ACTUATE THERAPEUTICS, INC. 8-K

What Happened

• Actuate Therapeutics, Inc. (ACTU) announced in an 8‑K filed May 6, 2026 that, effective May 1, 2026, the company appointed Martin H. Huber, M.D., to its expanded Board of Directors (increasing the board from seven to eight members). Dr. Huber will serve as a Class III director until the 2027 annual meeting and join the Nominating and Corporate Governance Committee. The company also entered into a standard indemnification agreement with him.

Key Details

• Board seat: expansion from 7 to 8 directors; Dr. Huber fills the new seat and serves until the 2027 annual meeting.
• Equity and cash pay: initial grant of non‑statutory stock options to purchase 30,000 shares vesting over three years; annual director retainer of $44,000, paid quarterly.
• Consulting agreement: separate agreement for R&D advisory services with a quarterly fee of $3,000.
• Background: Dr. Huber was CEO of Mersana Therapeutics through January 2026 and has held senior R&D/clinical roles at Xilio, TESARO, Merck and others; he holds an M.D. from Baylor College of Medicine.

Why It Matters

• The appointment adds an experienced oncology R&D executive to Actuate’s board, which may strengthen oversight of clinical and development strategy.
• Compensation is a mix of equity and modest cash (director retainer plus a small consulting fee); the stock option grant could modestly increase share-based dilution over time.
• Investors should view this as a governance and expertise update rather than a change in executive management or a financial results disclosure. A press release announcing the appointment was furnished as Exhibit 99.1 to the 8‑K.