Actuate Therapeutics Inc.

10/30/2026 | Press release | Distributed by Public on 10/30/2026 13:37

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BIOS Fund I, LP
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400 		3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026
(Street)
FORT WORTH, TX 76107 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 64,995 10/28/2026(2) 10/28/2031(2) Common Stock 64,995 $ 0 64,995 I Directly held by Bios 2024 Co-Invest, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 87,743 10/28/2026(2) 10/28/2031(2) Common Stock 87,743 $ 0 87,743 I Directly held by Bios Actuate Co-Invest I, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 682,885 10/28/2026(2) 10/28/2031(2) Common Stock 682,885 $ 0 682,885 I Directly held by Bios Actuate Co-Invest II, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 194,984 10/28/2026(2) 10/28/2031(2) Common Stock 194,984 $ 0 194,984 I Directly held by Bios Actuate Co-Invest III, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 368,304 10/28/2026(2) 10/28/2031(2) Common Stock 368,304 $ 0 368,304 I Directly held by Bios Clinical Opportunity Fund, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 47,972 10/28/2026(2) 10/28/2031(2) Common Stock 47,972 $ 0 47,972 I Directly held by Bios Fund I QP, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 82,018 10/28/2026(2) 10/28/2031(2) Common Stock 82,018 $ 0 82,018 I Directly held by Bios Fund I, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 36,056 10/28/2026(2) 10/28/2031(2) Common Stock 36,056 $ 0 36,056 I Directly held by Bios Fund II NT, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 269,342 10/28/2026(2) 10/28/2031(2) Common Stock 269,342 $ 0 269,342 I Directly held by Bios Fund II QP, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 82,454 10/28/2026(2) 10/28/2031(2) Common Stock 82,454 $ 0 82,454 I Directly held by Bios Fund II, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 133,073 10/28/2026(2) 10/28/2031(2) Common Stock 133,073 $ 0 133,073 I Directly held by Bios Fund III NT, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 824,012 10/28/2026(2) 10/28/2031(2) Common Stock 824,012 $ 0 824,012 I Directly held by Bios Fund III QP, LP(3)(4)(5)
Warrant (Right to Buy) $0.5325 10/28/2026 A(1) 126,162 10/28/2026(2) 10/28/2031(2) Common Stock 126,162 $ 0 126,162 I Directly held by Bios Fund III, LP(3)(4)(5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BIOS Fund I, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH, TX 76107 		X X
Bios 2024 Co-Invest, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH, TX 76107 		X X
BIOS Actuate Co-Invest I, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH, TX 76107 		X X
BIOS Actuate Co-Invest II, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH, TX 76107 		X X
Bios Actuate Co-Invest III, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH, TX 76107 		X X
Bios Clinical Opportunity Fund, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH, TX 76107 		X X
BIOS Fund I QP, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH, TX 76107 		X X
BIOS Fund II NT, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH, TX 76107 		X X
BIOS Fund II QP, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH, TX 76107 		X X
BIOS Fund II, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN SUITE 400
FORT WORTH, TX 76107 		X X

Signatures

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/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
Bios 2024 Co-Invest, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
Bios Actuate Co-Invest I, 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/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
Bios Actuate Co-Invest II, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
Bios Actuate Co-Invest III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
Bios Clinical Opportunity Fund, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
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/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
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/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
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/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date
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/ John Fucci, as attorney-in-fact 10/30/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to a letter agreement, dated as of October 2, 2026 and amended on October 16, 2026 (the "Letter Agreement"), between Actuate Therapeutics, Inc. (the "Issuer") and Bios Partners, L.P., on behalf of certain Bios entities (the "Bios Entities"), the Bios Entities agreed to a two-year lock-up of securities of the Issuer beneficially owned by them. In consideration thereof, the Issuer agreed to issue to the Bios Entities warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share (the "Common Stock"), at an exercise price of $0.5325 per share (the "Warrants"). The Warrants were issued at the closing of the Issuer's public offering.
(2) A Warrant may be exercised only during the period ("Exercise Period") commencing on October 28, 2026 and terminating at 5:00 P.M., New York time on October 28, 2031 ("Expiration Date"). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.
(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.
(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.

Remarks:
This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. The first Form 4 was filed by Bios Fund I, LP.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Actuate Therapeutics Inc. published this content on October 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 30, 2026 at 19:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]