Actuate Therapeutics Files S-1/A for IPO

TL;DR

Actuate Therapeutics (fka Apotheca) filed an S-1/A for its IPO. Get ready for a new biotech listing.

AI Summary

Actuate Therapeutics, Inc. filed an S-1/A amendment on June 21, 2024, for its initial public offering. The company, formerly known as Apotheca Therapeutics, Inc. until September 11, 2015, is incorporated in Delaware and headquartered in Fort Worth, Texas. The filing details its business operations and financial structure as it prepares to become a publicly traded entity.

Why It Matters

This S-1/A filing provides crucial details for potential investors about Actuate Therapeutics' business, financials, and risks as it moves towards becoming a publicly traded company.

Risk Assessment

Risk Level: medium — As a pre-IPO company, Actuate Therapeutics likely faces significant risks related to market acceptance, regulatory hurdles, and financial viability typical of early-stage biopharmaceutical firms.

Key Numbers

• 333-279734 — SEC File Number (Identifies this specific registration filing with the SEC.)
• 47-3044785 — IRS Employer Identification Number (Tax identification number for the company.)

Key Players & Entities

• ACTUATE THERAPEUTICS, INC. (company) — Registrant
• Apotheca Therapeutics, Inc. (company) — Former company name
• 20150911 (date) — Date of name change
• June 21, 2024 (date) — Filing date
• Fort Worth, Texas (location) — Principal executive offices location
• Daniel Schmitt (person) — President and Chief Executive Officer

FAQ

Key Financial Figures

• $8.00 — r share of common stock will be between $8.00 and $10.00. Prior to this offering, t
• $10.00 — common stock will be between $8.00 and $10.00. Prior to this offering, there has be
• $1.0 billion — roducts and executed over approximately $1.0 billion in milestone value through licensing, a

Filing Documents

• tm247121-19_s1a.htm (S-1/A) — 3491KB
• tm247121d20_ex1-1.htm (EX-1.1) — 216KB
• tm247121d19_ex10-3.htm (EX-10.3) — 20KB
• tm247121d19_ex23-1.htm (EX-23.1) — 2KB
• lg_actuatetherape-4clr.jpg (GRAPHIC) — 10KB
• fc_multimoa-4c.jpg (GRAPHIC) — 92KB
• lc_elraglarit-4clr.jpg (GRAPHIC) — 40KB
• tb_route-4c.jpg (GRAPHIC) — 21KB
• fc_tcellnk-4c.jpg (GRAPHIC) — 104KB
• fc_clinistud-4c.jpg (GRAPHIC) — 87KB
• bc_1801part-4c.jpg (GRAPHIC) — 87KB
• bc_overallsurvi-4c.jpg (GRAPHIC) — 80KB
• tb_adverseevent-4c.jpg (GRAPHIC) — 111KB
• bc_1801part2-4c.jpg (GRAPHIC) — 67KB
• ph_mri12week-bw.jpg (GRAPHIC) — 152KB
• lc_elrainje-4c.jpg (GRAPHIC) — 53KB
• bc_8moverl-4c.jpg (GRAPHIC) — 84KB
• lc_gnp-4c.jpg (GRAPHIC) — 77KB
• bc_1801part3b-4c.jpg (GRAPHIC) — 50KB
• bc_1801part3b2-4c.jpg (GRAPHIC) — 57KB
• tb_elraglusib-4c.jpg (GRAPHIC) — 109KB
• tb_patients-4c.jpg (GRAPHIC) — 111KB
• 0001104659-24-073848.txt ( ) — 5629KB

RISK FACTORS

RISK FACTORS 14 INDUSTRY AND MARKET DATA 72

USE OF PROCEEDS

USE OF PROCEEDS 73 DIVIDEND POLICY 75 CAPITALIZATION 76

DILUTION

DILUTION 79 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 82

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 83

BUSINESS

BUSINESS 100 MANAGEMENT 150

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 160 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 171 PRINCIPAL SECURITYHOLDERS 175

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 179 SHARES ELIGIBLE FOR FUTURE SALE 186 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS 189

UNDERWRITING

UNDERWRITING 193 LEGAL MATTERS 202 EXPERTS 202 WHERE YOU CAN FIND MORE INFORMATION 202 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with different information and, if provided, such information or representations must not be relied upon as having been authorized by us or the underwriters. This prospectus shall not constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. You should read this prospectus together with the additional information described below under the heading "Where You Can Find More Information." We may also provide a prospectus supplement or post-effective amendment to the Registration Statement to add information to, or update or change information contained in, this prospectus. The information contained in this prospectus, or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus does not contain all of the information included in the Registration Statement. For a more complete understanding of the offering of the securities, you should refer to the Registration Statement, including its exhibits. This prospectus includes our trademarks, and trade names, including but not limited to Actuate and Actuate Therapeutics, which are protected under applicable intellectual property laws. This prospectus also may contain trademarks, service marks, trade names, and copyrights of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names, and copyrights referred to in this prospectus are li

View Full Filing

View this S-1/A filing on SEC EDGAR