, Bios Equity Partners III, LP, and Bios Equity COF, LP, which are further managed by Cavu Management, LP and Bios Capital Management, LP, ultimately controlled by Leslie W. Kreis, Jr. and Aaron G.L. Fletcher.

Stakeholder Impact

• Shareholders: Experience potential dilution from the issuance of new shares and future warrant exercises, but also benefit from the capital infusion into the company.
• Investors (Bios Equity Entities): Increase their stake and influence in Actuate Therapeutics, aligning their investment with the company's clinical progress.
• Company (Actuate Therapeutics): Gains capital to fund operations and drug development, particularly for elraglusib, which is critical for its strategic objectives.

Next Steps

• The warrants will become exercisable and expire 20 days following the earliest of FDA issuing Breakthrough Therapy designation for elraglusib or FDA providing written communication on pursuing registration for elraglusib using Phase 2 or Phase 3 clinical data.

Key Dates

Keywords

SEC Form 4, private placement, common stock, warrants, beneficial ownership, Actuate Therapeutics, Bios Equity, institutional investment, dilution, FDA, elraglusib, biotechnology, pharmaceuticals, capital raise