Home/Filings/4/0001104659-25-063991

4//SEC Filing

BIOS Fund III, LP 4

Accession 0001104659-25-063991

CIK 0001652935other

View on SEC.gov Company Profile

Filed

Jun 29, 8:00 PM ET

Accepted

Jun 30, 1:01 PM ET

Size

295.7 KB

Accession

0001104659-25-063991

Insider Transaction Report

Form 4

Period: 2025-06-27

ACTUATE THERAPEUTICS, INC.ACTU

BIOS Fund III, LP

Director10% Owner

Transactions

Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)
Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)

Holdings

Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394

BIOS Advisors GP, LLC

Director10% Owner

Transactions

Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)

Holdings

Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: By Trust)
8,056

Bios Actuate Co-Invest III, LP

Director10% Owner

Transactions

Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)
Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)

Holdings

Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375

BIOS Actuate Co-Invest II, LP

Director10% Owner

Transactions

Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)

Holdings

Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650

BIOS Equity Partners III, LP

Director10% Owner

Transactions

Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)

Holdings

Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917

Fletcher Aaron G.L.

Director10% Owner

Transactions

Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)
Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)

Holdings

Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: By Trust)
8,056

BIOS Capital Management, LP

Director10% Owner

Transactions

Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)
Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)

Holdings

Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: By Trust)
8,056

BIOS Fund III QP, LP

Director10% Owner

Transactions

Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)

Holdings

Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: By Trust)
8,056

BIOS Fund III NT, LP

Director10% Owner

Transactions

Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)

Holdings

Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375

BIOS Actuate Co-Invest I, LP

Director10% Owner

Transactions

Purchase
Warrant (Right to Buy)
2025-06-27+71,428→ 71,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)
Exercise: $7.00→ Common Stock (71,428 underlying)
Purchase
Common Stock
2025-06-27$7.00/sh+71,428$499,996→ 196,428 total(indirect: Directly held by Bios 2024 Co-Invest, LP)

Holdings

Common Stock
(indirect: Directly held by Bios Fund II QP, LP)
980,433
Common Stock
(indirect: Directly held by Bios Fund III NT, LP)
404,814
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest II, LP)
2,094,650
Common Stock
(indirect: Directly held by Aaron G.L. Fletcher)
60,973
Common Stock
(indirect: Directly held by Circle K Invesco, LP)
69,375
Common Stock
(indirect: Directly held by Bios Fund II, LP)
300,143
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest III, LP)
573,394
Common Stock
(indirect: Directly held by BP Directors, LP)
84,917
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Clinical Opportunity Fund, LP)
1,259,427
Common Stock
(indirect: Directly held by Bios Fund I QP, LP)
307,538
Common Stock
(indirect: Directly held by Bios Fund II NT, LP)
131,248
Common Stock
(indirect: Directly held by Bios Fund III, LP)
383,791
Common Stock
(indirect: By Trust)
8,056
Common Stock
(indirect: Directly held by Bios Fund I, LP)
525,797
Common Stock
(indirect: Directly held by Bios Actuate Co-Invest I, LP)
300,749
Common Stock
(indirect: Directly held by Bios Fund III QP, LP)
2,506,667

Footnotes (7)

[F1]Pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of June 25, 2025, between Actuate Therapeutics, Inc. (the "Issuer") and certain institutional and accredited investors, Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest") purchased from the Issuer in a private placement 71,428 shares of common stock, par value $0.000001 per share (the "Common Stock"), and warrants to purchase 71,428 shares of Common Stock (the "Warrants"). The closing of the transactions contemplated by the Securities Purchase Agreement occurred on June 27, 2025.
[F2]The Warrants are exercisable on a cash only basis at any time after the date of issuance and expire 20 days following the earliest to occur of (i) the U.S. Food and Drug Administration ("FDA") issuing Breakthrough Therapy designation for elraglusib and (ii) the date that the FDA provides written communication available to the Issuer of its determination as to whether the Issuer may pursue registration for elraglusib using Phase 2 or Phase 3 clinical data.
[F3]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.
[F4]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.
[F5]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.
[F6]Shares are held in a trust, which has an independent trustee, for the benefit of Mr. Fletcher's children. Mr. Fletcher disclaims beneficial ownership of such shares other than to the extent he may have a pecuniary interest therein.
[F7]Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control.

Documents

2 files

Issuer

ACTUATE THERAPEUTICS, INC.

CIK 0001652935

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001791917

Filing Metadata

Form type: 4
Filed: Jun 29, 8:00 PM ET
Accepted: Jun 30, 1:01 PM ET
Size: 295.7 KB

View on SEC.gov