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    Actuate Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/23/25 4:10:35 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 2025-05-22 2025-05-22 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): May 22, 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 5.07.Submission of Matters to a Vote of Security Holders.

     

    On May 22, 2025, Actuate Therapeutics, Inc. (the “Company”) hosted its Annual Meeting of Stockholders (“Annual Meeting”) virtually. At the Annual Meeting, the Company's stockholders (i) elected each of the three Class I director nominees listed below to the Company's Board of Directors, each to serve for a three-year term until the 2028 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified; and (ii) ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The final results for the votes regarding each proposal are set forth below.

     

    (i)The voting results with respect to the election of each director were as follows:

     

    Nominees For Withheld Broker Non-Votes
    Dr. Roger Sawhney 14,216,991 1,200 1,045,368
    Mr. Todd Thomson 14,058,447 159,744 1,045,368
    Dr. Dan Zabrowski 14,009,434 208,757 1,045,368

     

    (ii)The voting results with respect to the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 were as follows:

     

    For Against Abstain Broker Non-Votes
    15,098,549 150,679 14,331 –

     

     

     

      

     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:  May 23, 2025 By: /s/ Daniel M. Schmitt
        Name: Daniel M. Schmitt
        Title: President and Chief Executive Officer

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     3 

     

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