ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

THOMSON TODD S

(Last)

(First)

(Middle)

9440 S. SANTA MONICA BLVD

SUITE #710

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2024

3. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			16.4% Owner

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	47,318	I	By Kairos Venture Partners II, L.P.⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-4 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	230,597	⁽⁵⁾	I	By Kairos-Actuate SPV, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	24.138	⁽⁵⁾	I	By Kairos-Actuate SPV, L.P.⁽¹⁾⁽²⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,058,318	⁽⁵⁾	I	By KVP II, L.P.⁽¹⁾⁽²⁾
Series B-1 Warrants	⁽⁴⁾	⁽⁴⁾	Common Stock	40,261⁽⁴⁾	⁽⁴⁾	I	By KVP II, L.P.⁽¹⁾⁽²⁾
Series B-3 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	69,445	⁽⁵⁾	I	By KVP II, L.P.⁽¹⁾⁽²⁾
NSO Stock Option Grant	04/30/2024	04/29/2033	Common Stock	15,942	$2.14	I	By KVP II, L.P.⁽¹⁾⁽²⁾
Series B-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	726,163	⁽⁵⁾	I	By KVOI, L.P.⁽¹⁾⁽²⁾
Series B-3 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	146,870	⁽⁵⁾	I	By KVOI, L.P.⁽¹⁾⁽²⁾
Series B-3 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	138,889	⁽⁵⁾	I	By Kairos SPV Fund, LLC⁽¹⁾⁽²⁾
Series B-4 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	132,908	⁽⁵⁾	I	By Kairos SPV Fund, LLC⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	49,984	⁽⁵⁾	I	By Kairos SPV Fund, LLC⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

THOMSON TODD S

(Last)

(First)

(Middle)

9440 S. SANTA MONICA BLVD

SUITE #710

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			16.4% Owner

1. Name and Address of Reporting Person^*

Kairos SPV Fund LLC

(Last)

(First)

(Middle)

9440 S. SANTA MONICA BLVD

SUITE #710

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			2% Owner

1. Name and Address of Reporting Person^*

Kairos Venture Opportunities I, L.P.

(Last)

(First)

(Middle)

9440 S. SANTA MONICA BLVD

SUITE #710

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			5.3% Owner

1. Name and Address of Reporting Person^*

Kairos Venture Partners II, L.P.

(Last)

(First)

(Middle)

9440 S. SANTA MONICA BLVD

SUITE #710

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			7.6% Owner

1. Name and Address of Reporting Person^*

Kairos-Actuate SPV, L.P.

(Last)

(First)

(Middle)

9440 S. SANTA MONICA BLVD

SUITE #710

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			1.5% Owner

Explanation of Responses:

1. 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.

2. 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.

3. Conversion timing occurs according to the terms and conditions stated in the Preferred Stock Purchase Agreement for each class. Conversion will occur automatically upon the closing of Actuate's initial public offering.

4. There is no expiration date on the rights of the warrants issued. Conversion occurs according to conditions stated in the Note and Warrant Purchase Agreement. Conversion will occur automatically upon closing of Actuate's initial public offering. The conversion price and the number of shares to be issued upon the closing of Actuate's initial public offering is estimated currently and will finalize at pricing of IPO.

5. Conversion occurs according to the terms and conditions stated in the Preferred Stock Purchase Agreement for each class. Conversion will occur automatically upon the closing of Actuate's initial public offering.

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	08/12/2024
	/s/ James T Demetriades, Kairos SPV Fund LLC	08/12/2024
	/s/ James T Demetriades, Kairos Venture Opportunities I, L.P. [KVOI, L.P.]	08/12/2024
	/s/ James T Demetriades, Kairos Venture Partners II, L.P. [KVP II, L.P.]	08/12/2024
	/s/ James T Demetriades, Kairos-Actuate SPV, L.P.	08/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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