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    Actuate Therapeutics Inc. filed SEC Form 8-K: Other Events

    2/7/25 4:30:26 PM ET
    $ACTU
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ACTU alert in real time by email
    Actuate Therapeutics, Inc. Form 8-K
    false 0001652935 0001652935 2025-02-07 2025-02-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 20549

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of report (Date of earliest event reported): February 7, 2025

     

     

     

     

    Actuate Therapeutics, Inc.

    (Exact Name of Registrant as Specified in Charter)

     

     

     

     

    Delaware 001-42139 47-3044785

    (State or Other Jurisdiction

    of Incorporation)

    (Commission
    File Number)
    (IRS Employer
    Identification No.)

     

    1751 River Run, Suite 400
    Fort Worth, Texas
     

     

    76107

     
    (Address of Principal Executive Offices)   (Zip Code)  

     

    Registrant’s Telephone Number, Including Area Code: (817) 887-8455

     

    N/A

    (Former Name or Former Address, if Changed Since Last Report)

     

     

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

     

    Title of each class

      Trading
    Symbol(s)
      Name of each exchange
    on which registered
    Common Stock, par value $0.000001 per share   ACTU   The Nasdaq Stock Market LLC
             

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company x

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

     

     

     

       

     

     

    Item 8.01.Other Events.

     

    Actuate Therapeutics, Inc. (the “Company”) will host its first Annual Meeting of Stockholders (“Annual Meeting”) virtually on May 22, 2025. The Company’s Board of Directors also set a record date of March 25, 2025, entitling stockholders of record as of such date to notice of and to vote at the Annual Meeting.

     

    The Company will provide additional details regarding the matters to be voted on and instructions for accessing the Annual Meeting in the Company’s proxy statement to be filed with the Securities and Exchange Commission prior to the Annual Meeting.

     

    Deadline for Rule 14a-8 Stockholder Proposals

     

    To be considered for inclusion in proxy materials for the Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 and intended to be presented at the Annual Meeting must be received by the Company at 1751 River Run, Suite 400, Fort Worth, Texas 76107 no later than the close of business on February 21, 2025. Any proposal received after such date will be considered untimely. All Rule 14a-8 proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the Company's proxy materials for the Annual Meeting.

     

    Advance Notice Deadline for Director Nominations and Other Stockholder Proposals

     

    The Amended and Restated Bylaws of the Company (the “Bylaws”) include separate advance notice provisions applicable to stockholders seeking to bring nominations for directors or to bring proposals before an annual meeting of stockholders other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the Annual Meeting other than pursuant to Rule 14a-8 must provide the information set forth in the Bylaws to the Company no later than close of business on February 21, 2025.

     

     

     

     

     

     2 

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      Actuate Therapeutics, Inc.
       
    Date:  February 7, 2025 By: /s/ Daniel M. Schmitt
        Name: Daniel M. Schmitt
        Title: President and Chief Executive Officer

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     3 

     

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