ACTUATE THERAPEUTICS, INC. (ACTU) Form S-1/A — Oct 19, 2026
Actuate Therapeutics filed an S-1/A for a public offering of 40,000,000 shares with warrants to purchase 20,000,000 more shares, plus pre-funded warrants on 40,000,000 shares, at an assumed $1.00 combined price per two shares and one warrant. That is double the October 15, 2026 last sale price of $0.50, and the offering could more than triple shares outstanding from 24,013,577 to 64,013,577 assuming full pre-funded warrant exercise. The raise is critical: the company had only $4.4 million in cash at June 30, 2026, has no product revenue, and states it will need additional financing to execute its plan.
Key figures
- Cash Position
- $4,425,841 as of June 30, 2026
- Gross Proceeds
- 0
- Offering Price
- $1.00 per two shares plus one warrant (assumed; $0.50 per share, 2x the Oct 15, 2026 last sale of $0.50)
- Shares Offered
- 40000000
- Shares Outstanding
- 24,013,577 as of June 30, 2026; 64,013,577 after offering assuming full pre-funded warrant exercise
- Over allotment
- 6,000,000 additional shares and 3,000,000 warrants, 45-day option
- Last sale price
- $0.50 on October 15, 2026
- Working capital
- $942,745 as of June 30, 2026
- Patients treated
- over 500
- Phase2 m PDAC m OS
- 10.1 months vs 7.2 months control (p=0.02, HR=0.62)
- Purchase warrants
- 20,000,000 warrants to purchase 20,000,000 shares, 5-year term, exercise price TBD
- Dilution per share
- $0.20 at assumed $0.50 price
- Pre funded warrants
- 40,000,000 shares, exercise price $0.0001
- Underwriting discount
- 7%
- Atm remaining capacity
- $98.7 million as of June 30, 2026
- Nasdaq mvls deficiency
- Below $50M minimum; compliance deadline January 11, 2027
- Phase2 12month survival
- 44.4% vs 22.3%
- Phase2 24month survival
- 12.9% vs 2.6%
- Two year insider lockup
- Bios Entities and Kairos Entities (~50% of shares outstanding) locked up 2 years; receiving warrants for 3,000,000 and 700,000 shares at 150% of offering price
- Estimated offering expenses
- $268,516
- Net tangible book value per share
- $0.04 pre-offering; $0.30 adjusted
- Committed equity facility remaining
- 3,364,407 shares
AI analysis
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