Actuate Therapeutics Files 8-K
Ticker: ACTU · Form: 8-K · Filed: Nov 28, 2025 · CIK: 1652935
| Field | Detail |
|---|---|
| Company | Actuate Therapeutics, Inc. (ACTU) |
| Form Type | 8-K |
| Filed Date | Nov 28, 2025 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.000001, $100,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, corporate-disclosure
TL;DR
Actuate Therapeutics filed an 8-K on Nov 28, 2025, for a material agreement.
AI Summary
Actuate Therapeutics, Inc. filed an 8-K on November 28, 2025, reporting an entry into a material definitive agreement and related financial statements/exhibits. The company, formerly known as Apotheca Therapeutics, Inc. until September 11, 2015, is incorporated in Delaware and headquartered in Fort Worth, Texas.
Why It Matters
This filing indicates a significant corporate event or agreement for Actuate Therapeutics, Inc., requiring disclosure to investors.
Risk Assessment
Risk Level: low — The filing is a standard corporate disclosure and does not inherently present new risks.
Key Players & Entities
- Actuate Therapeutics, Inc. (company) — Registrant
- November 28, 2025 (date) — Report Date
- Apotheca Therapeutics, Inc. (company) — Former Company Name
- September 11, 2015 (date) — Date of Name Change
- Fort Worth, Texas (location) — Principal Executive Offices
FAQ
What is the specific nature of the material definitive agreement?
The filing does not specify the details of the material definitive agreement, only that one was entered into.
When was Actuate Therapeutics, Inc. previously known by another name?
Actuate Therapeutics, Inc. was formerly known as Apotheca Therapeutics, Inc. until September 11, 2015.
What is the primary business of Actuate Therapeutics, Inc.?
Actuate Therapeutics, Inc. is in the Pharmaceutical Preparations industry (SIC code 2834).
Where are Actuate Therapeutics, Inc.'s principal executive offices located?
The principal executive offices are located at 1751 River Run, Suite 400, Fort Worth, Texas 76107.
What is the Commission File Number for Actuate Therapeutics, Inc.?
The Commission File Number for Actuate Therapeutics, Inc. is 001-42139.
Filing Stats: 837 words · 3 min read · ~3 pages · Grade level 12.5 · Accepted 2025-11-28 17:21:45
Key Financial Figures
- $0.000001 — ch registered Common Stock, par value $0.000001 per share ACTU The Nasdaq Stock Mar
- $100,000,000 — ng an aggregate offering price of up to $100,000,000. Pursuant to the Agreement, sales of t
Filing Documents
- actuate_8k.htm (8-K) — 32KB
- actuate_ex0101.htm (EX-1.1) — 322KB
- actuate_ex0501.htm (EX-5.1) — 8KB
- 0001683168-25-008732.txt ( ) — 601KB
- actu-20251128.xsd (EX-101.SCH) — 3KB
- actu-20251128_lab.xml (EX-101.LAB) — 33KB
- actu-20251128_pre.xml (EX-101.PRE) — 22KB
- actuate_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. On November 28, 2025, Actuate Therapeutics, Inc. (the "Company") entered into an At the Market Issuance Sales Agreement (the "Agreement") with B. Riley Securities, Inc. and Craig-Hallum Capital Group LLC (each a "Sales Agent" and collectively the "Sales Agents") under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, $0.000001 par value per share ("Common Stock"), to or through the Sales Agents, as its agents, having an aggregate offering price of up to $100,000,000. Pursuant to the Agreement, sales of the Common Stock, if any, will be made under the Company's effective Registration Statement on Form S-3 (File No. 333-289988), previously filed with the Securities and Exchange Commission on September 2, 2025, and the prospectus supplement relating to this offering, filed on November 28, 2025, by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated and block transactions. The Sales Agents will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Sales Agents a commission of up to 3.0% of the gross sales proceeds of any Common Stock sold through the Sales Agents under the Agreement, and also has provided the Sales Agents with customary indemnification rights. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the legal opinion and consent of Greenberg Traurig, LLP relating to the shares is attached hereto as Exhibit 5.1. T
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 Method of Filing 1.1 At the Market Issuance Sales Agreement dated as of November 28, 2025 between the Company, on the one hand, and B. Riley Securities, Inc. and Craig-Hallum Capital Group LLC, on the other Filed electronically herewith 5.1 Opinion of Greenberg Traurig, LLP Filed electronically herewith 23.1 Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 ) Filed electronically herewith 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: November 28, 2025 /s/ Daniel M. Schmitt Daniel M. Schmitt Chief Executive Officer 3