16.4% Owner Thomson Todd S converted options into 2,577,312 shares, exercised 28,464 in-the-money shares at a strike of $5.27 and sold $150,000 worth of shares (18,750 units at $8.00) (SEC Form 4)
$ACTU
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/14/2024 | C | 1,058,318 | A | (1) | 1,105,636 | I | By KVP II, L.P.(2)(3) | ||
| Common Stock | 08/14/2024 | C | 726,163 | A | (4) | 726,163 | I | By KVOI, L.P.(2)(3) | ||
| Common Stock | 08/14/2024 | C | 69,445 | A | (5) | 1,175,081 | I | By KVP II, L.P.(2)(3) | ||
| Common Stock | 08/14/2024 | C | 146,870 | A | (5) | 873,033 | I | By KVOI, L.P.(2)(3) | ||
| Common Stock | 08/14/2024 | C | 138,889 | A | (5) | 138,889 | I | By Kairos SPV Fund, LLC(2)(3) | ||
| Common Stock | 08/14/2024 | C | 230,597 | A | (6) | 230,597 | I | By Kairos-Actuate SPV, L.P.(2)(3) | ||
| Common Stock | 08/14/2024 | C | 132,908 | A | (6) | 271,797 | I | By Kairos SPV Fund, LLC(2)(3) | ||
| Common Stock | 08/14/2024 | C | 24,138 | A | (7) | 254,735 | I | By Kairos-Actuate SPV, L.P.(2)(3) | ||
| Common Stock | 08/14/2024 | C | 49,984 | A | (7) | 321,781 | I | By Kairos SPV Fund, LLC(2)(3) | ||
| Common Stock | 08/14/2024 | X | 28,464 | A | $5.27 | 1,203,545 | I | By KVP II, L.P.(2)(3) | ||
| Common Stock | 08/14/2024 | S(8) | 18,750 | D | $8 | 1,184,795 | I | By KVP II, L.P.(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B-1 Redeemable Convertible Preferred Stock | (1) | 08/14/2024 | C | 1,058,318 | (1) | (1) | Common Stock | 1,058,318 | (1) | 0 | I | By KVP II, L.P.(2)(3) | |||
| Series B-2 Redeemable Convertible Preferred Stock | (4) | 08/14/2024 | C | 726,163 | (4) | (4) | Common Stock | 726,163 | (4) | 0 | I | By KVOI, L.P.(2)(3) | |||
| Series B-3 Redeemable Convertible Preferred Stock | (5) | 08/14/2024 | C | 69,445 | (5) | (5) | Common Stock | 69,445 | (5) | 0 | I | By KVP II, L.P.(2)(3) | |||
| Series B-3 Redeemable Convertible Preferred Stock | (5) | 08/14/2024 | C | 146,870 | (5) | (5) | Common Stock | 146,870 | (5) | 0 | I | By KVOI, L.P.(2)(3) | |||
| Series B-3 Redeemable Convertible Preferred Stock | (5) | 08/14/2024 | C | 138,889 | (5) | (5) | Common Stock | 138,889 | (5) | 0 | I | By Kairos SPV Fund, LLC(2)(3) | |||
| Series B-4 Redeemable Convertible Preferred Stock | (6) | 08/14/2024 | C | 230,597 | (6) | (6) | Common Stock | 230,597 | (6) | 0 | I | By Kairos-Actuate SPV, L.P.(2)(3) | |||
| Series B-4 Redeemable Convertible Preferred Stock | (6) | 08/14/2024 | C | 132,908 | (6) | (6) | Common Stock | 132,908 | (6) | 0 | I | By Kairos SPV Fund, LLC(2)(3) | |||
| Series C Redeemable Convertible Preferred Stock | (7) | 08/14/2024 | C | 24,138 | (7) | (7) | Common Stock | 24,138 | (7) | 0 | I | By Kairos-Actuate SPV, L.P.(2)(3) | |||
| Series C Redeemable Convertible Preferred Stock | (7) | 08/14/2024 | C | 49,984 | (7) | (7) | Common Stock | 49,984 | (7) | 0 | I | By Kairos SPV Fund, LLC(2)(3) | |||
| Warrant (Right to Buy) | (8) | 08/14/2024 | X | 28,464 | (8) | (8) | Common Stock | 28,464 | (8) | 0 | I | By KVP II, L.P.(2)(3) | |||
| Non-Qualified Stock Options | $8 | 08/12/2024 | A | 15,000 | (9) | 08/12/2034 | Common Stock | 15,000 | $0 | 15,000 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| /s/ Todd Thomson | 08/16/2024 | |
| /s/ James T Demetriades, Kairos SPV Fund LLC | 08/16/2024 | |
| /s/ James T Demetriades, Kairos Venture Opportunities I, L.P. [KVOI, L.P.] | 08/16/2024 | |
| /s/ James T Demetriades, Kairos Venture Partners II, L.P. [KVP II, L.P.] | 08/16/2024 | |
| /s/ James T Demetriades, Kairos-Actuate SPV, L.P. | 08/16/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||