Actuate Therapeutics Files Q2 2024 10-Q

TL;DR

Actuate Therapeutics filed its Q2 10-Q, showing financial data up to June 30, 2024.

AI Summary

Actuate Therapeutics, Inc. filed its 10-Q for the period ending June 30, 2024. The company, formerly known as Apotheca Therapeutics, Inc., is in the pharmaceutical preparations industry. Key financial data points and balance sheet items from previous periods are referenced, including common stock, additional paid-in capital, and retained earnings for fiscal years ending December 31, 2022, 2023, and quarters ending March 31, 2024, and June 30, 2024.

Why It Matters

This filing provides a snapshot of Actuate Therapeutics' financial health and position as of mid-2024, crucial for investors assessing the company's stability and performance.

Risk Assessment

Risk Level: medium — As a pharmaceutical company, Actuate Therapeutics likely faces inherent risks related to drug development, regulatory approvals, and market competition, which are not detailed in this summary but are typical for the industry.

Key Numbers

• 20240630 — Reporting Period End (Quarterly financial data as of this date)
• 2023-12-31 — Fiscal Year End (Previous full fiscal year financial data)
• 2022-12-31 — Fiscal Year End (Prior fiscal year financial data)

Key Players & Entities

• ACTUATE THERAPEUTICS, INC. (company) — Filer
• Apotheca Therapeutics, Inc. (company) — Former company name
• 20240630 (date) — Reporting period end date
• 20240924 (date) — Filing date

FAQ

Key Financial Figures

• $0.000001 — ch registered Common Stock, par value $0.000001 per share ACTU The Nasdaq Stock Mar
• $0.56 — re, before the underwriters discount of $0.56 per share. Additionally, the underwrite
• $8.00 — nal 420,000 shares at the same price of $8.00 per share less the underwriters discoun

Filing Documents

• actuate_i10q-063024.htm (10-Q) — 1387KB
• actuate_ex1001.htm (EX-10.1) — 19KB
• actuate_ex3101.htm (EX-31.1) — 7KB
• actuate_ex3102.htm (EX-31.2) — 7KB
• actuate_ex3201.htm (EX-32.1) — 6KB
• 0001683168-24-006623.txt ( ) — 5602KB
• actu-20240630.xsd (EX-101.SCH) — 38KB
• actu-20240630_cal.xml (EX-101.CAL) — 41KB
• actu-20240630_def.xml (EX-101.DEF) — 176KB
• actu-20240630_lab.xml (EX-101.LAB) — 322KB
• actu-20240630_pre.xml (EX-101.PRE) — 296KB
• actuate_i10q-063024_htm.xml (XML) — 721KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 29

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 45

Controls and Procedures

Item 4. Controls and Procedures 45

OTHER INFORMATION

PART II. OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings 46

Risk Factors

Item 1A. Risk Factors 46

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 102

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 103

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 1 03

Other Information

Item 5. Other Information 103

Exhibits

Item 6. Exhibits 103

SIGNATURES

SIGNATURES 104 i Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to "Actuate," the "Company," "we," "us," and "our" refer to Actuate Therapeutics, Inc. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q ("Report" or Quarterly Report") contains forward-looking statements about us and our industry. In addition, from time to time, we or our representatives have made or will make forward-looking statements. The forward-looking statements involve substantial risks and uncertainties. All statements, other than statements related to present facts or current conditions or of historical facts, contained in this Report, including statements regarding our strategy, future operations, future financial position, future revenues, and projected costs, prospects, plans and objectives of management, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned clinical trials and preclinical studies for elraglusib and any future product candidates, the timing and likelihood of regulatory filings and approvals for elraglusib and any future product candidates, our ability to commercialize elraglusib and any future product candidates, if approved, the pricing and reimbursement of elraglusib and any future product candidates, if approved, the potential to develop future product candidates, the potential benefits of strategic collaborations and potential to enter into any future strategic arrangements, the timing and likelihood of success, plans and objectives of management for future operations, and future results of anticipated product development efforts, are

forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate,"

forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "ongoing," "plan," "potential," "predict," "project," "should," "target," "will," "would," or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking results to differ materially from those expressed in them. In addition, any forward-looking statements are qualified in their entirety by reference to the factors discussed under the heading "Risk Factors" in this Report. You should assume that the information appearing in this Report is accurate as of its date only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All written or oral forward-looking statements attributable to us or any person acting on our behalf made after the date of this Report are expressly qualified in their entirety by the risk factors and cautionary statements contained in this Report. Unless legally required, we do not undertake any obligation to release publicly any revisions to such forward-looking

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements Actuate Therapeutics, Inc. Condensed Consolidated Balance Sheets June 30, 2024 December 31, 2023 Unaudited ASSETS Current assets: Cash and cash equivalents $ 351,709 $ 2,958,659 Prepaid assets and other current assets 197,978 36,907 Total current assets 549,687 2,995,566 Deferred offering costs 1,181,139 – Total assets $ 1,730,826 $ 2,995,566 LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 5,893,034 $ 3,421,840 Accrued compensation 277,500 277,500 Accrued interest, current 70,097 – Other accrued expenses 6,932,367 3,221,254 Related party convertible notes payable at fair value 6,900,000 – Total current liabilities 20,072,998 6,920,594 Long term liabilities: Warrant liability 1,260,903 988,049 Accrued interest, less current portion 70,096 130,041 License payable 404,991 404,991 Total long-term liabilities 1,735,990 1,523,081 Total liabilities 21,808,988 8,443,675 Commitments and contingencies (Note 6) – – Redeemable convertible preferred stock $ 0.000001 par value, 33,463,018 shares authorized; 24,678,355 shares issued and outstanding; liquidation value of $ 124,891,347 and $ 121,033,336 as of June 30, 2024 and December 31, 2023, respectively. 94,178,404 94,178,404 Stockholders' deficit: Common stock: $ 0.000001 par value, 38,108,584 shares authorized; 1,690,760 shares issued and outstanding 2 2 Additional paid-in capital 5,706,231 5,468,006 Accumulated deficit ( 119,962,799 ) ( 105,094,521 ) Total stockholders' deficit ( 114,256,566 ) ( 99,626,513 ) Total liabilities, redeemable convertible preferred stock and stockholders' deficit $ 1,730,826 $ 2,995,566 See accompanying notes to unaudited condensed consolidated

financial statements

financial statements. 5 Actuate Therapeutics, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating expenses: Research and development $ 4,372,805 $ 4,777,242 $ 11,233,235 $ 9,300,999 General and administrative 1,062,644 807,177 1,975,468 1,581,976 Total operating expenses 5,435,449 5,584,419 13,208,703 10,882,975 Loss from operations ( 5,435,449 ) ( 5,584,419 ) ( 13,208,703 ) ( 10,882,975 ) Other income (expense): Change in estimated fair value of warrant liability ( 240,339 ) ( 50,194 ) ( 272,854 ) ( 45,090 ) Loss on issuance of related party convertible notes payable at fair value ( 200,000 ) – ( 400,000 ) – Change in estimated fair value of related party convertible notes payable ( 700,000 ) – ( 1,000,000 ) – Interest expense ( 5,076 ) ( 5,062 ) ( 10,152 ) ( 33,516 ) Interest income 8,645 115,389 23,431 167,040 Total other income (expense), net ( 1,136,770 ) 60,133 ( 1,659,575 ) 88,434 Net loss $ ( 6,572,219 ) $ ( 5,524,286 ) $ ( 14,868,278 ) $ ( 10,794,541 ) Weighted-average shares of common stock outstanding, basic and diluted 1,565,777 1,422,164 1,550,456 1,381,734 Net loss per share attributable to common stockholders, basic and diluted $ ( 4.20 ) $ ( 3.88 ) $ ( 9.59 ) $ ( 7.81 ) See accompanying notes to unaudited condensed consolidated financial statements. 6 Actuate Therapeutics, Inc. Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) For the Six Months Ended June 30, 2024 Redeemable Convertible Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders' Shares Amount Shares Amount Capital Deficit Deficit Balances, January 1, 2024 24,678,355 $ 94,178,404 1,690,760 $ 2 $ 5,468,006 $ ( 105,094,521 ) $ ( 99,626,513 ) Stock-based compensation exp

financial statements

financial statements. 7 Actuate Therapeutics, Inc. Condensed Consolidated Statement of Cash Flows (Unaudited) Six Months Ended June 30, 2024 2023 Operating Activities: Net loss $ ( 14,868,278 ) $ ( 10,794,541 ) Adjustment to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 238,225 146,262 Change in estimated fair value of warrant liability 272,854 45,090 Loss on issuance of related party convertible notes payable at fair value 400,000 – Change in estimated fair value of related party convertible notes payable 1,000,000 – Interest accrued on license payable 10,152 33,516 Changes in operating assets and liabilities: Prepaid assets and other current assets ( 161,071 ) 5,245 Accounts payable 2,412,458 206,823 Accrued compensation – ( 132,033 ) Other accrued expenses 2,774,440 14,566 Net cash used in operating activities ( 7,921,220 ) ( 10,475,072 ) Financing Activities: Proceeds from issuances of related party convertible notes payable 5,500,000 – Deferred offering costs ( 185,730 ) – Proceeds from issuances of redeemable convertible preferred stock, net – 4,134,516 Net cash provided by financing activities 5,314,270 4,134,516 Net change in cash and cash equivalents ( 2,606,950 ) ( 6,340,556 ) Cash and cash equivalents, beginning of period 2,958,659 20,449,310 Cash and cash equivalents, end of period $ 351,709 $ 14,108,754 Supplemental disclosure of cash flow information: Cash paid for interest $ – $ – Cash paid for income taxes $ – $ – Supplemental Schedule of Noncash Financing Activities: Deferred offering costs, unpaid and accrued $ 995,409 $ – Estimated fair market value of warrants issued to placement agent in connection with issuance of redeemable convertible preferred stock $ – $ 93,863 See accompanying notes to unaudited condensed consolidated financial statements. 8 Actuate Therapeutics, Inc. Notes

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