Todd Thomson - Aug 12, 2024 Form 4 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 $
$5
Form type
4
Date filed
8/16/2024, 09:12 PM
Previous filing
Aug 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACTU Common Stock Conversion of derivative security +1.06M +2236.61% 1.11M Aug 14, 2024 By KVP II, L.P. F1, F2, F3
transaction ACTU Common Stock Conversion of derivative security +726K 726K Aug 14, 2024 By KVOI, L.P. F2, F3, F4
transaction ACTU Common Stock Conversion of derivative security +69.4K +6.28% 1.18M Aug 14, 2024 By KVP II, L.P. F2, F3, F5
transaction ACTU Common Stock Conversion of derivative security +147K +20.23% 873K Aug 14, 2024 By KVOI, L.P. F2, F3, F5
transaction ACTU Common Stock Conversion of derivative security +139K 139K Aug 14, 2024 By Kairos SPV Fund, LLC F2, F3, F5
transaction ACTU Common Stock Conversion of derivative security +231K 231K Aug 14, 2024 By Kairos-Actuate SPV, L.P. F2, F3, F6
transaction ACTU Common Stock Conversion of derivative security +133K +95.69% 272K Aug 14, 2024 By Kairos SPV Fund, LLC F2, F3, F6
transaction ACTU Common Stock Conversion of derivative security +24.1K +10.47% 255K Aug 14, 2024 By Kairos-Actuate SPV, L.P. F2, F3, F7
transaction ACTU Common Stock Conversion of derivative security +50K +18.39% 322K Aug 14, 2024 By Kairos SPV Fund, LLC F2, F3, F7
transaction ACTU Common Stock Exercise of in-the-money or at-the-money derivative security $150K +28.5K +2.42% $5.27* 1.2M Aug 14, 2024 By KVP II, L.P. F2, F3
transaction ACTU Common Stock Sale -$150K -18.8K -1.56% $8.00* 1.18M Aug 14, 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 +1.06M 0 Aug 14, 2024 Common Stock 1.06M By KVP II, L.P. F1, F2, F3
transaction ACTU Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security +726K 0 Aug 14, 2024 Common Stock 726K By KVOI, L.P. F2, F3, F4
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security +69.4K 0 Aug 14, 2024 Common Stock 69.4K By KVP II, L.P. F2, F3, F5
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security +147K 0 Aug 14, 2024 Common Stock 147K By KVOI, L.P. F2, F3, F5
transaction ACTU Series B-3 Redeemable Convertible Preferred Stock Conversion of derivative security +139K 0 Aug 14, 2024 Common Stock 139K By Kairos SPV Fund, LLC F2, F3, F5
transaction ACTU Series B-4 Redeemable Convertible Preferred Stock Conversion of derivative security +231K 0 Aug 14, 2024 Common Stock 231K By Kairos-Actuate SPV, L.P. F2, F3, F6
transaction ACTU Series B-4 Redeemable Convertible Preferred Stock Conversion of derivative security +133K 0 Aug 14, 2024 Common Stock 133K By Kairos SPV Fund, LLC F2, F3, F6
transaction ACTU Series C Redeemable Convertible Preferred Stock Conversion of derivative security +24.1K 0 Aug 14, 2024 Common Stock 24.1K By Kairos-Actuate SPV, L.P. F2, F3, F7
transaction ACTU Series C Redeemable Convertible Preferred Stock Conversion of derivative security +50K 0 Aug 14, 2024 Common Stock 50K 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 +28.5K 0 Aug 14, 2024 Common Stock 28.5K By KVP II, L.P. F2, F3, F8
transaction ACTU Non-Qualified Stock Options Award $0 +15K $0.00 15K Aug 12, 2024 Common Stock 15K $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.