Filing Details
- Accession Number:
- 0001104659-24-089819
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-08-14 20:44:04
- Reporting Period:
- 2024-08-12
- Accepted Time:
- 2024-08-14 20:44:04
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1652935 | Actuate Therapeutics Inc. | ACTU | Pharmaceutical Preparations (2834) | 473044785 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1697316 | Bios Fund I, Lp | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1700297 | Bios Fund I Qp, Lp | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1714576 | Bios Fund Ii, Lp | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1716869 | Bios Fund Ii Qp, Lp | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1728851 | Bios Fund Ii Nt, Lp | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813270 | Cavu Management, Lp | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813310 | Cavu Advisors, Llc | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813313 | Bios Equity Partners Ii, Lp | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813314 | Bios Equity Partners, Lp | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | Yes | No | Yes | No | |
| 1813316 | W. Leslie Kreis | C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2024-08-14 | 884,427 | $0.00 | 884,427 | No | 4 | C | Indirect | Directly held by Bios Clinical Opportunity Fund, LP |
| Common Stock | Acquisiton | 2024-08-14 | 375,000 | $8.00 | 1,259,427 | No | 4 | P | Indirect | Directly held by Bios Clinical Opportunity Fund, LP |
| Common Stock | Acquisiton | 2024-08-14 | 125,000 | $8.00 | 125,000 | No | 4 | P | Indirect | Directly held by Bios 2024 Co-Invest, LP |
| Common Stock | Acquisiton | 2024-08-14 | 525,797 | $0.00 | 525,797 | No | 4 | C | Indirect | Directly held by Bios Fund I, LP |
| Common Stock | Acquisiton | 2024-08-14 | 307,538 | $0.00 | 307,538 | No | 4 | C | Indirect | Directly held by Bios Fund I QP, LP |
| Common Stock | Acquisiton | 2024-08-14 | 141,457 | $0.00 | 141,457 | No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| Common Stock | Acquisiton | 2024-08-14 | 462,073 | $0.00 | 462,073 | No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| Common Stock | Acquisiton | 2024-08-14 | 61,857 | $0.00 | 61,857 | No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| Common Stock | Acquisiton | 2024-08-14 | 153,702 | $0.00 | 153,702 | No | 4 | C | Indirect | Directly held by Bios Actuate Co-Invest I, LP |
| Common Stock | Acquisiton | 2024-08-14 | 54,032 | $0.00 | 195,489 | No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| Common Stock | Acquisiton | 2024-08-14 | 176,499 | $0.00 | 638,572 | No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| Common Stock | Acquisiton | 2024-08-14 | 23,628 | $0.00 | 85,485 | No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| Common Stock | Acquisiton | 2024-08-14 | 147,047 | $0.00 | 300,749 | No | 4 | C | Indirect | Directly held by Bios Actuate Co-Invest I, LP |
| Common Stock | Acquisiton | 2024-08-14 | 101,900 | $0.00 | 297,389 | No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| Common Stock | Acquisiton | 2024-08-14 | 332,867 | $0.00 | 971,439 | No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| Common Stock | Acquisiton | 2024-08-14 | 44,559 | $0.00 | 130,044 | No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| Common Stock | Acquisiton | 2024-08-14 | 309,589 | $0.00 | 309,589 | No | 4 | C | Indirect | Directly held by Bios Fund III, LP |
| Common Stock | Acquisiton | 2024-08-14 | 2,022,029 | $0.00 | 2,022,029 | No | 4 | C | Indirect | Directly held by Bios Fund III QP, LP |
| Common Stock | Acquisiton | 2024-08-14 | 326,547 | $0.00 | 326,547 | No | 4 | C | Indirect | Directly held by Bios Fund III NT, LP |
| Common Stock | Acquisiton | 2024-08-14 | 2,094,650 | $0.00 | 2,094,650 | No | 4 | C | Indirect | Directly held by Bios Actuate Co-Invest II, LP |
| Common Stock | Acquisiton | 2024-08-14 | 74,202 | $0.00 | 383,791 | No | 4 | C | Indirect | Directly held by Bios Fund III, LP |
| Common Stock | Acquisiton | 2024-08-14 | 484,638 | $0.00 | 2,506,667 | No | 4 | C | Indirect | Directly held by Bios Fund III QP, LP |
| Common Stock | Acquisiton | 2024-08-14 | 78,267 | $0.00 | 404,814 | No | 4 | C | Indirect | Directly held by Bios Fund III NT, LP |
| Common Stock | Acquisiton | 2024-08-14 | 573,394 | $0.00 | 573,394 | No | 4 | C | Indirect | Directly held by Bios Actuate Co-Invest III, LP |
| Common Stock | Acquisiton | 2024-08-14 | 8,068 | $5.27 | 305,457 | No | 4 | X | Indirect | Directly held by Bios Fund II, LP |
| Common Stock | Disposition | 2024-08-14 | 5,314 | $9.00 | 300,143 | No | 4 | S | Indirect | Directly held by Bios Fund II, LP |
| Common Stock | Acquisiton | 2024-08-14 | 26,355 | $5.27 | 997,794 | No | 4 | X | Indirect | Directly held by Bios Fund II QP, LP |
| Common Stock | Disposition | 2024-08-14 | 17,361 | $9.00 | 980,433 | No | 4 | S | Indirect | Directly held by Bios Fund II QP, LP |
| Common Stock | Acquisiton | 2024-08-14 | 3,528 | $5.27 | 133,572 | No | 4 | X | Indirect | Directly held by Bios Fund II NT, LP |
| Common Stock | Disposition | 2024-08-14 | 2,324 | $9.00 | 131,248 | No | 4 | S | Indirect | Directly held by Bios Fund II NT, LP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | Directly held by Bios Clinical Opportunity Fund, LP |
| No | 4 | P | Indirect | Directly held by Bios Clinical Opportunity Fund, LP |
| No | 4 | P | Indirect | Directly held by Bios 2024 Co-Invest, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund I, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund I QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Actuate Co-Invest I, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Actuate Co-Invest I, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund II NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Actuate Co-Invest II, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III QP, LP |
| No | 4 | C | Indirect | Directly held by Bios Fund III NT, LP |
| No | 4 | C | Indirect | Directly held by Bios Actuate Co-Invest III, LP |
| No | 4 | X | Indirect | Directly held by Bios Fund II, LP |
| No | 4 | S | Indirect | Directly held by Bios Fund II, LP |
| No | 4 | X | Indirect | Directly held by Bios Fund II QP, LP |
| No | 4 | S | Indirect | Directly held by Bios Fund II QP, LP |
| No | 4 | X | Indirect | Directly held by Bios Fund II NT, LP |
| No | 4 | S | Indirect | Directly held by Bios Fund II NT, LP |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Convertible Note | Disposition | 2024-08-14 | 884,427 | $0.00 | 884,427 | $0.00 |
| Common Stock | Series A Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 525,797 | $0.00 | 525,797 | $0.00 |
| Common Stock | Series A Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 307,538 | $0.00 | 307,538 | $0.00 |
| Common Stock | Series B-1 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 141,457 | $0.00 | 141,457 | $0.00 |
| Common Stock | Series B-1 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 462,073 | $0.00 | 462,073 | $0.00 |
| Common Stock | Series B-1 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 61,857 | $0.00 | 61,857 | $0.00 |
| Common Stock | Series B-1 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 153,702 | $0.00 | 153,702 | $0.00 |
| Common Stock | Series B-2 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 54,032 | $0.00 | 54,032 | $0.00 |
| Common Stock | Series B-2 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 176,499 | $0.00 | 176,499 | $0.00 |
| Common Stock | Series B-2 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 23,628 | $0.00 | 23,628 | $0.00 |
| Common Stock | Series B-2 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 147,047 | $0.00 | 147,047 | $0.00 |
| Common Stock | Series B-3 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 101,900 | $0.00 | 101,900 | $0.00 |
| Common Stock | Series B-3 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 332,867 | $0.00 | 332,867 | $0.00 |
| Common Stock | Series B-3 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 44,559 | $0.00 | 44,559 | $0.00 |
| Common Stock | Series B-4 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 309,589 | $0.00 | 309,589 | $0.00 |
| Common Stock | Series B-4 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 2,022,029 | $0.00 | 2,022,029 | $0.00 |
| Common Stock | Series B-4 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 326,547 | $0.00 | 326,547 | $0.00 |
| Common Stock | Series B-4 Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 2,094,650 | $0.00 | 2,094,650 | $0.00 |
| Common Stock | Series C Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 74,202 | $0.00 | 74,202 | $0.00 |
| Common Stock | Series C Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 484,638 | $0.00 | 484,638 | $0.00 |
| Common Stock | Series C Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 78,267 | $0.00 | 78,267 | $0.00 |
| Common Stock | Series C Redeemable Convertible Preferred Stock | Disposition | 2024-08-14 | 573,394 | $0.00 | 573,394 | $0.00 |
| Common Stock | Warrant (Right to Buy) | Disposition | 2024-08-14 | 8,068 | $0.00 | 8,068 | $5.27 |
| Common Stock | Warrant (Right to Buy) | Disposition | 2024-08-14 | 26,355 | $0.00 | 26,355 | $5.27 |
| Common Stock | Warrant (Right to Buy) | Disposition | 2024-08-14 | 3,528 | $0.00 | 3,528 | $5.27 |
| Common Stock | Stock Options | Acquisiton | 2024-08-12 | 15,000 | $0.00 | 15,000 | $8.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | X | Indirect | ||
| 0 | No | 4 | X | Indirect | ||
| 0 | No | 4 | X | Indirect | ||
| 15,000 | 2034-08-12 | No | 4 | A | Indirect |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Warrant (Right to Buy) | $10.54 | 2024-08-12 | 8,068 | 8,068 | Indirect | |
| Common Stock | Warrant (Right to Buy) | $10.54 | 2024-08-12 | 26,355 | 26,355 | Indirect | |
| Common Stock | Warrant (Right to Buy) | $10.54 | 2024-08-12 | 3,528 | 3,528 | Indirect | |
| Common Stock | Stock Options | $2.14 | 2033-04-29 | 31,884 | 31,884 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 8,068 | 8,068 | Indirect | |
| 26,355 | 26,355 | Indirect | |
| 3,528 | 3,528 | Indirect | |
| 2033-04-29 | 31,884 | 31,884 | Indirect |
Footnotes
- 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.
- 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").
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- The options are fully vested.
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