ThZeal - The Zeal

SEC FORM 4 SEC Form 4

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^*

THOMSON TODD S

(Last)

(First)

(Middle)

9440 S. SANTA MONICA BLVD

SUITE #710

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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^*

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 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
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