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Filing Details

Accession Number:: 0001104659-24-091371
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2024-08-20 20:46:04
Reporting Period:: 2024-08-12

Accepted Time:: 2024-08-20 20:46:04
Original Submission Date:: 2024-08-14
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	Director	Officer	Large Shareholder	Other
1771378	Bios Actuate Co-Invest I, Lp	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1789490	G.l. Aaron Fletcher	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1791910	Bios Fund Iii Nt, Lp	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1791916	Bios Fund Iii Qp, Lp	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1791917	Bios Fund Iii, Lp	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1813844	Bios Advisors Gp, Llc	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1813845	Bios Capital Management, Lp	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1825398	Bios Actuate Co-Invest Ii, Lp	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1831976	Bios Equity Partners Iii, Lp	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1956704	Bios Actuate Co-Invest Iii, Lp	C/O Bios Equity Partners 1751 River Run Suite 400 Fort Worth TX 76107	Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2024-08-14	5,314	$8.00	300,143	No	4	S	Indirect	Directly held by Bios Fund II, LP
Common Stock	Disposition	2024-08-14	17,361	$8.00	980,433	No	4	S	Indirect	Directly held by Bios Fund II QP, LP
Common Stock	Disposition	2024-08-14	2,324	$8.00	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	S	Indirect	Directly held by Bios Fund II, LP
No	4	S	Indirect	Directly held by Bios Fund II QP, LP
No	4	S	Indirect	Directly held by Bios Fund II NT, LP

Footnotes

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.
The original Form 4 filed on August 14, 2024 is being amended by this Form 4 amendment solely to correct the price reported in column 4 of Table I in the original Form 4, which inadvertently included the incorrect price. This amended report does not report any new transactions and all other information reported in the original Form 4 is correct.
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.
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.