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Actuate Therapeutics Inc.

11/02/2026 | Press release | Distributed by Public on 11/02/2026 15:27

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
THOMSON TODD S
2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ACTU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9440 S. SANTA MONICA BLVD, SUITE # 710
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026
(Street)
BEVERLY HILLS, CA 90210
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $0.5325 10/28/2026 A 269,017 (4) (4) Common Stock 269,017 (3) 269,017 I By Kairos Venture Partners II, LP(1)(2)
Warrants (right to buy) $0.5325 10/28/2026 A 259,572 (4) (4) Common Stock 259,572 (3) 259,572 I By Kairos Venture Opportunities I, L.P.(1)(2)
Warrants (right to buy) $0.5325 10/28/2026 A 75,738 (4) (4) Common Stock 75,738 (3) 75,738 I By Kairos-Actuate SPV, L.P.(1)(2)
Warrants (right to buy) $0.5325 10/28/2026 A 95,673 (4) (4) Common Stock 95,673 (3) 95,673 I By Kairos SPV Fund, LLC(1)(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THOMSON TODD S
9440 S. SANTA MONICA BLVD
SUITE # 710
BEVERLY HILLS, CA 90210
X
Kairos Venture Partners II, L.P.
9440 S. SANTA MONICA BLVD
SUITE # 710
BEVERLY HILLS, CA 90210
X
Kairos Venture Opportunities I, L.P.
9440 S. SANTA MONICA BLVD
SUITE # 710
BEVERLY HILLS, CA 90210
X
Kairos SPV Fund LLC
9440 S. SANTA MONICA BLVD
SUITE # 710
BEVERLY HILLS, CA 90210
X
Kairos-Actuate SPV, L.P.
9440 S. SANTA MONICA BLVD
SUITE # 710
BEVERLY HILLS, CA 90210
X
Kairos Venture Investments, LLC
9440 S. SANTA MONICA BLVD
SUITE # 710
BEVERLY HILLS, CA 90210
X
DEMETRIADES JAMES T
9440 S. SANTA MONICA BLVD
SUITE # 710
BEVERLY HILLS, CA 90210
X

Signatures

TODD THOMSON, Name: /s/ Todd Thomson 11/02/2026
**Signature of Reporting Person Date
KAIROS VENTURE PARTNERS II, L.P., Name: /s/ James T Demetriades, Title: Authorized Signatory 11/02/2026
**Signature of Reporting Person Date
KAIROS VENTURE OPPORTUNITIES I, LP, Name: /s/ James T Demetriades, Title: Authorized Signatory 11/02/2026
**Signature of Reporting Person Date
KAIROS SPV FUND, LLC, Name: /s/ James T Demetriades, Title: Authorized Signatory 11/02/2026
**Signature of Reporting Person Date
KAIROS-ACTUATE SPV, L.P., Name: /s/ James T Demetriades, Title: Authorized Signatory 11/02/2026
**Signature of Reporting Person Date
KAIROS VENTURE INVESTMENT, LLC, Name: /s/ James T Demetriades, Title: Authorized Signatory 11/02/2026
**Signature of Reporting Person Date
JAMES DEMETRIADES, Name: /s/ James Demetriades 11/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI.
(2) Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(3) In consideration for an agreement between Actuate and the Kairos Funds pursuant to which the Kairos Funds agreed, subject to certain limited exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Actuate's common stock beneficially owned by them or any securities convertible into or exercisable or exchangeable for shares of Actuate's common stock for a period of two years from the close of Actuate's public offering of shares of common stock (the "Offering") on October 28, 2026, Actuate agreed to issue warrants to purchase 700,000 shares of Actuate's common stock in the aggregate (the "Warrants") to the Kairos Funds in the amounts reported herein subject to the closing of the Offering.
(4) The Warrants were immediately exercisable upon issuance and expire five years after the closing of the Offering.

Remarks:
Todd Thomson serves as CFO/COO of Kairos Venture Investments, LLC and is a director on the board of directors of Actuate Therapeutics, Inc. ("Actuate"). Due to their relationship with Todd Thomson, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons other than Todd Thomson are deemed to be directors by deputization of Actuate.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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