SCHEDULE 13D/A: Bios Equity Partners Group Updates Significant Stake in Actuate Therapeutics, Exceeding 50% Beneficial Ownership
Beneficial Ownership Update
An amendment to a Schedule 13D filing reveals that the Bios Equity Partners group, including key individuals Leslie W. Kreis and Aaron G.L. Fletcher, has updated its beneficial ownership in Actuate Therapeutics, Inc., with the group's aggregate stake now exceeding 50% of the common stock.
Summary
- The filing is an Amendment No. 1 to a Schedule 13D, updating beneficial ownership information for Actuate Therapeutics, Inc. common stock.
- Aaron G.L. Fletcher, through various Bios entities, is reported to beneficially own an aggregate of 10,109,376 shares, representing 51.3% of the outstanding common stock.
- Bios Advisors GP, LLC, which controls Bios Capital Management, LP, is reported to beneficially own 10,048,403 shares, representing 52.4% of the outstanding common stock.
- Leslie W. Kreis, through various Bios entities, is reported to beneficially own an aggregate of 8,733,351 shares, representing 44.4% of the outstanding common stock.
- The percentages are calculated based on a total of 19,689,495 outstanding shares, which includes 19,619,660 shares reported in the Issuer's Form 10-Q filed on May 15, 2025, plus exercisable warrants and stock options.
- The beneficial ownership includes shares directly held by various Bios funds (e.g., Bios Fund I, Bios Fund II, Bios Fund III, Bios Clinical Opportunity Fund, Bios Actuate Co-Invest funds, Bios 2024 Co-Invest) and shares issuable upon the exercise of warrants and stock options.
- On May 22, 2025, Dr. Aaron G.L. Fletcher was granted options to acquire 15,000 shares of Actuate Therapeutics, Inc. common stock at an exercise price of $10.10 per share, which will fully vest on May 22, 2026, and expire on May 21, 2036.
- A Power of Attorney was executed on May 22, 2025, removing Daniel Schwarz and appointing John Fucci and Troy Osborn as attorneys-in-fact for SEC filings.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and an administrative update to a Power of Attorney, with no inherent positive or negative operational or financial news.
Future Outlook
NA
Industry Context
NA
Related Party Transactions
- Grant of 15,000 stock options to Dr. Aaron G.L. Fletcher, a director of Actuate Therapeutics, Inc., on May 22, 2025, with an exercise price of $10.10 per share.
Stakeholder Impact
- Shareholders: Provides updated transparency on the ownership structure and the significant stake held by the Bios Equity Partners group and its principals.
Key Dates
| Date | Description |
|---|---|
| 2024-08-19 | Original Schedule 13D filing date (referenced as Exhibit 6) |
| 2025-05-15 | Date of Issuer's Form 10-Q filing, reporting 19,619,660 outstanding shares |
| 2025-05-21 | Expiration date for stock options granted to Dr. Fletcher |
| 2025-05-22 | Date of event requiring filing of this statement (grant of options to Dr. Fletcher); Date Power of Attorney was executed |
| 2025-05-26 | Date of filing (implied by 60 days prior to May 27, 2025, and the event date) |
| 2025-05-27 | Signature date of the Schedule 13D Amendment |
| 2026-05-22 | Vesting date for stock options granted to Dr. Fletcher |
Keywords
Schedule 13D, beneficial ownership, Actuate Therapeutics, Bios Equity Partners, institutional investor, equity stake, common stock, SEC filing, investment funds
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