aibioActuate Therapeutics agrees to sell 666,497 shares at $7.00 in private placement
Tickers ACTU
The deal pairs each share with a $7.00 warrant and is expected to bring in approximately $4.7 million in gross proceeds. Bios 2024 Co-Invest, LP, a current stockholder, is among the purchasers, and the filing says Bios would be deemed to own about 49.9% of the company.
Key facts
- Company
- Actuate Therapeutics, Inc. (NASDAQ: ACTU)
- News type
- Financings
- Primary source
- ACTUATE THERAPEUTICS, INC. Form 8-K filed June 26, 2025 (SEC EDGAR)
Actuate Therapeutics, Inc. (Nasdaq: ACTU) agreed to sell 666,497 shares of common stock at $7.00 per share in a private placement, with a warrant for the same number of shares. The company disclosed the deal in a Form 8-K filed June 26, 2025. It expects gross proceeds of approximately $4.7 million, before fees and offering expenses. The placement has not closed. The company expects it to close on or before June 30, 2025, subject to customary closing conditions.
The filing names no placement agent, underwriter or financial advisor for the placement. It also names no bank.
The terms
Actuate signed a securities purchase agreement on June 25, 2025 with institutional and accredited investors. Each investor receives shares of common stock, par value $0.000001 per share, at $7.00 each, plus a warrant. The warrants cover up to 666,497 shares at an exercise price of $7.00 per warrant.
The warrants are exercisable on a cash-only basis from issuance and expire 20 days after the "Milestone Date." That date is the earlier of two events: the U.S. Food and Drug Administration issuing Breakthrough Therapy designation for elraglusib, or the date the FDA gives written communication on whether the company may pursue registration for elraglusib using Phase 2 or Phase 3 clinical data. If all the warrants are exercised, Actuate would receive up to approximately $4.7 million more. Whether that money arrives depends on the milestone and on the holders choosing to exercise.
The company intends to use the net proceeds for working capital and general corporate purposes.
A stockholder is a buyer
Bios 2024 Co-Invest, LP, a current stockholder, agreed to buy 71,428 shares and warrants for 71,428 shares, for an aggregate purchase price of $499,996. The filing says Bios, together with its affiliates and counting the warrants and other rights to acquire common stock, would be deemed to beneficially own approximately 49.9% of the company's common stock after closing. Dr. Aaron G.L. Fletcher, Founder and President of Bios Research, is Chairman of Actuate's board.
A stockholder whose founder chairs the board is therefore one of the buyers. The filing gives no reason the company chose to sell to a related party.
Registration rights
On June 25, 2025, Actuate also signed a registration rights agreement with the purchasers. It must file a registration statement covering resale of the shares and the warrant shares by August 9, 2025. The company must use reasonable efforts to have the statement declared effective as early as possible, and no later than the earlier of the 90th calendar day after filing, if the SEC reviews it, or the fifth day after filing, if the SEC says it will not review it.
The securities were sold in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, and they are not registered. The purchase agreement and registration rights agreement are filed as Exhibit 10.1 and Exhibit 10.2.
Capital and risk
The 8-K's cautionary language says the company's financial condition raises substantial doubt as to its ability to continue as a going concern, and that it requires additional capital to finance its operations for fiscal year 2025. It adds that a failure to raise that capital could force it to delay, limit, reduce or terminate its development programs. The filing gives no cash balance or spending figure against which to measure the $4.7 million.
The company's annual report describes elraglusib as its lead drug, being evaluated in a randomized Phase 2 trial in metastatic pancreatic ductal adenocarcinoma, its most advanced indication to date. A Phase 1/2 trial in refractory pediatric malignancies, including Ewing sarcoma, is also under way.
The company is a Delaware corporation headquartered in Fort Worth, Texas. The 8-K is dated June 25, 2025.
What comes next
The placement is expected to close on or before June 30, 2025. The resale registration is due by August 9, 2025. The milestone warrants depend on an FDA designation or on the FDA's view of the registration path for elraglusib, neither of which the filing dates.