TODD S. THOMSON - 05 Jan 2026 Form 4 Insider Report for ACTUATE THERAPEUTICS, INC. (ACTU)

Role
Director, 10%+ Owner
Signature
TODD THOMSON /s/ Todd Thomson
Issuer symbol
ACTU
Transactions as of
05 Jan 2026
Net transactions value
-$1,624,000
Form type
4
Filing time
07 Jan 2026, 12:45:49 UTC
Previous filing
23 May 2025
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
THOMSON TODD S Director, 10%+ Owner 9440 SANTA MONICA BLVD, SUITE 710, BEVERLY HILLS TODD THOMSON /s/ Todd Thomson 07 Jan 2026 0001225707
Kairos Venture Partners II, L.P. Director, 10%+ Owner 9440 SOUTH SANTA MONICA BLVD., #710, BEVERLY HILLS KAIROS VENTURE PARTNERS II, L.P. /s/ James T. Demetriades, Authorized Signatory 07 Jan 2026 0001696711

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACTU Common Stock Sale $1,624,000 -280,000 -24% $5.80 904,795 05 Jan 2026 By Kairos Venture Partners II, L.P. F1, F2
holding ACTU Common Stock 873,033 05 Jan 2026 By Kairos Venture Opportunities I, L.P. F1, F2
holding ACTU Common Stock 321,781 05 Jan 2026 By Kairos SPV Fund, LLC F1, F2
holding ACTU Common Stock 254,735 05 Jan 2026 By Kairos-Actuate SPV, L.P. F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI.
F2 Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Todd Thomson serves as CFO/COO of Kairos Venture Investments, LLC and is a director on the board of directors of Actuate Therapeutics, Inc. ("Actuate"). Due to their relationship with Todd Thomson, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons other than Todd Thomson are deemed to be directors by deputization of Actuate.