11/02/2026 | Press release | Distributed by Public on 11/02/2026 15:27
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FORM 4
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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 |
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| 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) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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THOMSON TODD S 9440 S. SANTA MONICA BLVD SUITE # 710 BEVERLY HILLS, CA 90210 |
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Kairos Venture Partners II, L.P. 9440 S. SANTA MONICA BLVD SUITE # 710 BEVERLY HILLS, CA 90210 |
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Kairos Venture Opportunities I, L.P. 9440 S. SANTA MONICA BLVD SUITE # 710 BEVERLY HILLS, CA 90210 |
X | |||
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Kairos SPV Fund LLC 9440 S. SANTA MONICA BLVD SUITE # 710 BEVERLY HILLS, CA 90210 |
X | |||
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Kairos-Actuate SPV, L.P. 9440 S. SANTA MONICA BLVD SUITE # 710 BEVERLY HILLS, CA 90210 |
X | |||
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Kairos Venture Investments, LLC 9440 S. SANTA MONICA BLVD SUITE # 710 BEVERLY HILLS, CA 90210 |
X | |||
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DEMETRIADES JAMES T 9440 S. SANTA MONICA BLVD SUITE # 710 BEVERLY HILLS, CA 90210 |
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| 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 |
| * | 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. |
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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. |
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