SCHEDULE: Actuate Therapeutics Secures Half-Million Dollar Private Placement from Bios 2024 Co-Invest

Actuate Therapeutics, Inc. has completed a private placement, raising nearly $500,000 through the sale of common stock and warrants to Bios 2024 Co-Invest, LP.

Summary

• Actuate Therapeutics, Inc. completed a private placement on June 27, 2025, pursuant to a Securities Purchase Agreement dated June 25, 2025.
• Bios 2024 Co-Invest, LP purchased 71,428 shares of common stock and warrants to purchase an additional 71,428 shares of common stock.
• The aggregate purchase price for this transaction was $499,996.
• Funds for the purchase were sourced from working capital derived from capital contributions and existing lines of credit.
• The warrants are exercisable on a cash-only basis at any time after issuance and expire 20 days following 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.
• Bios 2024 Co-Invest, LP also entered into a Registration Rights Agreement with Actuate Therapeutics, Inc. for the resale of the purchased shares and shares underlying the warrants.
• As of June 27, 2025, Actuate Therapeutics, Inc. had 20,453,886 shares of common stock outstanding.
• Bios Capital Management, LP, as a general partner of several Bios Equity entities, beneficially owns 10,191,259 shares, representing 49.5% of the outstanding shares (including exercisable warrants and options).
• Aaron G.L. Fletcher, as manager of Bios Advisors, beneficially owns 10,267,232 shares, representing 49.8% of the outstanding shares (including exercisable warrants and options, and his sole ownership).

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While there is dilution from the capital raise, securing nearly $500,000 in funding is a positive step for a development-stage biotech company, providing necessary working capital and demonstrating continued investor support. The contingent nature of warrant exercise introduces some uncertainty but is typical for the industry.

Positives

• Actuate Therapeutics, Inc. successfully secured $499,996 in additional capital through a private placement, enhancing its financial liquidity.
• The investment from Bios 2024 Co-Invest, LP, an entity within the broader Bios Equity Partners group, indicates continued investor confidence in the company's prospects.
• The capital infusion provides working capital for the company's operations and strategic initiatives.

Negatives

• The issuance of 71,428 new shares and 71,428 warrants results in immediate and potential future dilution for existing shareholders.
• The exercisability of the warrants is tied to specific FDA milestones for elraglusib, introducing a dependency on regulatory outcomes for full capital realization from warrant exercise.

Risks

• The exercisability of the warrants is contingent upon specific U.S. Food and Drug Administration (FDA) regulatory milestones for elraglusib, including Breakthrough Therapy designation or a determination on registration pathways, which are inherently uncertain and subject to regulatory discretion.
• Failure to achieve the specified FDA milestones for elraglusib could impact the value and exercisability of the warrants, affecting the full potential capital infusion from their exercise.

Future Outlook

The future outlook for Actuate Therapeutics, Inc. includes the potential exercise of warrants, which is contingent upon the U.S. Food and Drug Administration (FDA) issuing Breakthrough Therapy designation for elraglusib or providing a determination on pursuing registration for elraglusib using Phase 2 or Phase 3 clinical data. This ties future capital infusion from warrant exercise directly to key clinical and regulatory milestones for their lead asset.

Industry Context

This private placement is a common financing strategy for biotechnology companies like Actuate Therapeutics, Inc., which typically require significant capital to fund research and development, particularly clinical trials for drug candidates such as elraglusib. Securing funding from institutional investors like Bios Equity Partners is crucial for advancing pipeline assets and navigating the lengthy and costly drug development process. The linkage of warrant exercisability to FDA milestones is a typical structure in biotech financing, aligning investor returns with regulatory progress.

Comparison to Industry Standards

• The document does not provide specific comparable companies, projects, or results to assess the private placement against global industry benchmarks.

Management Changes

Related Party Transactions

• The private placement was conducted with Bios 2024 Co-Invest, LP, which is part of the Bios Equity Partners group, a significant beneficial owner of Actuate Therapeutics, Inc. shares.
• Leslie W. Kreis and Aaron G.L. Fletcher, who are significant beneficial owners and associated with the Bios entities, have shared voting and dispositive power over a substantial portion of the Issuer's shares.

Stakeholder Impact

• Shareholders will experience dilution due to the issuance of new common stock and warrants, which could impact per-share value.
• The capital raise provides Actuate Therapeutics, Inc. with additional working capital, which is beneficial for its operational stability and ability to fund ongoing research and development, potentially leading to long-term value creation.
• The transaction reinforces the commitment of key institutional investors, potentially signaling confidence to other market participants.

Next Steps

• Potential exercise of warrants held by Bios 2024 Co-Invest, LP upon the U.S. Food and Drug Administration (FDA) issuing Breakthrough Therapy designation for elraglusib.
• Potential exercise of warrants held by Bios 2024 Co-Invest, LP upon the FDA providing written communication regarding its determination on pursuing registration for elraglusib using Phase 2 or Phase 3 clinical data.
• The Issuer is obligated to register for resale the shares and shares underlying the warrants purchased by Bios 2024 Co-Invest, LP under the Registration Rights Agreement.

Key Dates

Recommendation

Keywords

Actuate Therapeutics, SEC filing, Schedule 13D, private placement, common stock, warrants, capital raise, institutional investors, biotechnology, elraglusib, FDA, Breakthrough Therapy, clinical data, beneficial ownership, dilution, Bios Equity Partners