--- title: "Actuate Therapeutics prices 2,142,858 shares at $7.00 for $15,000,006" url: "https://aibio.space/news/actuate-therapeutics-prices-2-142-858-shares-7-00-15-000-006-gross/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-09-09" section: "Financings" tickers: "NASDAQ:ACTU" source: "https://www.sec.gov/Archives/edgar/data/1652935/000168316825006782/actuate_424b5.htm" summary: "Actuate Therapeutics priced 2,142,858 shares at $7.00 for $15,000,006 in gross proceeds, below the $8.24 last sale price. Lucid Capital Markets is the sole" --- By the aibio.space news desk. Sources - [Actuate Therapeutics, Inc. 424B5 (2025-09-09)](https://www.sec.gov/Archives/edgar/data/1652935/000168316825006782/actuate_424b5.htm) - [actuate_424b5.htm](https://www.sec.gov/Archives/edgar/data/1652935/000168316825006829/actuate_424b5.htm) - [actuate_ex9901.htm](https://www.sec.gov/Archives/edgar/data/1652935/000168316825006831/actuate_ex9901.htm) - [Actuate Therapeutics, Inc. 10-K (2025-03-13): business](https://www.sec.gov/Archives/edgar/data/1652935/000168316825001581/actuate_i10k-123124.htm) [ACTU](https://aibio.space/companies/actuate-therapeutics/) 2025-09-09 # Actuate Therapeutics prices 2,142,858 shares at $7.00 for $15,000,006 in gross proceeds Tickers [ACTU](https://aibio.space/companies/actuate-therapeutics/) Actuate Therapeutics priced 2,142,858 shares at $7.00 for $15,000,006 in gross proceeds, below the $8.24 last sale price. Lucid Capital Markets is the sole underwriter, and the prospectus says the company's current liabilities exceeded its assets at June 30, 2025. ## Key facts - **Company**: Actuate Therapeutics, Inc. (NASDAQ: ACTU) - **News type**: Financings - **Primary source**: [Actuate Therapeutics, Inc. 424B5 (2025-09-09)](https://www.sec.gov/Archives/edgar/data/1652935/000168316825006782/actuate_424b5.htm) *A red price chart on a screen. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The offering Actuate Therapeutics, Inc. (Nasdaq: [ACTU](https://aibio.space/companies/actuate-therapeutics/)) announced a proposed underwritten public offering of common stock on September 9, 2025, in a press release filed as an 8-K exhibit. Its final prospectus supplement, dated September 10, 2025, sets the terms at 2,142,858 shares at $7.00 per share, or $15,000,006 in gross proceeds. Underwriting discounts and commissions are $0.49 per share, or $1,050,000 in total, which leaves $13,950,006 in proceeds to the company before expenses. The underwriter, Lucid Capital Markets, LLC, holds a 30-day option to buy up to 321,428 more shares at the offering price. If the option is exercised in full, proceeds before expenses would be $16,042,502. ## The price and the shelf limit The last reported sale price on the Nasdaq Global Market was $8.24 on September 5, 2025, so the offering was priced below that close. The prospectus puts the company's public float at about $62.0 million, based on 7,113,902 non-affiliate shares at $8.72 on September 4, 2025. Because the float is under $75 million, the prospectus says Actuate cannot sell securities under this registration in a public primary offering worth more than one-third of its public float in any 12-month period. ## Who is running it Lucid Capital Markets is the sole book-running manager, according to the press release, and the prospectus names Lucid Capital Markets, LLC as the sole underwriter. The documents name no co-manager, placement agent, lender or financial adviser. ## What the money is for The company estimates net proceeds of approximately $13.53 million, or approximately $15.62 million if the underwriter exercises its option in full, and says it intends to use them for working capital and general corporate purposes. Neither document gives a spending plan. The prospectus is blunt about the finances. It says the company's current liabilities exceeded its assets as of June 30, 2025, that it expects substantial operating losses for the foreseeable future and will need more capital in the near term, and that if it fails to obtain financing it may need to seek bankruptcy protection in the near term. ## Dilution The company had 20,779,042 shares outstanding as of September 5, 2025, and the 2,142,858 new shares come on top of that. New investors face immediate dilution of approximately $6.52 per share. The count excludes 1,804,477 shares issuable on options at a weighted average exercise price of $6.50, 616,611 shares from restricted stock units and 922,096 shares from warrants at a weighted average of $7.87. A committed equity facility with B. Riley Principal Capital II, signed March 27, 2025, reserves a further 3,364,407 shares. ## The lead drug's data Elraglusib, the company's lead investigational drug, is being tested in a randomized Phase 2 trial in metastatic pancreatic ductal adenocarcinoma. The 10-K filed March 13, 2025 reports interim figures as of November 15, 2024, when more than 70% of deaths in the control arm had occurred. The company says one-year survival was 43.6% with elraglusib plus gemcitabine and nab-paclitaxel, against 22.5% with chemotherapy alone (p-value 0.002). Median overall survival was 9.3 months against 7.2 months, a hazard ratio of 0.63 (p-value 0.016). The 10-K calls these draft, unaudited data and says they "should not be relied upon as a final analysis." The primary endpoint, median overall survival, will be summarized only when the study ends. The 10-K's 18- and 24-month survival figures, 20.9% against 0% and 16.7% against 0%, come without patient counts for each arm. Adverse events were similar in both arms, which the company calls a favorable risk-benefit profile. The company plans to meet the FDA at the end of the study to discuss a Phase 3 registration study and whether the Phase 2 data can support registration. No meeting date is given. The prospectus also says a Phase 1/2 trial in refractory pediatric malignancies, including Ewing sarcoma, was completed in July 2025. It gives no results from that trial. ## What comes next The underwriter's option on 321,428 shares is open for 30 days from the prospectus date. The documents give no date for the FDA meeting. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story ACTU Actuate Therapeutics, Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/actuate-therapeutics-prices-2-142-858-shares-7-00-15-000-006-gross/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Actuate Therapeutics prices 2,142,858 shares at $7.00 for $15,000,006", 2025-09-09, https://aibio.space/news/actuate-therapeutics-prices-2-142-858-shares-7-00-15-000-006-gross/