BIOS Fund II NT, LP 4
4 · ACTUATE THERAPEUTICS, INC. · Filed Aug 14, 2024
Insider Transaction Report
Form 4
Kreis Leslie W.
Director10% Owner
Transactions
- Purchase
Common Stock
2024-08-14$8.00/sh+125,000$1,000,000→ 125,000 total(indirect: Directly held by Bios 2024 Co-Invest, LP) - Conversion
Common Stock
2024-08-14+332,867→ 971,439 total(indirect: Directly held by Bios Fund II QP, LP) - Exercise of In-Money
Common Stock
2024-08-14$5.27/sh+3,528$18,593→ 133,572 total(indirect: Directly held by Bios Fund II NT, LP) - Conversion
Convertible Note
2024-08-14−884,427→ 0 total(indirect: Directly held by Bios Clinical Opportunity Fund, LP)→ Common Stock (884,427 underlying) - Conversion
Series A Redeemable Convertible Preferred Stock
2024-08-14−525,797→ 0 total(indirect: Directly held by Bios Fund I, LP)→ Common Stock (525,797 underlying) - Conversion
Common Stock
2024-08-14+101,900→ 297,389 total(indirect: Directly held by Bios Fund II, LP) - Conversion
Common Stock
2024-08-14+309,589→ 309,589 total(indirect: Directly held by Bios Fund III, LP) - Conversion
Common Stock
2024-08-14+2,022,029→ 2,022,029 total(indirect: Directly held by Bios Fund III QP, LP) - Conversion
Common Stock
2024-08-14+462,073→ 462,073 total(indirect: Directly held by Bios Fund II QP, LP) - Conversion
Common Stock
2024-08-14+61,857→ 61,857 total(indirect: Directly held by Bios Fund II NT, LP) - Conversion
Series A Redeemable Convertible Preferred Stock
2024-08-14−307,538→ 0 total(indirect: Directly held by Bios Fund I QP, LP)→ Common Stock (307,538 underlying) - Conversion
Series B-1 Redeemable Convertible Preferred Stock
2024-08-14−141,457→ 0 total(indirect: Directly held by Bios Fund II, LP)→ Common Stock (141,457 underlying) - Conversion
Series B-1 Redeemable Convertible Preferred Stock
2024-08-14−462,073→ 0 total(indirect: Directly held by Bios Fund II QP, LP)→ Common Stock (462,073 underlying) - Conversion
Series C Redeemable Convertible Preferred Stock
2024-08-14−78,267→ 0 total(indirect: Directly held by Bios Fund III NT, LP)→ Common Stock (78,267 underlying) - Conversion
Series C Redeemable Convertible Preferred Stock
2024-08-14−573,394→ 0 total(indirect: Directly held by Bios Actuate Co-Invest III, LP)→ Common Stock (573,394 underlying) - Conversion
Series B-1 Redeemable Convertible Preferred Stock
2024-08-14−153,702→ 0 total(indirect: Directly held by Bios Actuate Co-Invest I, LP)→ Common Stock (153,702 underlying) - Conversion
Series B-3 Redeemable Convertible Preferred Stock
2024-08-14−332,867→ 0 total(indirect: Directly held by Bios Fund II QP, LP)→ Common Stock (332,867 underlying) - Conversion
Series B-4 Redeemable Convertible Preferred Stock
2024-08-14−2,022,029→ 0 total(indirect: Directly held by Bios Fund III QP, LP)→ Common Stock (2,022,029 underlying) - Conversion
Series C Redeemable Convertible Preferred Stock
2024-08-14−74,202→ 0 total(indirect: Directly held by Bios Fund III, LP)→ Common Stock (74,202 underlying) - Conversion
Common Stock
2024-08-14+141,457→ 141,457 total(indirect: Directly held by Bios Fund II, LP) - Conversion
Common Stock
2024-08-14+44,559→ 130,044 total(indirect: Directly held by Bios Fund II NT, LP) - Conversion
Common Stock
2024-08-14+326,547→ 326,547 total(indirect: Directly held by Bios Fund III NT, LP) - Conversion
Series B-2 Redeemable Convertible Preferred Stock
2024-08-14−176,499→ 0 total(indirect: Directly held by Bios Fund II QP, LP)→ Common Stock (176,499 underlying) - Conversion
Series B-2 Redeemable Convertible Preferred Stock
2024-08-14−23,628→ 0 total(indirect: Directly held by Bios Fund II NT, LP)→ Common Stock (23,628 underlying) - Purchase
Common Stock
2024-08-14$8.00/sh+375,000$3,000,000→ 1,259,427 total(indirect: Directly held by Bios Clinical Opportunity Fund, LP) - Conversion
Common Stock
2024-08-14+54,032→ 195,489 total(indirect: Directly held by Bios Fund II, LP) - Conversion
Common Stock
2024-08-14+884,427→ 884,427 total(indirect: Directly held by Bios Clinical Opportunity Fund, LP) - Conversion
Common Stock
2024-08-14+153,702→ 153,702 total(indirect: Directly held by Bios Actuate Co-Invest I, LP) - Conversion
Common Stock
2024-08-14+176,499→ 638,572 total(indirect: Directly held by Bios Fund II QP, LP) - Conversion
Common Stock
2024-08-14+2,094,650→ 2,094,650 total(indirect: Directly held by Bios Actuate Co-Invest II, LP) - Exercise of In-Money
Common Stock
2024-08-14$5.27/sh+8,068$42,518→ 305,457 total(indirect: Directly held by Bios Fund II, LP) - Conversion
Common Stock
2024-08-14+525,797→ 525,797 total(indirect: Directly held by Bios Fund I, LP) - Conversion
Common Stock
2024-08-14+307,538→ 307,538 total(indirect: Directly held by Bios Fund I QP, LP) - Conversion
Common Stock
2024-08-14+23,628→ 85,485 total(indirect: Directly held by Bios Fund II NT, LP) - Conversion
Common Stock
2024-08-14+147,047→ 300,749 total(indirect: Directly held by Bios Actuate Co-Invest I, LP) - Conversion
Common Stock
2024-08-14+484,638→ 2,506,667 total(indirect: Directly held by Bios Fund III QP, LP) - Conversion
Common Stock
2024-08-14+573,394→ 573,394 total(indirect: Directly held by Bios Actuate Co-Invest III, LP) - Exercise of In-Money
Common Stock
2024-08-14$5.27/sh+26,355$138,891→ 997,794 total(indirect: Directly held by Bios Fund II QP, LP) - Sale
Common Stock
2024-08-14$9.00/sh−17,361$156,249→ 980,433 total(indirect: Directly held by Bios Fund II QP, LP) - Sale
Common Stock
2024-08-14$9.00/sh−2,324$20,916→ 131,248 total(indirect: Directly held by Bios Fund II NT, LP) - Conversion
Series B-1 Redeemable Convertible Preferred Stock
2024-08-14−61,857→ 0 total(indirect: Directly held by Bios Fund II NT, LP)→ Common Stock (61,857 underlying) - Conversion
Series C Redeemable Convertible Preferred Stock
2024-08-14−484,638→ 0 total(indirect: Directly held by Bios Fund III QP, LP)→ Common Stock (484,638 underlying) - Conversion
Common Stock
2024-08-14+74,202→ 383,791 total(indirect: Directly held by Bios Fund III, LP) - Conversion
Common Stock
2024-08-14+78,267→ 404,814 total(indirect: Directly held by Bios Fund III NT, LP) - Sale
Common Stock
2024-08-14$9.00/sh−5,314$47,826→ 300,143 total(indirect: Directly held by Bios Fund II, LP) - Conversion
Series B-2 Redeemable Convertible Preferred Stock
2024-08-14−54,032→ 0 total(indirect: Directly held by Bios Fund II, LP)→ Common Stock (54,032 underlying) - Conversion
Series B-4 Redeemable Convertible Preferred Stock
2024-08-14−309,589→ 0 total(indirect: Directly held by Bios Fund III, LP)→ Common Stock (309,589 underlying) - Conversion
Series B-4 Redeemable Convertible Preferred Stock
2024-08-14−326,547→ 0 total(indirect: Directly held by Bios Fund III NT, LP)→ Common Stock (326,547 underlying) - Exercise of In-Money
Warrant (Right to Buy)
2024-08-14−3,528→ 0 total(indirect: Directly held by Bios Fund II NT, LP)Exercise: $5.27→ Common Stock (3,528 underlying) - Conversion
Series B-2 Redeemable Convertible Preferred Stock
2024-08-14−147,047→ 0 total(indirect: Directly held by Bios Actuate Co-Invest I, LP)→ Common Stock (147,047 underlying) - Conversion
Series B-3 Redeemable Convertible Preferred Stock
2024-08-14−101,900→ 0 total(indirect: Directly held by Bios Fund II, LP)→ Common Stock (101,900 underlying) - Conversion
Series B-3 Redeemable Convertible Preferred Stock
2024-08-14−44,559→ 0 total(indirect: Directly held by Bios Fund II NT, LP)→ Common Stock (44,559 underlying) - Conversion
Series B-4 Redeemable Convertible Preferred Stock
2024-08-14−2,094,650→ 0 total(indirect: Directly held by Bios Actuate Co-Invest II, LP)→ Common Stock (2,094,650 underlying) - Exercise of In-Money
Warrant (Right to Buy)
2024-08-14−8,068→ 0 total(indirect: Directly held by Bios Fund II, LP)Exercise: $5.27→ Common Stock (8,068 underlying) - Exercise of In-Money
Warrant (Right to Buy)
2024-08-14−26,355→ 0 total(indirect: Directly held by Bios Fund II QP, LP)Exercise: $5.27→ Common Stock (26,355 underlying) - Award
Stock Options
2024-08-12+15,000→ 15,000 total(indirect: Directly held by Aaron G.L. Fletcher)Exercise: $8.00Exp: 2034-08-12→ Common Stock (15,000 underlying)
Holdings
- 26,355(indirect: Directly held by Bios Fund II QP, LP)
Warrant (Right to Buy)
Exercise: $10.54From: 2024-08-12→ Common Stock (26,355 underlying) - 31,884(indirect: Directly held by BP Directors, LP)
Stock Options
Exercise: $2.14Exp: 2033-04-29→ Common Stock (31,884 underlying) - 8,068(indirect: Directly held by Bios Fund II, LP)
Warrant (Right to Buy)
Exercise: $10.54From: 2024-08-12→ Common Stock (8,068 underlying) - 3,528(indirect: Directly held by Bios Fund II NT, LP)
Warrant (Right to Buy)
Exercise: $10.54From: 2024-08-12→ Common Stock (3,528 underlying)
Footnotes (16)
- [F1]Reflects a convertible note that was convertible into shares of common stock of the Issuer. The principal amount of the convertible note together with accrued interest was automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the initial offering price multiplied by 0.8.
- [F10]Each share of Series C Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series C Convertible Preferred Stock had no expiration date.
- [F11]On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 8,068 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 5,314 of the warrant shares to pay the exercise price and issuing to Bios Fund II the remaining 2,754 shares.
- [F12]On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 26,355 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 17,361 of the warrant shares to pay the exercise price and issuing to Bios Fund II QP the remaining 8,994 shares.
- [F13]On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 3,528 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 2,324 of the warrant shares to pay the exercise price and issuing to Bios Fund II NT the remaining 1,204 shares.
- [F14]The options vest and become exercisable on August 12, 2025, subject to the Mr. Fletcher's continuing service on the Issuer's Board of Directors through such vesting date.
- [F15]These warrants will expire upon the earliest to occur of (i) September 7, 2028, (ii) the consummation of a change in control of the Issuer and (iii) August 14, 2026, which is the two-year anniversary of the first closing of the Issuer's IPO.
- [F16]The options are fully vested.
- [F2]Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest").
- [F3]Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP.
- [F4]The shares owned by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II, Bios Actuate Co-Invest III, Bios COF and Bios 2024 Co-Invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively.
- [F5]Each share of Series A Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock had no expiration date.
- [F6]Each share of Series B-1 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-1 Convertible Preferred Stock had no expiration date.
- [F7]Each share of Series B-2 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-2 Convertible Preferred Stock had no expiration date.
- [F8]Each share of Series B-3 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-3 Convertible Preferred Stock had no expiration date.
- [F9]Each share of Series B-4 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-4 Convertible Preferred Stock had no expiration date.