BIOS Group Discloses Stake in Actuate Therapeutics

TL;DR

**BIOS Group now holds significant stake in ACTU. Watch for potential activism.**

AI Summary

On August 19, 2024, a group including Aaron Glenn, Louis Fletcher, and various BIOS entities filed a SC 13D, indicating a change in their beneficial ownership of Actuate Therapeutics, Inc. The filing details a group of related entities and individuals who collectively hold a significant stake in the company, with BIOS Fund I, LP being a key filer.

Why It Matters

This filing signals a significant shift in the ownership structure of Actuate Therapeutics, Inc., potentially impacting its strategic direction and future corporate actions.

Risk Assessment

Risk Level: medium — The filing indicates a coordinated group's increased stake, which could lead to activist investor behavior or strategic changes.

Key Players & Entities

• Aaron Glenn (person) — Group Member
• Louis Fletcher (person) — Group Member
• BIOS 2024 CO-INVEST, LP (company) — Group Member
• BIOS ACTUATE CO-INVEST I, LP (company) — Group Member
• BIOS ACTUATE CO-INVEST II, LP (company) — Group Member
• BIOS ACTUATE CO-INVEST III, LP (company) — Group Member
• BIOS ADVISORS GP, LLC (company) — Group Member
• BIOS CAPITAL MANAGEMENT, LP (company) — Group Member
• BIOS CLINICAL OPPORTUNITY FUND, LP (company) — Group Member
• BIOS EQUITY COF, LP (company) — Group Member

FAQ

Key Financial Figures

• $0.000001 — ame of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securiti

Filing Documents

• tm2421972d1_sc13d.htm (SC 13D) — 563KB
• tm2421972d1_ex1.htm (EX-1) — 180KB
• 0001104659-24-090990.txt ( ) — 745KB

From the Filing

SC 13D 1 tm2421972d1_sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Actuate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 005083100 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texas 76107 Tel: (817) 984-9197 Polsinelli PC 2950 N. Harwood Street, Suite 2100 Dallas, Texas 75201 Attn: Rick Jordan Tel: (214) 397-0030 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No: 005083100 Page 2 of 43Pages 1 NAME OF REPORTING PERSONS BIOS FUND I, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER 525,797 (1) 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 525,797 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 525,797 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% (2) 14 TYPE OF REPORTING PERSON PN (1) Consists of 525,797 shares of common stock of the Issuer, par value $0.000001 per share (“Shares”), directly held by Bios Fund I, LP (“Bios Fund I”) as of the date hereof. (2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the prospectus filed by the Issuer pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on August 13, 2024 (the “Prospectus”) (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its initial public offering (“IPO”), as disclosed in the Issuer’s Current Report on Form 8-K filed on August 14, 2024 (the “Form 8-K”). CUSIP No: 005083100 Page 3 of 43Pages 1 NAME OF REPORTING PERSONS BIOS FUND I QP, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, UNITED STATES NUMBER OF UNITS BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER 307,538 (1) 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 307,538 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 307,538 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% (2) 14 TYPE OF REPORTING PERSON PN (1) Consists of 307,538 Shares, directly held by Bios Fund I QP, LP (“Bios Fund I QP”) as of the date hereof. (2) Based on 19,111,636 Shares, which includes (i) 16,311,636 Shares outstanding as of March 31, 2024, as reported in the Prospectus (after giving effect to the reverse stock split and the automatic conversion of shares of redeemable convertible preferred stock, convertible notes and warrants, as disclosed in the Prospectus), and (ii) 2,800,000 Shares issued by the Issuer during its IPO, as disclosed in the Form 8-K. CUSIP No: 005083100 Page 4 of 43Pages 1 NAME OF REPORTING PERSONS BP DIRECTORS, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

View Full Filing

View this SC 13D filing on SEC EDGAR