Actuate Therapeutics Enters Material Definitive Agreement

TL;DR

Actuate Therapeutics just signed a big deal, details to come.

AI Summary

Actuate Therapeutics, Inc. announced on September 10, 2025, that it has entered into a material definitive agreement. The company, formerly known as Apotheca Therapeutics, Inc. until September 11, 2015, is based in Fort Worth, Texas.

Why It Matters

This filing indicates a significant new contract or partnership for Actuate Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement is not specified, introducing uncertainty about its impact on the company.

Key Players & Entities

• Actuate Therapeutics, Inc. (company) — Registrant
• Apotheca Therapeutics, Inc. (company) — Former company name
• September 10, 2025 (date) — Date of earliest event reported
• September 11, 2015 (date) — Date of name change
• Fort Worth, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.000001 — ch registered Common Stock, par value $0.000001 per share ACTU The Nasdaq Stock Mar
• $7.00 — d to the public at an offering price of $7.00 per share. The Offering is expected to
• $15.0 m — ross proceeds from the Offering will be $15.0 million, before deducting underwriting di

Filing Documents

• actuate_8k.htm (8-K) — 34KB
• actuate_ex0101.htm (EX-1.1) — 232KB
• actuate_ex0501.htm (EX-5.1) — 6KB
• actuate_ex9901.htm (EX-99.1) — 10KB
• actuate_ex9902.htm (EX-99.2) — 9KB
• 0001683168-25-006831.txt ( ) — 522KB
• actu-20250910.xsd (EX-101.SCH) — 3KB
• actu-20250910_lab.xml (EX-101.LAB) — 33KB
• actu-20250910_pre.xml (EX-101.PRE) — 22KB
• actuate_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 10, 2025, Actuate Therapeutics, Inc. (the "Company") entered into an Underwriting Agreement (the "Agreement") with Lucid Capital Markets, LLC (the "Underwriter") relating to an underwritten offering (the "Offering") of 2,142,858 shares ("Shares") of common stock of the Company ("Common Stock"). Pursuant to the Agreement, the Company has granted the Underwriter a 30-day over-allotment option to purchase up to an additional 321,428 shares of Common Stock at the public offering price, less underwriting discounts and commissions. Each Share was offered and sold to the public at an offering price of $7.00 per share. The Offering is expected to close on September 11, 2025, subject to the satisfaction of customary closing conditions. The Company estimates that the gross proceeds from the Offering will be $15.0 million, before deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, and assuming no exercise of the Underwriter's over-allotment option. The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-289988) previously filed with the Securities and Exchange Commission on September 2, 2025 and declared effective by the SEC on September 8, 2025. A definitive prospectus supplement relating to the Offering has been filed with the Securities and Exchange Commission dated September 10 , 2025. The Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make because of any of those liabilities. In addition, pursuant to the terms of the Agreement, each of the

01 Other Events

Item 8.01 Other Events. The Company issued press releases announcing the launch and pricing of the Offering on September 9, 2025 and September 10, 2025, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed with this report: Exhibit Number Exhibit Description 1.1 Underwriting Agreement dated as of September 10 , 2025 between the Company and Lucid Capital Markets, LLC 5.1 Opinion of Greenberg Traurig, LLP 23.1 Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 ) 99.1 Press Release dated September 9, 2025 regarding the launch of the offering of Common Stock 99.2 Press Release dated September 10 , 2025 regarding the pricing of the offering of Common Stock 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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. Dated: September 10, 2025 /s/ Daniel M. Schmitt Daniel M. Schmitt Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR