ACTUATE THERAPEUTICS, INC. (ACTU) Form S-1/A — Oct 14, 2026
Actuate Therapeutics filed an S-1/A for a public offering of 65,000,000 shares at an assumed price of $0.6437 (the October 12, 2026 close), underwritten by Konik Capital Partners / T.R. Winston, with a 45-day option for up to 9,750,000 additional shares. The offering would expand shares outstanding from 24,013,577 to 89,013,577 (98,763,577 with over-allotment), implying roughly 73%+ dilution before warrant overhangs. Major holders Bios Entities and Kairos Entities (together ~50% of shares outstanding) agreed to two-year lockups in exchange for warrants on 3,000,000 and 700,000 shares at 150% of the offering price; the underwriter receives warrants on 3.5% of shares sold at 125% of price.
Key figures
- Cash Position
- 4425841
- Gross Proceeds
- approximately $41.8 million at assumed price (65,000,000 x $0.6437); final proceeds blank in prospectus
- Offering Price
- $0.6437 (assumed; last reported Nasdaq sale price on October 12, 2026)
- Shares Offered
- 65000000
- Shares Outstanding
- 24,013,577 as of June 30, 2026; 89,013,577 after offering (98,763,577 with over-allotment)
- Working Capital
- $942,745 as of June 30, 2026
- Dilution Per Share
- $0.1937
- Lockup Company Days
- 120
- Insider Lockup Years
- 2
- Over Allotment Shares
- 9750000
- Atm Remaining Capacity
- approximately $98.7 million under $100 million ATM Facility
- Underwriting Discount
- 7%
- Nasdaq MVLSCompliance Date
- January 11, 2027
- B Riley Committed Equity Facility Remaining Shares
- 3364407
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