Actuate Therapeutics Files S-1/A Amendment

TL;DR

Actuate Therapeutics filed an S-1/A, signaling progress on their public offering.

AI Summary

Actuate Therapeutics, Inc. filed an S-1/A amendment on July 19, 2024, for its registration statement. The company, formerly known as Apotheca Therapeutics, Inc. until September 11, 2015, is incorporated in Delaware and headquartered in Fort Worth, Texas. This filing relates to the company's public offering of securities.

Why It Matters

This S-1/A filing indicates Actuate Therapeutics is moving forward with its public offering, which could provide capital for its operations and development, potentially impacting its stock and the pharmaceutical sector.

Risk Assessment

Risk Level: medium — As a company undergoing a public offering, Actuate Therapeutics faces typical risks associated with market volatility, regulatory approvals, and the inherent uncertainties of the pharmaceutical industry.

Key Numbers

• 333-279734 — SEC File Number (Identifies the specific registration statement)
• 47-3044785 — IRS Employer Identification Number (Tax identification for the company)

Key Players & Entities

• ACTUATE THERAPEUTICS, INC. (company) — Registrant
• Apotheca Therapeutics, Inc. (company) — Former company name
• 20150911 (date) — Date of name change
• July 19, 2024 (date) — Filing date
• Fort Worth, Texas (location) — Principal executive offices
• 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

• tm247121-28_s1a.htm (S-1/A) — 3508KB
• tm247121d29_ex1-1.htm (EX-1.1) — 213KB
• tm247121d29_ex5-1.htm (EX-5.1) — 8KB
• tm247121d29_ex23-1.htm (EX-23.1) — 2KB
• tm247121d29_ex-filingfees.htm (EX-FILING FEES) — 18KB
• bc_1801part-4c.jpg (GRAPHIC) — 87KB
• bc_1801part2-4c.jpg (GRAPHIC) — 67KB
• bc_1801part3b-4c.jpg (GRAPHIC) — 50KB
• bc_1801part3b2-4c.jpg (GRAPHIC) — 57KB
• bc_8moverl-4c.jpg (GRAPHIC) — 84KB
• bc_alive-4c.jpg (GRAPHIC) — 71KB
• bc_overallsurvi-4c.jpg (GRAPHIC) — 80KB
• bc_partial-4c.jpg (GRAPHIC) — 65KB
• bc_stable-4c.jpg (GRAPHIC) — 66KB
• fc_clinistud-4c.jpg (GRAPHIC) — 87KB
• fc_multimoa-4c.jpg (GRAPHIC) — 90KB
• fc_tcellnk-4c.jpg (GRAPHIC) — 104KB
• lc_elraglarit-4clr.jpg (GRAPHIC) — 40KB
• lc_elrainje-4c.jpg (GRAPHIC) — 53KB
• lc_gnp-4c.jpg (GRAPHIC) — 77KB
• lg_actuatetherape-4clr.jpg (GRAPHIC) — 10KB
• ph_mri12week-bw.jpg (GRAPHIC) — 152KB
• tb_adverseevent-4c.jpg (GRAPHIC) — 111KB
• tb_anatomical-4c.jpg (GRAPHIC) — 33KB
• tb_demographics-4c.jpg (GRAPHIC) — 140KB
• tb_elraglusib-4c.jpg (GRAPHIC) — 109KB
• tb_general-4c.jpg (GRAPHIC) — 54KB
• tb_patients-4c.jpg (GRAPHIC) — 111KB
• tb_route-4c.jpg (GRAPHIC) — 21KB
• tm247121d29_ex5-1img001.jpg (GRAPHIC) — 13KB
• 0001104659-24-081008.txt ( ) — 6250KB

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 154

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 164 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 175 PRINCIPAL SECURITYHOLDERS 179

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 183 SHARES ELIGIBLE FOR FUTURE SALE 190 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS 193

UNDERWRITING

UNDERWRITING 197 LEGAL MATTERS 206 EXPERTS 206 WHERE YOU CAN FIND MORE INFORMATION 206 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