Actuate Therapeutics to be Acquired by 03 Life Sciences

TL;DR

Actuate Therapeutics is getting bought by 03 Life Sciences, deal expected to close Q2 2025.

AI Summary

Actuate Therapeutics, Inc. announced on February 7, 2025, that it has entered into a definitive agreement to be acquired by 03 Life Sciences. The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions. This acquisition marks a significant development for Actuate Therapeutics, which focuses on pharmaceutical preparations.

Why It Matters

This acquisition by 03 Life Sciences could lead to new developments or consolidation within the pharmaceutical preparations sector, potentially impacting Actuate Therapeutics' existing product pipeline and market position.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and the success of the integration and future performance of the combined entity are not guaranteed.

Key Players & Entities

• Actuate Therapeutics, Inc. (company) — Company filing the report and being acquired
• 03 Life Sciences (company) — Acquiring company
• February 7, 2025 (date) — Date of the report and announcement
• second quarter of 2025 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.000001 — ch registered Common Stock, par value $0.000001 per share ACTU The Nasdaq Stock Mar

Filing Documents

• actuate_8k.htm (8-K) — 30KB
• 0001683168-25-000826.txt ( ) — 202KB
• actu-20250207.xsd (EX-101.SCH) — 3KB
• actu-20250207_lab.xml (EX-101.LAB) — 33KB
• actu-20250207_pre.xml (EX-101.PRE) — 22KB
• actuate_8k_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. Other Events. Actuate Therapeutics, Inc. (the "Company") will host its first Annual Meeting of Stockholders ("Annual Meeting") virtually on May 22, 2025. The Company's Board of Directors also set a record date of March 25, 2025, entitling stockholders of record as of such date to notice of and to vote at the Annual Meeting. The Company will provide additional details regarding the matters to be voted on and instructions for accessing the Annual Meeting in the Company's proxy statement to be filed with the Securities and Exchange Commission prior to the Annual Meeting. Deadline for Rule 14a-8 Stockholder Proposals To be considered for inclusion in proxy materials for the Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 and intended to be presented at the Annual Meeting must be received by the Company at 1751 River Run, Suite 400, Fort Worth, Texas 76107 no later than the close of business on February 21, 2025. Any proposal received after such date will be considered untimely. All Rule 14a-8 proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the Company's proxy materials for the Annual Meeting. Advance Notice Deadline for Director Nominations and Other Stockholder Proposals The Amended and Restated Bylaws of the Company (the "Bylaws") include separate advance notice provisions applicable to stockholders seeking to bring nominations for directors or to bring proposals before an annual meeting of stockholders other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the Annual Meeting other than pursuant to Rule 14a-8 must provide the information set forth in the Byla

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Actuate Therapeutics, Inc. Date: February 7, 2025 By: /s/ Daniel M. Schmitt Name: Daniel M. Schmitt Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR