SEC Form SC 13D filed by Actuate Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Actuate Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.000001 per share

(Title of Class of Securities)

005083100

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 14, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Consists of 525,797 shares of common stock of the Issuer, par value $0.000001 per share (“Shares”), directly held by Bios Fund I, LP (“Bios Fund I”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the prospectus filed by the Issuer pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on August 13, 2024 (the “Prospectus”) (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its initial public offering (“IPO”), as disclosed in the Issuer’s Current Report on Form 8-K filed on August 14, 2024 (the “Form 8-K”).

(1) Consists of 307,538 Shares, directly held by Bios Fund I QP, LP (“Bios Fund I QP”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of 84,917 Shares and (ii) 31,884 Shares issuable upon exercise of stock options, which are exercisable or will be immediately exercisable within 60 days of the date hereof, directly held by BP Directors, LP (“BP Directors”) as of the date hereof.

(2) Based on 19,143,520 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K and (iii) 31,884 Shares issuable upon exercise of stock options held by BP Directors.

(1) Consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP and (iii) 84,917 Shares directly held by BP Directors, in each case (i-iii), as of the date hereof, and (iv) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity Partners, LP (“Bios Equity I”) is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. In its capacity as the general partner of these entities, Bios Equity I may be deemed to have shared voting and/or dispositive power with respect to securities directly held by these entities.

(2) Based on 19,143,520 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K and (iii) 31,884 Shares issuable upon exercise of stock options held by BP Directors.

(1) Consists of (i) 300,143 Shares and (ii) 8,068 Shares issuable upon exercise of warrants, which are exercisable or will be immediately exercisable within 60 days of the date hereof, directly held by Bios Fund II, LP (“Bios Fund II”) as of the date hereof.

(2) Based on 19,119,704 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K and (iii) 8,068 Shares issuable upon exercise of warrants held by Bios Fund II.

(1) Consists of (i) 980,433 Shares and (ii) 26,355 Shares issuable upon exercise of warrants, which are exercisable or will be immediately exercisable within 60 days of the date hereof, directly held by Bios Fund II QP, LP (“Bios Fund II QP”) as of the date hereof.

(2) Based on 19,137,991 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K and (iii) 26,355 Shares issuable upon exercise of warrants held by Bios Fund II QP.

(1) Consists of (i) 131,248 Shares and (ii) 3,528 Shares issuable upon exercise of warrants, which are exercisable or will be immediately exercisable within 60 days of the date hereof, directly held by Bios Fund II NT, LP (“Bios Fund II NT”) as of the date hereof.

(2) Based on 19,115,164 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K and (iii) 3,528 Shares issuable upon exercise of warrants held by Bios Fund II NT.

(1) Consists of 300,749 Shares, directly held by Bios Actuate Co-Invest I, LP (“Bios Actuate Co-Invest I”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of (i) 300,143 Shares directly held by Bios Fund II, (ii) 980,433 Shares directly held by Bios Fund II QP, (iii) 131,248 Shares directly held by Bios Fund II NT, (iv) 300,749 Shares directly held by Bios Actuate Co-Invest I, in each case (i-iv), as of the date hereof, (v) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (vi) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (vii) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (v-vii), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. In its capacity as the general partner of these entities, Bios Equity II may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities.

(2) Based on 19,149,587 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K and (iii) 37,951 Shares issuable upon exercise of warrants collectively held by Bios Fund II, Bios Fund II QP, and Bios Fund II NT.

(1) Consists of 383,791 Shares directly held by Bios Fund III, LP (“Bios Fund III”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of 2,506,667 Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of 404,814 Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of 2,094,650 Shares, directly held by Bios Actuate Co-Invest II, LP (“Bios Actuate Co-Invest II”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of 573,394 Shares, directly held by Bios Actuate Co-Invest III, LP (“Bios Actuate Co-Invest III”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of (i) 383,791 outstanding Shares directly held by Bios Fund III, (ii) 2,506,667 outstanding Shares directly held by Bios Fund III QP, (iii) 404,814 outstanding Shares directly held by Bios Fund III NT, (iv) 2,094,650 outstanding Shares directly held by held by Bios Actuate Co-Invest II and (v) 573,394 outstanding Shares directly held by held by Bios Actuate Co-Invest III, in each case, as of the date hereof. Bios Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. In its capacity as the general partner of these entities, Bios Equity III may be deemed to have shared voting and/or dispositive power with respect to securities directly held by these entities.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of 1,259,427 Shares, directly held by Bios Clinical Opportunity Fund, LP (“Bios Clinical Opportunity Fund”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of 125,000 Shares directly held by Bios 2024 Co-Invest, LP (“Bios 2024 Co-Invest”) as of the date hereof.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of (i) 1,259,427 Shares directly held by Bios Clinical Opportunity Fund and (ii) 125,000 Shares directly held by Bios 2024 Co-Invest, in each case, as of the date hereof. Bios Equity COF, LP (“Bios Equity COF”) is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest. In its capacity as the general partner of these entities, Bios Equity COF may be deemed to have shared voting and/or dispositive power with respect to securities directly held by these entities.

(2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K.

(1) Consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, in each case (i-xii), as of the date hereof, (xiii) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xiv) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xv) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xvi) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xiii-xvi), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Cavu Management, LP (“Cavu Management”) is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. In its capacity as a general partner of Bios Equity I, Bios Equity II and Bios Equity III, Cavu Management may be deemed to have shared voting and/or dispositive power with respect to securities directly held 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 and Bios Actuate Co-Invest III (collectively, the “Bios Equity Entities”).

(2) Based on 19,181,471 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K, (iii) 37,951 Shares issuable upon exercise of warrants collectively held by Bios Fund II, Bios Fund II QP and Bios Fund II NT and (iv) 31,884 Shares issuable upon exercise of stock options held by BP Directors.

(1) Consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, in each case (i-xii), as of the date hereof, (xiii) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xiv) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xv) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xvi) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xiii-xvi), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Cavu Management is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors, LLC (“Cavu Advisors”) is the general partner of Cavu Management, and therefore may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities.

(2) Based on 19,181,471 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K, (iii) 37,951 Shares issuable upon exercise of warrants collectively held by Bios Fund II, Bios Fund II QP and Bios Fund II NT and (iv) 31,884 Shares issuable upon exercise of stock options held by BP Directors.

(1) Consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, (xiii) 1,259,427 Shares directly held by Bios Clinical Opportunity Fund, (xiv) 125,000 Shares directly held by Bios 2024 Co-Invest, in each case (i-xiv), as of the date hereof, (xv) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xvi) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xvii) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xviii) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xv-xviii), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Bios Equity COF is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest. Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. In its capacity as a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF Bios Management may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities.

(2) Based on 19,181,471 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K, (iii) 37,951 Shares issuable upon exercise of warrants collectively held by Bios Fund II, Bios Fund II QP and Bios Fund II NT and (iv) 31,884 Shares issuable upon exercise of stock options held by BP Directors.

(1) Consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, (xiii) 1,259,427 Shares directly held by Bios Clinical Opportunity Fund, (xiv) 125,000 Shares directly held by Bios 2024 Co-Invest, in each case (i-xiv), as of the date hereof, (xv) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xvi) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xvii) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xviii) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xv-xviii), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Bios Equity COF is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest. Bios Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. Bios Advisors GP, LLC (“Bios Advisors”) is the general partner of Bios Management, and therefore, may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities.

(2) Based on 19,181,471 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K, (iii) 37,951 Shares issuable upon exercise of warrants collectively held by Bios Fund II, Bios Fund II QP and Bios Fund II NT and (iv) 31,884 Shares issuable upon exercise of stock options held by BP Directors.

(1) Consists of 69,375 Shares directly held by Circle K Invesco, LP (“Circle K”), over which Mr. Kreis has sole voting and investment control. Circle K is wholly owned by Mr. Kreis.

(2) Consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, in each case (i-xii), as of the date hereof, (xiii) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xiv) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xv) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xvi) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xiii-xvi), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Cavu Management is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors, an entity controlled by Mr. Kreis, is the general partner of Cavu Management. As the manager of Cavu Advisors, Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities.

(3) Based on 19,181,471 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K, (iii) 37,951 Shares issuable upon exercise of warrants collectively held by Bios Fund II, Bios Fund II QP and Bios Fund II NT and (iv) 31,884 Shares issuable upon exercise of stock options held by BP Directors.

(1) Consists of (i) 60,973 Shares directly held by Dr. Fletcher, (ii) 8,056 Shares directly held by KF Legacy Fund and (iii) 8,056 Shares directly held by MF Legacy Fund. KF Legacy Fund and MF Legacy Fund are trusts formed for the benefit of Dr. Fletcher’s children. Dr. Fletcher and his wife serve as trustees of each trust.

(2) Consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, (xiii) 1,259,427 Shares directly held by Bios Clinical Opportunity Fund, (xiv) 125,000 Shares directly held by Bios 2024 Co-Invest, in each case (i-xiv), as of the date hereof, (xv) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xvi) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xvii) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xviii) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xv-xviii), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Bios Equity COF is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest. Bios Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. Bios Advisors, an entity controlled by Dr. Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Dr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities.

(3) Based on 19,181,471 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K, (iii) 37,951 Shares issuable upon exercise of warrants collectively held by Bios Fund II, Bios Fund II QP, and Bios Fund II NT and (iv) 31,884 Shares issuable upon exercise of stock options held by BP Directors.

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the common stock, par value $0.000001 per share (“Shares”), of Actuate Therapeutics, Inc, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1751 River Run, Suite 400, Fort Worth, TX 76107.

Item 2. Identity and Background.

The foregoing are referred to herein collectively as the “Reporting Persons” and individually as a “Reporting Person.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described and defined in Item 6 below.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Items 4, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 3.

As of the date hereof, the Bios Equity Entities (as defined below) may be deemed to beneficially own an aggregate of 10,048,403 Shares, all of which were acquired on August 14, 2024 upon closing of the Issuer’s initial public offering (“IPO”), as set forth in Item 5. Bios Clinical Opportunity Fund and Bios 2024 Co-Invest acquired 375,000 and 125,000 Shares, respectively, at a price of $8.00 per share on August 14, 2024 at the closing of the IPO. The funds used by the Bios Equity Entities to acquire the securities described herein were obtained from capital contributions from their respective partners.

Of the 10,048,403 Shares beneficially owned by the Bios Equity Entities, warrants to acquire 8,068, 26,355 and 3,528 Shares were acquired prior to the Issuer’s IPO by Bios Fund II, Bios Fund II QP and Bios Fund II NT, respectively, in connection with the acquisition of a convertible note for no additional consideration (the “Warrants”). The Warrants have an exercise price of $10.54 per share and expire upon the earliest to occur of (i) the consummation of a change in control of the Issuer and (ii) August 14, 2026, which is the two-year anniversary of the first closing of the Issuer’s IPO. Options to acquire 31,884 Shares were granted prior to the Issuer’s IPO to Mr. Fletcher and Mr. Kreis in connection with their service as directors of the Issuer, which options are held by BP Directors (the “BP Directors Options”). The BP Directors Options have an exercise price of $2.14 per share and expire on April 29, 2033.

In addition, options to acquire 15,000 Shares which were granted to Dr. Fletcher in connection with the Issuer’s IPO, which will fully vest on August 12, 2025 and will expire on August 12, 2034 (the “Fletcher Options”).

Item 4. Purpose of Transaction.

The information set forth in Items 3, 5 and 6 of this Schedule 13D is hereby incorporated by this reference in this Item 4.

The securities covered by this Schedule 13D were acquired by the Bios Equity Entities (as defined below) for investment purposes with the aim of increasing the value of their respective investments and the Issuer.

Dr. Fletcher, the general partner of Bios Management, currently serves on the Issuer’s board of directors. Therefore, Dr. Fletcher may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in subparagraphs (a) through (j) of this Item 4 of Schedule 13D.

Except as set forth above, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, as part of their ongoing evaluation of the investment described in the Schedule 13D and investment alternatives, the Reporting Persons may consider such matters in the future, and subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with management or the board of directors of the Issuer, other holders of securities of the Issuer or other third parties regarding such matters. The Reporting Persons retain the right to change their investment intent, and may, from time to time, acquire additional shares of Shares or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law.

Item 5. Interest in Securities of the Issuer.

The Reporting Persons may be deemed part of a group within the meaning of Section 13(d) of the Act. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors (together, the “Bios Equity I Entities”). Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I (collectively, the “Bios Equity II Entities”). Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III (collectively, the “Bios Equity III Entities”). Bios Equity COF is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest (collectively, the “Bios Equity COF Entities”). Cavu Management is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Bios Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. Cavu Advisors, an entity controlled by Mr. Kreis, is the general partner of Cavu Management. Bios Advisors, an entity controlled by Dr. Fletcher, is the general partner of Bios Management. Due to the foregoing relationships, Bios Equity I, Bios Equity II, Bios Equity III, Bios Equity COF, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors, Mr. Kreis and Dr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities and the Bios Equity COF Entities (collectively, the “Bios Equity Entities”). The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are part of a group within the meaning of Section 13(d) of the Act.

(1) Each share of Series A, Series B-1, Series B-2, Series B-3, Series B-4 and Series C Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Bios Equity Entities, Mr. Kreis and Dr. Fletcher have each entered into lock-up agreements (the “Lock-Up Agreements”) with the underwriters of the Issuer’s IPO, agreeing, subject to certain customary exceptions, not to directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including without limitation any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition of any Shares owned either of record or beneficially by Bios Equity Entities, Mr. Kreis or Dr. Fletcher during the period from the date of the lock-up agreement continuing through the date that is 180 days after the effective date as defined in the underwriting agreement, dated August 12, 2024, between the Issuer and Titan Partners Group LLC (“Titan Partners”), except with the prior written consent of Titan Partners. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the contents of the form Lock-Up Agreement, a copy of which is attached hereto as an exhibit and is incorporated herein by reference.

Pursuant to an investor rights agreement with the Issuer (as amended, the “Investor Rights Agreement”), the Bios Equity Entities are entitled to certain registration rights, information rights and rights of first offer in favor of certain holders of the Issuer’s preferred stock with regard to certain issuances of the Issuer’s capital stock. The information rights and rights of first offer terminated immediately prior to the consummation of the Issuer’s IPO. The registration rights will terminate upon the earliest of (i) with respect to each covered stockholder, such date, on or after the Issuer’s IPO, on which such stockholder may immediately sell all of such stockholder’s registrable shares under Rule 144 during any three (3) month period and (ii) the third anniversary of the Issuer’s IPO. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the contents of the Investor Rights Agreement, which is incorporated herein by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1/A on July 23, 2024 (the “Registration Statement”).

The form of warrant for the Warrants is incorporated herein by reference to Exhibit 4.4 to the Registration Statement.

The form of stock option agreement for the BP Directors Options is incorporated herein by reference to Exhibit 10.1 to the Registration Statement. The form of stock option agreement for the Fletcher Options is incorporated herein by reference to Exhibit 10.13 to the Registration Statement.

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) with respect to the joint filing of this Schedule 13D and any further amendment or amendments to the Schedule 13D. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by the contents of the Joint Filing Agreement, a copy of which is attached hereto as an exhibit and is incorporated herein by reference.

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 19, 2024