| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/14/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/14/2024 | S(1) | 5,314 | D | $8(2) | 300,143 | I | Directly held by Bios Fund II, LP(3)(4)(5) | ||
| Common Stock | 08/14/2024 | S(6) | 17,361 | D | $8(2) | 980,433 | I | Directly held by Bios Fund II QP, LP(3)(4)(5) | ||
| Common Stock | 08/14/2024 | S(7) | 2,324 | D | $8(2) | 131,248 | I | Directly held by Bios Fund II NT, LP(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 8,068 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 5,314 of the warrant shares to pay the exercise price and issuing to Bios Fund II the remaining 2,754 shares. |
| 2. The original Form 4 filed on August 14, 2024 is being amended by this Form 4 amendment solely to correct the price reported in column 4 of Table I in the original Form 4, which inadvertently included the incorrect price. This amended report does not report any new transactions and all other information reported in the original Form 4 is correct. |
| 3. Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest"). |
| 4. Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP. |
| 5. The shares owned 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, Bios Actuate Co-Invest III, Bios COF and Bios 2024 Co-Invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively. |
| 6. On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 26,355 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 17,361 of the warrant shares to pay the exercise price and issuing to Bios Fund II QP the remaining 8,994 shares. |
| 7. On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 3,528 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 2,324 of the warrant shares to pay the exercise price and issuing to Bios Fund II NT the remaining 1,204 shares. |
| Remarks: |
| Each of the reporting persons other than Leslie W. Kreis may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer. |
| Leslie W. Kreis, Jr By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Cavu Advisors, LLC By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Bios Fund I, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Bios Fund I QP, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Bios Equity Partners, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Bios Fund II NT, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| Bios Equity Partners II, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact | 08/20/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||