Todd Thomson - Aug 12, 2024 Form 3 Insider Report for ACTUATE THERAPEUTICS, INC. (ACTU)

Role
Director, 16.4% Owner
Signature
/s/ Todd Thomson
Stock symbol
ACTU
Transactions as of
Aug 12, 2024
Transactions value $
$0
Form type
3
Date filed
8/12/2024, 06:57 PM
Previous filing
Aug 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ACTU Common Stock 47.3K Aug 12, 2024 By Kairos Venture Partners II, L.P. F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ACTU Series B-4 Preferred Stock Aug 12, 2024 Common Stock 231K By Kairos-Actuate SPV, L.P. F1, F2, F3, F5
holding ACTU Series C Preferred Stock Aug 12, 2024 Common Stock 24.1 By Kairos-Actuate SPV, L.P. F1, F2, F3, F5
holding ACTU Series B-1 Preferred Stock Aug 12, 2024 Common Stock 1.06M By KVP II, L.P. F1, F2, F3, F5
holding ACTU Series B-1 Warrants Aug 12, 2024 Common Stock 40.3K By KVP II, L.P. F1, F2, F4
holding ACTU Series B-3 Preferred Stock Aug 12, 2024 Common Stock 69.4K By KVP II, L.P. F1, F2, F3, F5
holding ACTU NSO Stock Option Grant Aug 12, 2024 Common Stock 15.9K $2.14 By KVP II, L.P. F1, F2
holding ACTU Series B-2 Preferred Stock Aug 12, 2024 Common Stock 726K By KVOI, L.P. F1, F2, F3, F5
holding ACTU Series B-3 Preferred Stock Aug 12, 2024 Common Stock 147K By KVOI, L.P. F1, F2, F3, F5
holding ACTU Series B-3 Preferred Stock Aug 12, 2024 Common Stock 139K By Kairos SPV Fund, LLC F1, F2, F3, F5
holding ACTU Series B-4 Preferred Stock Aug 12, 2024 Common Stock 133K By Kairos SPV Fund, LLC F1, F2, F3, F5
holding ACTU Series C Preferred Stock Aug 12, 2024 Common Stock 50K By Kairos SPV Fund, LLC F1, F2, F3, F5
* 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 purchase.
F3 Conversion timing occurs according to the terms and conditions stated in the Preferred Stock Purchase Agreement for each class. Conversion will occur automatically upon the closing of Actuate's initial public offering.
F4 There is no expiration date on the rights of the warrants issued. Conversion occurs according to conditions stated in the Note and Warrant Purchase Agreement. Conversion will occur automatically upon closing of Actuate's initial public offering. The conversion price and the number of shares to be issued upon the closing of Actuate's initial public offering is estimated currently and will finalize at pricing of IPO.
F5 Conversion occurs according to the terms and conditions stated in the Preferred Stock Purchase Agreement for each class. Conversion will occur automatically upon the closing of Actuate's initial public offering.

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 Thompson, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons other than Todd Thompson are deemed to be directors by deputization of Actuate.