Actuate Therapeutics, Inc. filed a Form 8-K on October 28, 2026, disclosing the closing of a public offering of common stock and warrants that generated approximately $9.96 million in net proceeds.

Key Highlights

  • Offering closed October 28, 2026: Actuate Therapeutics completed its public offering on that date, with Newbridge Securities Corporation acting as sole book-running manager.
  • 30,985,900 shares offered: The company issued 30,985,900 shares of common stock at a combined public offering price of $0.71 per set of two shares and one Common Warrant.
  • Common Warrants issued: Warrants to purchase up to 15,492,950 shares of common stock were issued, with an exercise price of $0.45 per share, exercisable immediately and expiring five years from issuance.
  • Net proceeds of approximately $9.96 million: This figure is after deducting underwriting discounts, commissions, and estimated offering expenses payable by the company.
  • Over-allotment option granted: The underwriter received a 45-day option to purchase up to 4,647,885 additional shares and additional Common Warrants to purchase up to 2,323,942 shares.
  • Underwriter warrants issued: The company issued to Newbridge Securities Corporation or its designees warrants to purchase up to 3.5% of shares sold, exercisable at $0.44375 per share beginning on the 180th day following the Underwriting Agreement date and expiring October 26, 2031.
  • Warrant Agency Agreement executed: On October 28, 2026, the company entered into a Warrant Agency Agreement with Broadridge Corporate Issuer Solutions, LLC as warrant agent.

Actuate Therapeutics Prices and Closes Public Stock and Warrant Offering

According to the filing, Actuate Therapeutics, Inc. (NASDAQ:ACTU) entered into an Underwriting Agreement with Newbridge Securities Corporation on October 26, 2026, relating to the issuance and sale of 30,985,900 shares of common stock, par value $0.000001 per share, alongside Common Warrants to purchase up to 15,492,950 shares of common stock. The company reported that the offering closed on October 28, 2026, generating net proceeds of approximately $9.96 million after deducting underwriting discounts, commissions, and estimated offering expenses.

The filing discloses that the combined public offering price was $0.71 for each set of two shares of common stock and one accompanying Common Warrant. The Common Warrants carry an exercise price of $0.45 per share, are exercisable immediately upon issuance, and will expire five years from the date of issuance, according to the filing. The offering was made pursuant to a registration statement on Form S-1 (File No. 333-299332), which the Securities and Exchange Commission declared effective on October 26, 2026.

The company also disclosed that it issued warrants to Newbridge Securities Corporation or its designees to purchase up to 3.5% of shares sold in the offering, including shares sold through any exercise of the over-allotment option. These underwriter warrants are exercisable at $0.44375 per share, which the filing describes as 125% of the public offering price of $0.355 per share. They become exercisable commencing on the 180th day following the Underwriting Agreement date and expire October 26, 2031, in compliance with FINRA Rule 5110(g)(8)(A). The filing further states that these warrants are subject to a 180-day lock-up pursuant to FINRA Rule 5110(e). In connection with the offering, Broadridge Corporate Issuer Solutions, LLC was appointed as warrant agent under a Warrant Agency Agreement dated October 28, 2026.

What Was Disclosed

Actuate Therapeutics filed a Form 8-K reporting entry into an Underwriting Agreement and Warrant Agency Agreement in connection with a public offering of shares and warrants that closed October 28, 2026, raising approximately $9.96 million in net proceeds.