| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Fletcher Aaron G.L. | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | Fletcher Aaron G.L. By: /s/ John Fucci, as attorney-in-fact | 2025-06-30 | 0001789490 |
| BIOS Capital Management, LP | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact | 2025-06-30 | 0001813845 |
| BIOS Advisors GP, LLC | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | Bios Advisors GP, LLC By: /s/ John Fucci, as attorney-in-fact | 2025-06-30 | 0001813844 |
| BIOS Fund III, LP | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | Bios Fund 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 | 2025-06-30 | 0001791917 |
| BIOS Fund III QP, LP | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | Bios Fund III QP, 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 | 2025-06-30 | 0001791916 |
| BIOS Fund III NT, LP | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | Bios Fund III NT, 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 | 2025-06-30 | 0001791910 |
| BIOS Actuate Co-Invest I, LP | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | 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 | 2025-06-30 | 0001771378 |
| BIOS Actuate Co-Invest II, LP | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | 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 | 2025-06-30 | 0001825398 |
| Bios Actuate Co-Invest III, LP | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | 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 | 2025-06-30 | 0001956704 |
| BIOS Equity Partners III, LP | Director, 10%+ Owner | C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN SUITE 400, FORT WORTH | Bios Equity Partners III, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact | 2025-06-30 | 0001831976 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ACTU | Common Stock | Purchase | $500K | +71.4K | +57.14% | $7.00 | 196K | Jun 27, 2025 | Directly held by Bios 2024 Co-Invest, LP | F1, F3, F4, F5 |
| holding | ACTU | Common Stock | 1.26M | Jun 27, 2025 | Directly held by Bios Clinical Opportunity Fund, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 526K | Jun 27, 2025 | Directly held by Bios Fund I, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 308K | Jun 27, 2025 | Directly held by Bios Fund I QP, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 300K | Jun 27, 2025 | Directly held by Bios Fund II, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 980K | Jun 27, 2025 | Directly held by Bios Fund II QP, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 131K | Jun 27, 2025 | Directly held by Bios Fund II NT, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 301K | Jun 27, 2025 | Directly held by Bios Actuate Co-Invest I, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 384K | Jun 27, 2025 | Directly held by Bios Fund III, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 2.51M | Jun 27, 2025 | Directly held by Bios Fund III QP, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 405K | Jun 27, 2025 | Directly held by Bios Fund III NT, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 2.09M | Jun 27, 2025 | Directly held by Bios Actuate Co-Invest II, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 573K | Jun 27, 2025 | Directly held by Bios Actuate Co-Invest III, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 84.9K | Jun 27, 2025 | Directly held by BP Directors, LP | F3, F4, F5 | |||||
| holding | ACTU | Common Stock | 61K | Jun 27, 2025 | Directly held by Aaron G.L. Fletcher | ||||||
| holding | ACTU | Common Stock | 8.06K | Jun 27, 2025 | Directly held by KF Legacy Trust U/A/D December 7, 2016 | F6 | |||||
| holding | ACTU | Common Stock | 8.06K | Jun 27, 2025 | Directly held by MF Legacy Trust U/A/D December 7, 2016 | F6 | |||||
| holding | ACTU | Common Stock | 69.4K | Jun 27, 2025 | Directly held by Circle K Invesco, LP | F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ACTU | Warrant (Right to Buy) | Purchase | $0 | +71.4K | $0.00 | 71.4K | Jun 27, 2025 | Common Stock | 71.4K | $7.00 | Directly held by Bios 2024 Co-Invest, LP | F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of June 25, 2025, between Actuate Therapeutics, Inc. (the "Issuer") and certain institutional and accredited investors, Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest") purchased from the Issuer in a private placement 71,428 shares of common stock, par value $0.000001 per share (the "Common Stock"), and warrants to purchase 71,428 shares of Common Stock (the "Warrants"). The closing of the transactions contemplated by the Securities Purchase Agreement occurred on June 27, 2025. |
| F2 | The Warrants are exercisable on a cash only basis at any time after the date of issuance and expire 20 days following the earliest to occur of (i) the U.S. Food and Drug Administration ("FDA") issuing Breakthrough Therapy designation for elraglusib and (ii) the date that the FDA provides written communication available to the Issuer of its determination as to whether the Issuer may pursue registration for elraglusib using Phase 2 or Phase 3 clinical data. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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. |
| F6 | Shares are held in a trust, which has an independent trustee, for the benefit of Mr. Fletcher's children. Mr. Fletcher disclaims beneficial ownership of such shares other than to the extent he may have a pecuniary interest therein. |
| F7 | Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control. |
Exhibit 24 - Power of Attorney Each of the reporting persons may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer. This Form 4 is the first of three Forms 4 filed relating to the same event. The Form 4 has been split into three 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 second Form 4 will be filed by Leslie W. Kreis as the designated filer. The third Form 4 will be filed by Bios Equity COF, LP as the designated filer.