TODD S. THOMSON - 12 Aug 2024 Form 4 Insider Report for ACTUATE THERAPEUTICS, INC. (ACTU)

Role
Director, 16.4% Owner
Signature
/s/ Todd Thomson
Issuer symbol
ACTU
Transactions as of
12 Aug 2024
Net transactions value
+$5.28
Form type
4
Filing time
16 Aug 2024, 21:12:15 UTC
Previous filing
10 Aug 2021
Next filing
23 May 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACTU Common Stock Conversion of derivative security +1,058,318 +2237% 1,105,636 14 Aug 2024 By KVP II, L.P. F1, F2, F3
transaction ACTU Common Stock Conversion of derivative security +726,163 726,163 14 Aug 2024 By KVOI, L.P. F2, F3, F4
transaction ACTU Common Stock Conversion of derivative security +69,445 +6.3% 1,175,081 14 Aug 2024 By KVP II, L.P. F2, F3, F5
transaction ACTU Common Stock Conversion of derivative security +146,870 +20% 873,033 14 Aug 2024 By KVOI, L.P. F2, F3, F5
transaction ACTU Common Stock Conversion of derivative security +138,889 138,889 14 Aug 2024 By Kairos SPV Fund, LLC F2, F3, F5
transaction ACTU Common Stock Conversion of derivative security +230,597 230,597 14 Aug 2024 By Kairos-Actuate SPV, L.P. F2, F3, F6
transaction ACTU Common Stock Conversion of derivative security +132,908 +96% 271,797 14 Aug 2024 By Kairos SPV Fund, LLC F2, F3, F6
transaction ACTU Common Stock Conversion of derivative security +24,138 +10% 254,735 14 Aug 2024 By Kairos-Actuate SPV, L.P. F2, F3, F7
transaction ACTU Common Stock Conversion of derivative security +49,984 +18% 321,781 14 Aug 2024 By Kairos SPV Fund, LLC F2, F3, F7
transaction ACTU Common Stock Exercise of in-the-money or at-the-money derivative security $150,005 +28,464 +2.4% $5.27* 1,203,545 14 Aug 2024 By KVP II, L.P. F2, F3
transaction ACTU Common Stock Sale $150,000 -18,750 -1.6% $8.00* 1,184,795 14 Aug 2024 By KVP II, L.P. F2, F3, F8

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 Series B-1 Redeemable Convertible Preferred Stock Conversion of derivative security +1,058,318 0 14 Aug 2024 Common Stock 1,058,318 By KVP II, L.P. F1, F2, F3
transaction ACTU Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security +726,163 0 14 Aug 2024 Common Stock 726,163 By KVOI, L.P. F2, F3, F4
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security +69,445 0 14 Aug 2024 Common Stock 69,445 By KVP II, L.P. F2, F3, F5
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security +146,870 0 14 Aug 2024 Common Stock 146,870 By KVOI, L.P. F2, F3, F5
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security +138,889 0 14 Aug 2024 Common Stock 138,889 By Kairos SPV Fund, LLC F2, F3, F5
transaction ACTU Series B-4 Redeemable Convertible Preferred Stock Conversion of derivative security +230,597 0 14 Aug 2024 Common Stock 230,597 By Kairos-Actuate SPV, L.P. F2, F3, F6
transaction ACTU Series B-4 Redeemable Convertible Preferred Stock Conversion of derivative security +132,908 0 14 Aug 2024 Common Stock 132,908 By Kairos SPV Fund, LLC F2, F3, F6
transaction ACTU Series C Redeemable Convertible Preferred Stock Conversion of derivative security +24,138 0 14 Aug 2024 Common Stock 24,138 By Kairos-Actuate SPV, L.P. F2, F3, F7
transaction ACTU Series C Redeemable Convertible Preferred Stock Conversion of derivative security +49,984 0 14 Aug 2024 Common Stock 49,984 By Kairos SPV Fund, LLC F2, F3, F7
transaction ACTU Warrant (Right to Buy) Exercise of in-the-money or at-the-money derivative security +28,464 0 14 Aug 2024 Common Stock 28,464 By KVP II, L.P. F2, F3, F8
transaction ACTU Non-Qualified Stock Options Award $0 +15,000 $0.000000 15,000 12 Aug 2024 Common Stock 15,000 $8.00 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Series B-1 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
F2 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.
F3 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.
F4 The shares of Series B-2 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
F5 The shares of Series B-3 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
F6 The shares of Series B-4 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
F7 The shares of Series C Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
F8 On August 14, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 28,464 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 18,750 of the warrant shares to pay the exercise price and issuing to Kairos Venture Partners II, L.P. the remaining 9,714 shares.
F9 15,000 stock options granted upon the effectiveness of the registration statement for the issuer's initial public offering on August 12, 2024, which vest in full on the first anniversary of the grant date.

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.