A group of BIOS Equity Partners entities filed a Form 4 with the SEC on October 30, 2026, disclosing the acquisition of warrants to purchase an aggregate of 3,000,000 shares of common stock of Actuate Therapeutics, Inc. (NASDAQ:ACTU) in connection with a two-year lock-up agreement, with the transaction dated October 28, 2026.

Key Highlights

  • Lock-up consideration: According to the filing, Actuate Therapeutics agreed to issue warrants to purchase an aggregate of 3,000,000 shares of common stock to the BIOS entities in exchange for their agreement to a two-year lock-up of securities they beneficially owned.
  • Exercise price: The warrants carry an exercise price of $0.5325 per share, as disclosed in the filing.
  • Exercise period: The warrants are exercisable from October 28, 2026 through October 28, 2031, after which any unexercised warrants become void, according to the filing.
  • Underlying security: The warrants represent rights to purchase shares of common stock, par value $0.000001 per share, of Actuate Therapeutics, Inc.
  • Price of derivative: The filing reports the price of each warrant as $0, indicating they were issued at no cost to the recipients.
  • Multiple reporting persons: Thirteen affiliated BIOS entities are named as reporting persons, each holding warrants indirectly through their respective funds, all c/o BIOS Equity Partners at 1751 River Run, Suite 400, Fort Worth, Texas 76107.
  • Relationship to issuer: Each reporting person is identified in the filing as both a Director and a 10% Owner of Actuate Therapeutics, Inc.

BIOS Equity Partners Entities Acquire Warrants Across 13 Funds in Actuate Lock-Up Transaction

According to the filing, the warrant issuance stemmed from a letter agreement dated October 2, 2026, and amended on October 16, 2026, between Actuate Therapeutics, Inc. and Bios Partners, L.P., acting on behalf of certain BIOS entities. Under that agreement, the BIOS entities agreed to a two-year lock-up covering securities of the issuer they beneficially owned. In consideration, the issuer agreed to issue warrants to purchase an aggregate of 3,000,000 shares of common stock at $0.5325 per share. The filing states the warrants were issued at the closing of the issuer's public offering.

The 3,000,000 warrants are distributed across thirteen affiliated funds. The filing lists individual warrant counts as follows: Bios 2024 Co-Invest, LP (64,995); Bios Actuate Co-Invest I, LP (87,743); Bios Actuate Co-Invest II, LP (682,885); Bios Actuate Co-Invest III, LP (194,984); Bios Clinical Opportunity Fund, LP (368,304); Bios Fund I QP, LP (47,972); Bios Fund I, LP (82,018); Bios Fund II NT, LP (36,056); Bios Fund II QP, LP (269,342); Bios Fund II, LP (82,454); Bios Fund III NT, LP (133,073); Bios Fund III QP, LP (824,012); and Bios Fund III, LP (126,162). Each allocation is reported as held indirectly by the respective named entity.

The filing discloses that each warrant may be exercised only during the period commencing October 28, 2026 and terminating at 5:00 P.M., New York time, on October 28, 2031. The filing further states that "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." The transaction code recorded for each warrant line is "A," indicating acquisition.

What Was Disclosed

The filing reports that thirteen affiliated BIOS Equity Partners funds collectively acquired warrants to purchase 3,000,000 shares of Actuate Therapeutics common stock at $0.5325 per share, issued at no cost as consideration for a two-year lock-up commitment, exercisable through October 28, 2031.