Fletcher Aaron G.L. - Aug 12, 2024 Form 4 Insider Report for ACTUATE THERAPEUTICS, INC. (ACTU)

Role
Director, 10%+ Owner
Signature
Fletcher Aaron G.L. By: /s/ Daniel Schwarz, as attorney-in-fact
Stock symbol
ACTU
Transactions as of
Aug 12, 2024
Transactions value $
$3,975,011
Form type
4
Date filed
8/14/2024, 08:49 PM
Previous filing
Jun 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACTU Common Stock Conversion of derivative security +884K 884K Aug 14, 2024 Directly held by Bios Clinical Opportunity Fund, LP F1, F2, F3, F4
transaction ACTU Common Stock Purchase $3M +375K +42.4% $8.00* 1.26M Aug 14, 2024 Directly held by Bios Clinical Opportunity Fund, LP F2, F3, F4
transaction ACTU Common Stock Purchase $1M +125K $8.00* 125K Aug 14, 2024 Directly held by Bios 2024 Co-Invest, LP F2, F3, F4
transaction ACTU Common Stock Conversion of derivative security +526K 526K Aug 14, 2024 Directly held by Bios Fund I, LP F2, F3, F4, F5
transaction ACTU Common Stock Conversion of derivative security +308K 308K Aug 14, 2024 Directly held by Bios Fund I QP, LP F2, F3, F4, F5
transaction ACTU Common Stock Conversion of derivative security +141K 141K Aug 14, 2024 Directly held by Bios Fund II, LP F2, F3, F4, F6
transaction ACTU Common Stock Conversion of derivative security +462K 462K Aug 14, 2024 Directly held by Bios Fund II QP, LP F2, F3, F4, F6
transaction ACTU Common Stock Conversion of derivative security +61.9K 61.9K Aug 14, 2024 Directly held by Bios Fund II NT, LP F2, F3, F4, F6
transaction ACTU Common Stock Conversion of derivative security +154K 154K Aug 14, 2024 Directly held by Bios Actuate Co-Invest I, LP F2, F3, F4, F6
transaction ACTU Common Stock Conversion of derivative security +54K +38.2% 195K Aug 14, 2024 Directly held by Bios Fund II, LP F2, F3, F4, F7
transaction ACTU Common Stock Conversion of derivative security +176K +38.2% 639K Aug 14, 2024 Directly held by Bios Fund II QP, LP F2, F3, F4, F7
transaction ACTU Common Stock Conversion of derivative security +23.6K +38.2% 85.5K Aug 14, 2024 Directly held by Bios Fund II NT, LP F2, F3, F4, F7
transaction ACTU Common Stock Conversion of derivative security +147K +95.67% 301K Aug 14, 2024 Directly held by Bios Actuate Co-Invest I, LP F2, F3, F4, F7
transaction ACTU Common Stock Conversion of derivative security +102K +52.13% 297K Aug 14, 2024 Directly held by Bios Fund II, LP F2, F3, F4, F8
transaction ACTU Common Stock Conversion of derivative security +333K +52.13% 971K Aug 14, 2024 Directly held by Bios Fund II QP, LP F2, F3, F4, F8
transaction ACTU Common Stock Conversion of derivative security +44.6K +52.12% 130K Aug 14, 2024 Directly held by Bios Fund II NT, LP F2, F3, F4, F8
transaction ACTU Common Stock Conversion of derivative security +310K 310K Aug 14, 2024 Directly held by Bios Fund III, LP F2, F3, F4, F9
transaction ACTU Common Stock Conversion of derivative security +2.02M 2.02M Aug 14, 2024 Directly held by Bios Fund III QP, LP F2, F3, F4, F9
transaction ACTU Common Stock Conversion of derivative security +327K 327K Aug 14, 2024 Directly held by Bios Fund III NT, LP F2, F3, F4, F9
transaction ACTU Common Stock Conversion of derivative security +2.09M 2.09M Aug 14, 2024 Directly held by Bios Actuate Co-Invest II, LP F2, F3, F4, F9
transaction ACTU Common Stock Conversion of derivative security +74.2K +23.97% 384K Aug 14, 2024 Directly held by Bios Fund III, LP F2, F3, F4, F10
transaction ACTU Common Stock Conversion of derivative security +485K +23.97% 2.51M Aug 14, 2024 Directly held by Bios Fund III QP, LP F2, F10
transaction ACTU Common Stock Conversion of derivative security +78.3K +23.97% 405K Aug 14, 2024 Directly held by Bios Fund III NT, LP F2, F3, F4, F10
transaction ACTU Common Stock Conversion of derivative security +573K 573K Aug 14, 2024 Directly held by Bios Actuate Co-Invest III, LP F2, F3, F4, F10
transaction ACTU Common Stock Exercise of in-the-money or at-the-money derivative security $42.5K +8.07K +2.71% $5.27* 305K Aug 14, 2024 Directly held by Bios Fund II, LP F2, F3, F4
transaction ACTU Common Stock Sale -$47.8K -5.31K -1.74% $9.00* 300K Aug 14, 2024 Directly held by Bios Fund II, LP F2, F3, F4, F11
transaction ACTU Common Stock Exercise of in-the-money or at-the-money derivative security $139K +26.4K +2.71% $5.27* 998K Aug 14, 2024 Directly held by Bios Fund II QP, LP F2, F3, F4
transaction ACTU Common Stock Sale -$156K -17.4K -1.74% $9.00* 980K Aug 14, 2024 Directly held by Bios Fund II QP, LP F2, F3, F4, F12
transaction ACTU Common Stock Exercise of in-the-money or at-the-money derivative security $18.6K +3.53K +2.71% $5.27* 134K Aug 14, 2024 Directly held by Bios Fund II NT, LP F2, F3, F4
transaction ACTU Common Stock Sale -$20.9K -2.32K -1.74% $9.00* 131K Aug 14, 2024 Directly held by Bios Fund II NT, LP F2, F3, F4, F13

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
transaction ACTU Convertible Note Conversion of derivative security -884K -100% 0 Aug 14, 2024 Common Stock 884K Directly held by Bios Clinical Opportunity Fund, LP F1, F2, F3, F4
transaction ACTU Series A Redeemable Convertible Preferred Stock Conversion of derivative security -526K -100% 0 Aug 14, 2024 Common Stock 526K Directly held by Bios Fund I, LP F2, F3, F4, F5
transaction ACTU Series A Redeemable Convertible Preferred Stock Conversion of derivative security -308K -100% 0 Aug 14, 2024 Common Stock 308K Directly held by Bios Fund I QP, LP F2, F3, F4, F5
transaction ACTU Series B-1 Redeemable Convertible Preferred Stock Conversion of derivative security -141K -100% 0 Aug 14, 2024 Common Stock 141K Directly held by Bios Fund II, LP F2, F3, F4, F6
transaction ACTU Series B-1 Redeemable Convertible Preferred Stock Conversion of derivative security -462K -100% 0 Aug 14, 2024 Common Stock 462K Directly held by Bios Fund II QP, LP F2, F3, F4, F6
transaction ACTU Series B-1 Redeemable Convertible Preferred Stock Conversion of derivative security -61.9K -100% 0 Aug 14, 2024 Common Stock 61.9K Directly held by Bios Fund II NT, LP F2, F3, F4, F6
transaction ACTU Series B-1 Redeemable Convertible Preferred Stock Conversion of derivative security -154K -100% 0 Aug 14, 2024 Common Stock 154K Directly held by Bios Actuate Co-Invest I, LP F2, F3, F4, F6
transaction ACTU Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security -54K -100% 0 Aug 14, 2024 Common Stock 54K Directly held by Bios Fund II, LP F2, F3, F4, F7
transaction ACTU Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security -176K -100% 0 Aug 14, 2024 Common Stock 176K Directly held by Bios Fund II QP, LP F2, F3, F4, F7
transaction ACTU Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security -23.6K -100% 0 Aug 14, 2024 Common Stock 23.6K Directly held by Bios Fund II NT, LP F2, F3, F4, F7
transaction ACTU Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security -147K -100% 0 Aug 14, 2024 Common Stock 147K Directly held by Bios Actuate Co-Invest I, LP F2, F3, F4, F7
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security -102K -100% 0 Aug 14, 2024 Common Stock 102K Directly held by Bios Fund II, LP F2, F3, F4, F8
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security -333K -100% 0 Aug 14, 2024 Common Stock 333K Directly held by Bios Fund II QP, LP F2, F3, F4, F8
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security -44.6K -100% 0 Aug 14, 2024 Common Stock 44.6K Directly held by Bios Fund II NT, LP F2, F3, F4, F8
transaction ACTU Series B-4 Redeemable Convertible Preferred Stock Conversion of derivative security -310K -100% 0 Aug 14, 2024 Common Stock 310K Directly held by Bios Fund III, LP F2, F3, F4, F9
transaction ACTU Series B-4 Redeemable Convertible Preferred Stock Conversion of derivative security -2.02M -100% 0 Aug 14, 2024 Common Stock 2.02M Directly held by Bios Fund III QP, LP F2, F3, F4, F9
transaction ACTU Series B-4 Redeemable Convertible Preferred Stock Conversion of derivative security -327K -100% 0 Aug 14, 2024 Common Stock 327K Directly held by Bios Fund III NT, LP F2, F3, F4, F9
transaction ACTU Series B-4 Redeemable Convertible Preferred Stock Conversion of derivative security -2.09M -100% 0 Aug 14, 2024 Common Stock 2.09M Directly held by Bios Actuate Co-Invest II, LP F2, F3, F4, F9
transaction ACTU Series C Redeemable Convertible Preferred Stock Conversion of derivative security -74.2K -100% 0 Aug 14, 2024 Common Stock 74.2K Directly held by Bios Fund III, LP F2, F3, F4, F10
transaction ACTU Series C Redeemable Convertible Preferred Stock Conversion of derivative security -485K -100% 0 Aug 14, 2024 Common Stock 485K Directly held by Bios Fund III QP, LP F2, F3, F4, F10
transaction ACTU Series C Redeemable Convertible Preferred Stock Conversion of derivative security -78.3K -100% 0 Aug 14, 2024 Common Stock 78.3K Directly held by Bios Fund III NT, LP F2, F3, F4, F10
transaction ACTU Series C Redeemable Convertible Preferred Stock Conversion of derivative security -573K -100% 0 Aug 14, 2024 Common Stock 573K Directly held by Bios Actuate Co-Invest III, LP F2, F3, F4, F10
transaction ACTU Warrant (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -8.07K -100% $0.00* 0 Aug 14, 2024 Common Stock 8.07K $5.27 Directly held by Bios Fund II, LP F2, F3, F4, F11
transaction ACTU Warrant (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -26.4K -100% $0.00* 0 Aug 14, 2024 Common Stock 26.4K $5.27 Directly held by Bios Fund II QP, LP F2, F3, F4, F12
transaction ACTU Warrant (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -3.53K -100% $0.00* 0 Aug 14, 2024 Common Stock 3.53K $5.27 Directly held by Bios Fund II NT, LP F2, F3, F4, F13
transaction ACTU Stock Options Award $0 +15K $0.00 15K Aug 12, 2024 Common Stock 15K $8.00 Directly held by Aaron G.L. Fletcher F14
holding ACTU Warrant (Right to Buy) 8.07K Aug 12, 2024 Common Stock 8.07K $10.54 Directly held by Bios Fund II, LP F2, F3, F4, F15
holding ACTU Warrant (Right to Buy) 26.4K Aug 12, 2024 Common Stock 26.4K $10.54 Directly held by Bios Fund II QP, LP F2, F3, F4, F15
holding ACTU Warrant (Right to Buy) 3.53K Aug 12, 2024 Common Stock 3.53K $10.54 Directly held by Bios Fund II NT, LP F2, F3, F4, F15
holding ACTU Stock Options 31.9K Aug 12, 2024 Common Stock 31.9K $2.14 Directly held by BP Directors, LP F2, F3, F4, F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects a convertible note that was convertible into shares of common stock of the Issuer. The principal amount of the convertible note together with accrued interest was automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the initial offering price multiplied by 0.8.
F2 Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest").
F3 Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP.
F4 The shares owned by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II, Bios Actuate Co-Invest III, Bios COF and Bios 2024 Co-Invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively.
F5 Each share of Series A Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock had no expiration date.
F6 Each share of Series B-1 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-1 Convertible Preferred Stock had no expiration date.
F7 Each share of Series B-2 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-2 Convertible Preferred Stock had no expiration date.
F8 Each share of Series B-3 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-3 Convertible Preferred Stock had no expiration date.
F9 Each share of Series B-4 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-4 Convertible Preferred Stock had no expiration date.
F10 Each share of Series C Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series C Convertible Preferred Stock had no expiration date.
F11 On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 8,068 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 5,314 of the warrant shares to pay the exercise price and issuing to Bios Fund II the remaining 2,754 shares.
F12 On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 26,355 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 17,361 of the warrant shares to pay the exercise price and issuing to Bios Fund II QP the remaining 8,994 shares.
F13 On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 3,528 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 2,324 of the warrant shares to pay the exercise price and issuing to Bios Fund II NT the remaining 1,204 shares.
F14 The options vest and become exercisable on August 12, 2025, subject to the Mr. Fletcher's continuing service on the Issuer's Board of Directors through such vesting date.
F15 These warrants will expire upon the earliest to occur of (i) September 7, 2028, (ii) the consummation of a change in control of the Issuer and (iii) August 14, 2026, which is the two-year anniversary of the first closing of the Issuer's IPO.
F16 The options are fully vested.

Remarks:

This Form 4 is the third of six Forms 4 filed relating to the same event. The Form 4 has been split into six filings because there are more than 10 reporting persons and 30 rows in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons and 30 rows. The first and second Forms 4 were filed by Leslie W. Kreis as the designated filer. The fourth Form 4 was filed by Aaron G.L. Fletcher. The fifth and sixth Forms 4 were filed by Bios Equity COF, LP as the designated filer. Each of the reporting persons other than Leslie W. Kreis may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer.