BIOS Fund III, LP filed a Form 4 with the SEC on October 30, 2026, reporting the acquisition of warrants to purchase an aggregate of 3,000,000 shares of common stock of Actuate Therapeutics, Inc. (NASDAQ:ACTU) across multiple affiliated Bios entities, with a transaction date of October 28, 2026.

Key Highlights

  • Warrant issuance: Warrants to purchase an aggregate of 3,000,000 shares of common stock, par value $0.000001 per share, were issued to the Bios Entities.
  • Exercise price: Each warrant carries an exercise price of $0.5325 per share.
  • Exercise period: Warrants are exercisable from October 28, 2026 through October 28, 2031, after which unexercised warrants become void.
  • Consideration for lock-up: The warrants were issued in connection with a two-year lock-up agreement on securities of the issuer beneficially owned by the Bios Entities, pursuant to a letter agreement dated October 2, 2026, as amended October 16, 2026.
  • Thirteen affiliated entities: Warrants were distributed across 13 Bios-affiliated entities, ranging from 36,056 shares (Bios Fund II NT, LP) to 824,012 shares (Bios Fund III QP, LP).
  • Reporting persons: BIOS Fund III, LP is identified as both a Director and 10% Owner of the issuer.
  • Acquisition price: The derivative securities were acquired at a price of $0 per warrant.

BIOS Fund III and Affiliated Entities Receive Actuate Therapeutics Warrants in Exchange for Two-Year Lock-Up

According to the filing, the warrants were issued pursuant to 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 the Bios Entities. Under the terms of that agreement, the Bios Entities agreed to a two-year lock-up of their beneficially owned securities of the issuer. In consideration, the issuer agreed to issue warrants to purchase an aggregate of 3,000,000 shares of common stock at an exercise price of $0.5325 per share. The filing states the warrants were issued at the closing of the issuer's public offering.

The 3,000,000 aggregate warrants were allocated across 13 entities, as reported in Table II of the filing. The individual allocations disclosed are: 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). All warrants were acquired at a price of $0 and are held indirectly by each respective entity.

The filing notes that this Form 4 is the first of two filed relating to the same event, as the total number of reporting persons exceeded the SEC's EDGAR system limit of 10 per filing. The second Form 4 was filed by Bios Fund I, LP. Control of the aggregated Bios Equity Entities is attributed to Mr. Les Kreis, through Cavu Management, LP and Cavu Advisors LLC, and Mr. Aaron Fletcher, through Bios Capital Management, LP and Bios Advisors GP, LLC, according to the filing's explanation of responses.

What Was Disclosed

BIOS Fund III, LP and 12 affiliated Bios entities reported the acquisition of warrants to purchase a total of 3,000,000 shares of Actuate Therapeutics common stock at $0.5325 per share, issued on October 28, 2026 in exchange for a two-year lock-up commitment, and exercisable through October 28, 2031.