Bios Equity COF, LP - 27 Jun 2025 Form 4 Insider Report for ACTUATE THERAPEUTICS, INC. (ACTU)

Role
Director, 10%+ Owner
Signature
Bios Equity COF, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact
Issuer symbol
ACTU
Transactions as of
27 Jun 2025
Net transactions value
+$499,996
Form type
4
Filing time
30 Jun 2025, 13:03:52 UTC
Previous filing
20 Aug 2024
SEC
View on sec.gov

Reporting Owners (4)

Name Relationship Address Signature Signature date CIK
Bios Equity COF, LP Director, 10%+ Owner C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH Bios Equity COF, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 30 Jun 2025 0002000747
Bios Clinical Opportunity Fund, LP Director, 10%+ Owner C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH Bios Clinical Opportunity Fund, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 30 Jun 2025 0001988639
Bios 2024 Co-Invest, LP Director, 10%+ Owner C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH Bios 2024 Co-Invest, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 30 Jun 2025 0002028708
BP Directors, LP Director, 10%+ Owner C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH BP Directors, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 30 Jun 2025 0001813311

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACTU Common Stock Purchase $499,996 +71,428 +57% $7.00 196,428 27 Jun 2025 Directly held by Bios 2024 Co-Invest, LP F1, F3, F4, F5
holding ACTU Common Stock 1,259,427 27 Jun 2025 Directly held by Bios Clinical Opportunity Fund, LP F3, F4, F5
holding ACTU Common Stock 525,797 27 Jun 2025 Directly held by Bios Fund I, LP F3, F4, F5
holding ACTU Common Stock 307,538 27 Jun 2025 Directly held by Bios Fund I QP, LP F3, F4, F5
holding ACTU Common Stock 300,143 27 Jun 2025 Directly held by Bios Fund II, LP F3, F4, F5
holding ACTU Common Stock 980,433 27 Jun 2025 Directly held by Bios Fund II QP, LP F3, F4, F5
holding ACTU Common Stock 131,248 27 Jun 2025 Directly held by Bios Fund II NT, LP F3, F4, F5
holding ACTU Common Stock 300,749 27 Jun 2025 Directly held by Bios Actuate Co-Invest I, LP F3, F4, F5
holding ACTU Common Stock 383,791 27 Jun 2025 Directly held by Bios Fund III, LP F3, F4, F5
holding ACTU Common Stock 2,506,667 27 Jun 2025 Directly held by Bios Fund III QP, LP F3, F4, F5
holding ACTU Common Stock 404,814 27 Jun 2025 Directly held by Bios Fund III NT, LP F3, F4, F5
holding ACTU Common Stock 2,094,650 27 Jun 2025 Directly held by Bios Actuate Co-Invest II, LP F3, F4, F5
holding ACTU Common Stock 573,394 27 Jun 2025 Directly held by Bios Actuate Co-Invest III, LP F3, F4, F5
holding ACTU Common Stock 84,917 27 Jun 2025 Directly held by BP Directors, LP F3, F4, F5
holding ACTU Common Stock 60,973 27 Jun 2025 Directly held by Aaron G.L. Fletcher
holding ACTU Common Stock 8,056 27 Jun 2025 Directly held by KF Legacy Trust U/A/D December 7, 2016 F6
holding ACTU Common Stock 8,056 27 Jun 2025 Directly held by MF Legacy Trust U/A/D December 7, 2016 F6
holding ACTU Common Stock 69,375 27 Jun 2025 Directly held by Circle K Invesco, LP F7

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 Warrant (Right to Buy) Purchase $0 +71,428 $0.000000 71,428 27 Jun 2025 Common Stock 71,428 $7.00 Directly held by Bios 2024 Co-Invest, LP F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of June 25, 2025, between Actuate Therapeutics, Inc. (the "Issuer") and certain institutional and accredited investors, Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest") purchased from the Issuer in a private placement 71,428 shares of common stock, par value $0.000001 per share (the "Common Stock"), and warrants to purchase 71,428 shares of Common Stock (the "Warrants"). The closing of the transactions contemplated by the Securities Purchase Agreement occurred on June 27, 2025.
F2 The Warrants are exercisable on a cash only basis at any time after the date of issuance and expire 20 days following the earliest to occur of (i) the U.S. Food and Drug Administration ("FDA") issuing Breakthrough Therapy designation for elraglusib and (ii) the date that the FDA provides written communication available to the Issuer of its determination as to whether the Issuer may pursue registration for elraglusib using Phase 2 or Phase 3 clinical data.
F3 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.
F4 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.
F5 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.
F6 Shares are held in a trust, which has an independent trustee, for the benefit of Mr. Fletcher's children. Mr. Fletcher disclaims beneficial ownership of such shares other than to the extent he may have a pecuniary interest therein.
F7 Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control.

Remarks:

Exhibit 24 - Power of Attorney Each of the reporting persons may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer. This Form 4 is the third of three Forms 4 filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. The first Form 4 was filed by Leslie W. Kreis as the designated filer. The second Form 4 was filed by Aaron G.L. Fletcher as the designated filer.