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ACTUATE THERAPEUTICS, INC. — Director's Dealing 2024
Aug 15, 2024
33867_dirs_2024-08-14_ff1bb530-dc13-4628-8a67-98a65d01dfdb.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ACTUATE THERAPEUTICS, INC. (ACTU)
CIK: 0001652935
Period of Report: 2024-08-12
Reporting Person: Bios Equity COF, LP (Director, 10% Owner)
Reporting Person: Bios Clinical Opportunity Fund, LP (Director, 10% Owner)
Reporting Person: BP Directors, LP (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-08-14 | Common Stock | C | 884427 | — | Acquired | 884427 | Indirect |
| 2024-08-14 | Common Stock | P | 375000 | $8.00 | Acquired | 1259427 | Indirect |
| 2024-08-14 | Common Stock | P | 125000 | $8.00 | Acquired | 125000 | Indirect |
| 2024-08-14 | Common Stock | C | 525797 | — | Acquired | 525797 | Indirect |
| 2024-08-14 | Common Stock | C | 307538 | — | Acquired | 307538 | Indirect |
| 2024-08-14 | Common Stock | C | 141457 | — | Acquired | 141457 | Indirect |
| 2024-08-14 | Common Stock | C | 462073 | — | Acquired | 462073 | Indirect |
| 2024-08-14 | Common Stock | C | 61857 | — | Acquired | 61857 | Indirect |
| 2024-08-14 | Common Stock | C | 153702 | — | Acquired | 153702 | Indirect |
| 2024-08-14 | Common Stock | C | 54032 | — | Acquired | 195489 | Indirect |
| 2024-08-14 | Common Stock | C | 176499 | — | Acquired | 638572 | Indirect |
| 2024-08-14 | Common Stock | C | 23628 | — | Acquired | 85485 | Indirect |
| 2024-08-14 | Common Stock | C | 147047 | — | Acquired | 300749 | Indirect |
| 2024-08-14 | Common Stock | C | 101900 | — | Acquired | 297389 | Indirect |
| 2024-08-14 | Common Stock | C | 332867 | — | Acquired | 971439 | Indirect |
| 2024-08-14 | Common Stock | C | 44559 | — | Acquired | 130044 | Indirect |
| 2024-08-14 | Common Stock | C | 309589 | — | Acquired | 309589 | Indirect |
| 2024-08-14 | Common Stock | C | 2022029 | — | Acquired | 2022029 | Indirect |
| 2024-08-14 | Common Stock | C | 326547 | — | Acquired | 326547 | Indirect |
| 2024-08-14 | Common Stock | C | 2094650 | — | Acquired | 2094650 | Indirect |
| 2024-08-14 | Common Stock | C | 74202 | — | Acquired | 383791 | Indirect |
| 2024-08-14 | Common Stock | C | 484638 | — | Acquired | 2506667 | Indirect |
| 2024-08-14 | Common Stock | C | 78267 | — | Acquired | 404814 | Indirect |
| 2024-08-14 | Common Stock | C | 573394 | — | Acquired | 573394 | Indirect |
| 2024-08-14 | Common Stock | X | 8068 | $5.27 | Acquired | 305457 | Indirect |
| 2024-08-14 | Common Stock | S | 5314 | $9.00 | Disposed | 300143 | Indirect |
| 2024-08-14 | Common Stock | X | 26355 | $5.27 | Acquired | 997794 | Indirect |
| 2024-08-14 | Common Stock | S | 17361 | $9.00 | Disposed | 980433 | Indirect |
| 2024-08-14 | Common Stock | X | 3528 | $5.27 | Acquired | 133572 | Indirect |
| 2024-08-14 | Common Stock | S | 2324 | $9.00 | Disposed | 131248 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-08-14 | Convertible Note | $ | C | 884427 | Disposed | Common Stock (884427) | Indirect | |
| 2024-08-14 | Series A Redeemable Convertible Preferred Stock | $ | C | 525797 | Disposed | Common Stock (525797) | Indirect | |
| 2024-08-14 | Series A Redeemable Convertible Preferred Stock | $ | C | 307538 | Disposed | Common Stock (307538) | Indirect | |
| 2024-08-14 | Series B-1 Redeemable Convertible Preferred Stock | $ | C | 141457 | Disposed | Common Stock (141457) | Indirect | |
| 2024-08-14 | Series B-1 Redeemable Convertible Preferred Stock | $ | C | 462073 | Disposed | Common Stock (462073) | Indirect | |
| 2024-08-14 | Series B-1 Redeemable Convertible Preferred Stock | $ | C | 61857 | Disposed | Common Stock (61857) | Indirect | |
| 2024-08-14 | Series B-1 Redeemable Convertible Preferred Stock | $ | C | 153702 | Disposed | Common Stock (153702) | Indirect | |
| 2024-08-14 | Series B-2 Redeemable Convertible Preferred Stock | $ | C | 54032 | Disposed | Common Stock (54032) | Indirect | |
| 2024-08-14 | Series B-2 Redeemable Convertible Preferred Stock | $ | C | 176499 | Disposed | Common Stock (176499) | Indirect | |
| 2024-08-14 | Series B-2 Redeemable Convertible Preferred Stock | $ | C | 23628 | Disposed | Common Stock (23628) | Indirect | |
| 2024-08-14 | Series B-2 Redeemable Convertible Preferred Stock | $ | C | 147047 | Disposed | Common Stock (147047) | Indirect | |
| 2024-08-14 | Series B-3 Redeemable Convertible Preferred Stock | $ | C | 101900 | Disposed | Common Stock (101900) | Indirect | |
| 2024-08-14 | Series B-3 Redeemable Convertible Preferred Stock | $ | C | 332867 | Disposed | Common Stock (332867) | Indirect | |
| 2024-08-14 | Series B-3 Redeemable Convertible Preferred Stock | $ | C | 44559 | Disposed | Common Stock (44559) | Indirect | |
| 2024-08-14 | Series B-4 Redeemable Convertible Preferred Stock | $ | C | 309589 | Disposed | Common Stock (309589) | Indirect | |
| 2024-08-14 | Series B-4 Redeemable Convertible Preferred Stock | $ | C | 2022029 | Disposed | Common Stock (2022029) | Indirect | |
| 2024-08-14 | Series B-4 Redeemable Convertible Preferred Stock | $ | C | 326547 | Disposed | Common Stock (326547) | Indirect | |
| 2024-08-14 | Series B-4 Redeemable Convertible Preferred Stock | $ | C | 2094650 | Disposed | Common Stock (2094650) | Indirect | |
| 2024-08-14 | Series C Redeemable Convertible Preferred Stock | $ | C | 74202 | Disposed | Common Stock (74202) | Indirect | |
| 2024-08-14 | Series C Redeemable Convertible Preferred Stock | $ | C | 484638 | Disposed | Common Stock (484638) | Indirect | |
| 2024-08-14 | Series C Redeemable Convertible Preferred Stock | $ | C | 78267 | Disposed | Common Stock (78267) | Indirect | |
| 2024-08-14 | Series C Redeemable Convertible Preferred Stock | $ | C | 573394 | Disposed | Common Stock (573394) | Indirect | |
| 2024-08-14 | Warrant (Right to Buy) | $5.27 | X | 8068 | Disposed | Common Stock (8068) | Indirect | |
| 2024-08-14 | Warrant (Right to Buy) | $5.27 | X | 26355 | Disposed | Common Stock (26355) | Indirect | |
| 2024-08-14 | Warrant (Right to Buy) | $5.27 | X | 3528 | Disposed | Common Stock (3528) | Indirect | |
| 2024-08-12 | Stock Options | $8.00 | A | 15000 | Acquired | 2034-08-12 | Common Stock (15000) | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Warrant (Right to Buy) | $10.54 | Common Stock (8068) | 8068 | Indirect | |
| Warrant (Right to Buy) | $10.54 | Common Stock (26355) | 26355 | Indirect | |
| Warrant (Right to Buy) | $10.54 | Common Stock (3528) | 3528 | Indirect | |
| Stock Options | $2.14 | 2033-04-29 | Common Stock (31884) | 31884 | Indirect |
Footnotes
F1: 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.
F2: 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").
F3: 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.
F4: 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.
F5: 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.
F6: 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.
F7: 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.
F8: 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.
F9: 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.
F10: 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.
F11: 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.
F12: 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.
F13: 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.
F14: 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.
F15: 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.
F16: The options are fully vested.