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On June 25, 2025, Actuate Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") for a private placement (the "Private Placement") with certain institutional and accredited investors (each, a "Purchaser" and collectively, the "Purchasers").
Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Purchasers an aggregate of (i) 666,497 shares (the "Shares") of the Company's common stock, par value $0.000001 per share (the "Common Stock"), at a purchase price of $7.00 per share, and (ii) warrants (the "Warrants") to purchase up to an aggregate of 666,497 shares of Common Stock (the "Warrant Shares") with an exercise price of $7.00 per Warrant. The Warrants will be exercisable on a cash only basis at any time after the date of issuance and expire 20 days following the Milestone Date (as defined below) for additional proceeds to the Company of up to approximately $4.7 million if all Warrants are exercised in full. The "Milestone Date" is 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 Company of its determination as to whether the Company may pursue registration for elraglusib using Phase 2 or Phase 3 clinical data. Bios 2024 Co-Invest, LP, which is a current stockholder of the Company and, together with its affiliates following the closing of the Private Placement and including the Warrants and other rights to acquire Common Stock, is deemed to beneficially own approximately 49.9% of the Company's Common Stock, agreed to be a Purchaser of 71,428 shares and Warrants to purchase 71,428 shares in the Private Placement for an aggregate purchase price of $499,996. Dr. Aaron G.L. Fletcher, who is the Founder and President of Bios Research, is the Chairman of the Company's Board of Directors.
The Private Placement is expected to close on or before June 30, 2025, subject to customary closing conditions. The Company anticipates the gross proceeds from the Private Placement to be approximately $4.7 million, before deducting fees and offering expenses. The Company intends to use the net proceeds from this proposed financing for working capital and general corporate purposes.
Posted In: ACTU
