Business Context and Reporting Period
Company: Actuate Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 28, 2025
Reporting Period: Event date of November 28, 2025
Business Overview: The Company is an emerging growth company incorporated in Delaware, with principal executive offices in Fort Worth, Texas. Its common stock trades on The Nasdaq Stock Market LLC under the symbol "ACTU."
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The report focuses exclusively on a material definitive agreement regarding a potential equity offering.
Material Changes and Agreements
On November 28, 2025, the Company entered into an At the Market Issuance Sales Agreement (the "Agreement") with B. Riley Securities, Inc. and Craig-Hallum Capital Group LLC (collectively, the "Sales Agents"). Key terms include:
- Offering Capacity: The Company may offer and sell shares of common stock with an aggregate offering price of up to $100,000,000.
- Method of Sale: Sales will be made through an "at the market offering" under Rule 415(a)(4) of the Securities Act of 1933, utilizing an effective Registration Statement on Form S-3 (File No. 333-289988).
- Commission: The Company will pay the Sales Agents a commission of up to 3.0% of the gross sales proceeds.
- Discretion: The Company retains sole discretion regarding the timing, price, and size of any sales.
Guidance, Outlook, and Risks
Management Commentary: The filing does not provide specific guidance, outlook, or management commentary regarding future financial performance or operational milestones beyond the establishment of the sales facility.
Risks and Contingencies: The filing notes that the report does not constitute an offer to sell or a solicitation of an offer to buy securities in any state where such offer would be unlawful prior to registration or qualification. The agreement includes customary indemnification rights for the Sales Agents.
Investor Verification Checklist
- Verify the current market price of ACTU common stock to assess the potential dilution impact of a $100 million offering.
- Review the full text of the At the Market Issuance Sales Agreement (Exhibit 1.1) for specific termination rights or conditions.
- Confirm the status of the underlying Form S-3 Registration Statement (File No. 333-289988) filed on September 2, 2025.
- Monitor future filings for actual sales activity and the amount of proceeds raised under this agreement.