Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Actuate Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.000001 per share (Title of Class of Securities) |
005083100 (CUSIP Number) |
Bios Equity Partners, LP 1751 River Run, Suite 400, Fort Worth, TX, 76107 (817) 984-9197 Rick Jordan; Polsinelli PC 4020 Maple Avenue, Suite 300, Dallas, TX, 75219 (214) 397-0030 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS FUND I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
525,797.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of shares of common stock, par value $0.000001 per share ("Shares") directly held by Bios Fund I, LP ("Bios Fund I"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS FUND I QP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
307,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Fund I QP, LP ("Bios Fund I QP"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS FUND II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
308,211.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 300,143 Shares, and (ii) 8,068 Shares issuable upon the exercise of warrants, directly held by Bios Fund II, LP ("Bios Fund II"). Percentage based on 20,461,954 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 8,068 Shares issuable upon the exercise of warrants held by Bios Fund II.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS FUND II QP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,006,788.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 980,433 Shares, and (ii) 26,355 Shares issuable upon the exercise of warrants, directly held by Bios Fund II QP, LP ("Bios Fund II QP"). Percentage based on 20,480,241 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 26,355 Shares issuable upon the exercise of warrants held by Bios Fund II QP.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS FUND II NT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
134,776.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 131,248 Shares, and (ii) 3,528 Shares issuable upon the exercise of warrants, directly held by Bios Fund II NT, LP ("Bios Fund II NT"). Percentage based on 20,457,414 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 3,528 Shares issuable upon the exercise of warrants held by Bios Fund II NT.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS FUND III, LP | ||||||||
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
383,791.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Fund III, LP ("Bios Fund III"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS FUND III QP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,506,667.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Fund III QP, LP ("Bios Fund III QP"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS FUND III NT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
404,814.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Fund III NT, LP ("Bios Fund III NT"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BP DIRECTORS, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,801.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 84,971 Shares, and (ii) 31,884 Shares issuable upon the exercise of stock options, directly held by BP Directors, LP ("BP Directors"). Percentage based on 20,485,770 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 31,884 Shares issuable upon the exercise of stock options held by BP Directors.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS ACTUATE CO-INVEST I, LP | ||||||||
| 2 | Check th
e appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
300,749.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS ACTUATE CO-INVEST II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,094,650.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS ACTUATE CO-INVEST III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
573,394.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS CLINICAL OPPORTUNITY FUND, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,259,427.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of Shares directly held by Bios Clinical Opportunity Fund, LP ("Bios Clinical Opportunity Fund"). Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS 2024 CO-INVEST, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
267,856.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 196,428 Shares, and (ii) 71,428 Shares issuable upon the exercise of warrants, directly held by Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest"). Percentage based on 20,525,314 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 71,428 Shares issuable upon the exercise of warrants held by Bios 2024 Co-Invest.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS EQUITY PARTNERS, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
950,136.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP and (iii) 84,917 Shares directly held by BP Directors, in each case (i-iii), as of the date hereof, and (iv) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors. Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. In its capacity as the general partner of these entities, Bios Equity I may be deemed to have shared voting and/or dispositive power with respect to securities directly held by these entities. Percentage based on 20,485,770 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 31,884 Shares issuable upon the exercise of stock options held by BP Directors.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS EQUITY PARTNERS II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,750,524.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 300,143 Shares directly held by Bios Fund II, (ii) 980,433 Shares directly held by Bios Fund II QP, (iii) 131,248 Shares directly held by Bios Fund II NT, (iv) 300,749 Shares directly held by Bios Actuate Co-Invest I, in each case (i-iv), as of the date hereof, (v) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (vi) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (vii) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (v-vii), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. In its capacity as the general partner of these entities, Bios Equity II may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities. Percentage based on 20,491,837 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 37,951 Shares issuable upon the exercise of warrants held collectively by Bios Fund II, Bios Fund II QP, and Bios Fund II NT.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS EQUITY PARTNERS III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,963,316.00 | ||||||||
| 12 | Check if the aggregate amount
in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 383,791 outstanding Shares directly held by Bios Fund III, (ii) 2,506,667 outstanding Shares directly held by Bios Fund III QP, (iii) 404,814 outstanding Shares directly held by Bios Fund III NT, (iv) 2,094,650 outstanding Shares directly held by held by Bios Actuate Co-Invest II and (v) 573,394 outstanding Shares directly held by held by Bios Actuate Co-Invest III, in each case, as of the date hereof. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. In its capacity as the general partner of these entities, Bios Equity III may be deemed to have shared voting and/or dispositive power with respect to securities directly held by these entities. Percentage based on 20,453,886 outstanding Shares as of June 27, 2025, provided by Issuer.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS EQUITY COF, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,527,283.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 1,259,427 Shares directly held by Bios Clinical Opportunity Fund, (ii) 196,428 Shares directly held by Bios 2024 Co-Invest, in each case, as of the date hereof and (iii) 71,428 Shares issuable upon exercise of warrants held by Bios 2024 Co-Invest. Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest. In its capacity as the general partner of these entities, Bios Equity COF may be deemed to have shared voting and/or dispositive power with respect to securities directly held by these entities. Percentage based on 20,525,314 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 71,428 Shares issuable upon the exercise of warrants held by Bios 2024 Co-Invest.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
CAVU MANAGEMENT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,663,976.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, in each case (i-xii), as of the date hereof, (xiii) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xiv) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xv) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xvi) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xiii-xvi), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Cavu Management, LP ("Cavu Management") is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. In its capacity as a general partner of Bios Equity I, Bios Equity II and Bios Equity III, Cavu Management may be deemed to have shared voting and/or dispositive power with respect to securities directly held by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III (collectively, the "Bios Equity Entities"). Percentage based on 20,523,721 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 37,951 Shares issuable upon the exercise of warrants held collectively by Bios Fund II, Bios Fund II QP, and Bios Fund II NT plus (iii) 31,884 Shares issuable upon exercise of stock options held by BP Directors.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS CAPITAL MANAGEMENT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,191,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, (xiii) 1,259,427 Shares directly held by Bios Clinical Opportunity Fund, (xiv) 196,428 Shares directly held by Bios 2024 Co-Invest, in each case (i-xiv), as of the date hereof, (xv) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xvi) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xvii) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP, (xviii) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT and (xix) 71,428 Shares issuable upon exercise of warrants directly held by Bios 2024 Co-Invest, in each case (xv-xix), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Bios Equity COF is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest. Bios Capital Management, LP ("Bios Management") is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. In its capacity as a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF Bios Management may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 20,595,149 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 109,379 Shares issuable upon the exercise of warrants held collectively by Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios 2024 Co-Invest plus (iii) 31,884 Shares issuable upon exercise of stock options held by BP Directors.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
CAVU ADVISORS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,663,976.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, in each case (i-xii), as of the date hereof, (xiii) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xiv) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xv) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xvi) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xiii-xvi), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Cavu Management is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors, LLC ("Cavu Advisors") is the general partner of Cavu Management, and therefore may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 20,523,721 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 37,951 Shares issuable upon the exercise of warrants held collectively by Bios Fund II, Bios Fund II QP, and Bios Fund II NT plus (iii) 31,884 Shares issuable upon exercise of stock options held by BP Directors.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
BIOS ADVISORS GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,191,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, (xiii) 1,259,427 Shares directly held by Bios Clinical Opportunity Fund, (xiv) 196,428 Shares directly held by Bios 2024 Co-Invest, in each case (i-xiv), as of the date hereof, (xv) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xvi) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xvii) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP, (xviii) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT and (xix) 71,428 Shares issuable upon exercise of warrants directly held by Bios 2024 Co-Invest, in each case (xv-xix), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Bios Equity COF is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest. Bios Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management, and therefore, may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 20,595,149 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 109,379 Shares issuable upon the exercise of warrants held collectively by Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios 2024 Co-Invest plus (iii) 31,884 Shares issuable upon exercise of stock options held by BP Directors.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
LESLIE W. KREIS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,733,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Sole voting and dispositive power consists of Shares directly held by Circle K, Invesco, LP ("Circle K"), over which Mr. Kreis has sole voting and investment control. Circle K is wholly owned by Mr. Kreis. Shared voting and dispositive power consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, in each case (i-xii), as of the date hereof, (xiii) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xiv) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xv) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP and (xvi) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT, in each case (xiii-xvi), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Cavu Management is a general partner of Bios Equity I, Bios Equity II and Bios Equity III. Cavu Advisors, an entity controlled by Mr. Kreis, is the general partner of Cavu Management. As the manager of Cavu Advisors, Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 20,523,721 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 37,951 Shares issuable upon the exercise of warrants held collectively by Bios Fund II, Bios Fund II QP, and Bios Fund II NT plus (iii) 31,884 Shares issuable upon exercise of stock options held by BP Directors.
SCHEDULE 13D
|
| CUSIP No. | 005083100 |
| 1 |
Name of reporting person
AARON G.L. FLETCHER | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,267,232.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Excludes (i) 8,056 Shares directly held by KF Legacy Trust U/A/D December 7, 2016, which has an independent trustee, and (ii) 8,056 Shares directly held by KF Legacy Trust U/A/D December 7, 2016, which has an independent trustee. Dr. Fletcher disclaims beneficial ownership of the shares held by each of the KF Legacy Trust U/A/D December 7, 2016 and the MF Legacy Trust U/A/D December 7, 2016, which are trusts for the benefit of his children, other than to the extent he may have a pecuniary interest therein. Sole voting and dispositive power consists of (i) 60,973 Shares and (ii) 15,000 Shares issuable upon exercise of stock options directly held by Dr. Fletcher. Shared voting and dispositive power consists of (i) 525,797 Shares directly held by Bios Fund I, (ii) 307,538 Shares directly held by Bios Fund I QP, (iii) 84,917 Shares directly held by BP Directors (iv) 300,143 Shares directly held by Bios Fund II, (v) 980,433 Shares directly held by Bios Fund II QP, (vi) 131,248 Shares directly held by Bios Fund II NT, (vii) 300,749 Shares directly held by Bios Actuate Co-Invest I, (viii) 383,791 Shares directly held by Bios Fund III, (ix) 2,506,667 Shares directly held by Bios Fund III QP, (x) 404,814 Shares directly held by Bios Fund III NT, (xi) 2,094,650 Shares directly held by Bios Actuate Co-Invest II, (xii) 573,394 Shares directly held by Bios Actuate Co-Invest III, (xiii) 1,259,427 Shares directly held by Bios Clinical Opportunity Fund, (xiv) 196,428 Shares directly held by Bios 2024 Co-Invest, in each case (i-xiv), as of the date hereof, (xv) 31,884 Shares issuable upon exercise of stock options, directly held by BP Directors, (xvi) 8,068 Shares issuable upon exercise of warrants directly held by Bios Fund II, (xvii) 26,355 Shares issuable upon exercise of warrants directly held by Bios Fund II QP, (xviii) 3,528 Shares issuable upon exercise of warrants directly held by Bios Fund II NT and (xix) 71,428 Shares issuable upon exercise of warrants directly held by Bios 2024 Co-Invest, in each case (xv-xix), which are exercisable or will be immediately exercisable within 60 days of the date hereof. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP and BP Directors. Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Actuate Co-Invest I. Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II and Bios Actuate Co-Invest III. Bios Equity COF is the general partner of Bios Clinical Opportunity Fund and Bios 2024 Co-Invest. Bios Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. Bios Advisors, an entity controlled by Dr. Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Dr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios Equity Entities. Percentage based on 20,610,149 outstanding Shares, including (i) 20,453,886 Shares outstanding as of June 27, 2025, provided by the Issuer, plus (ii) 109,379 Shares issuable upon the exercise of warrants held collectively by Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios 2024 Co-Invest plus (iii) 31,884 Shares issuable upon exercise of stock options held by BP Directors plus (iv) 15,000 Shares issuable upon exercise of stock options held by Dr. Fletcher.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.000001 per share | |
| (b) | Name of Issuer:
Actuate Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1751 River Run, Suite 400, Fort Worth,
TEXAS
, 76107. | |
Item 1 Comment:
This Amendment No. 2 hereby amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on August 19, 2024 (the "Original Schedule 13D"), as amended by the statement on Schedule 13D/A filed with the Commission on May 27, 2025 ("Amendment No. 1" and, together with the Original Schedule 13D, the "Prior Statements"). The securities to which the Schedule 13D relates are the shares of common stock, par value $0.000001 per share (the "Shares"), of Actuate Therapeutics, Inc., a Delaware corporation (the "Issuer"). Except as specifically amended by this Amendment No. 2, each Item of the Prior Statements remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Prior Statements. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of June 25, 2025, between Actuate Therapeutics, Inc. (the "Issuer") and certain institutional and accredited investors, Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest") purchased from the Issuer in a private placement 71,428 shares of common stock, par value $0.000001 per share (the "Common Stock"), and warrants to purchase 71,428 shares of Common Stock (the "Warrants") for an aggregate purchase price of $499,996, such funds consisting of working capital from capital contribution and funds from lines of credit entered into in the ordinary course of business. The closing of the transactions contemplated by the Securities Purchase Agreement occurred on June 27, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. | |
| (b) | The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. | |
| (c) | Except as otherwise disclosed in Item 3 above, and the previously disclosed options granted to Aaron G.L. Fletcher on May 22, 2025 in connection with his service as a director of the Issuer, none of the Reporting Persons, nor, to the best of the Reporting Persons' knowledge, any of their respective executive officers or directors, as applicable, has acquired or disposed of, any securities of the Issuer during the 60 days prior to the date hereof. | |
| (d) | Except as described in this Amendment No. 2, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct receipt of dividends from, or proceeds from the sale of, the Shares reported by the Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information included in Item 3 is hereby incorporated by reference. The Warrants are exercisable on a cash only basis at any time after the date of issuance and expire 20 days following the earliest to occur of (i) the U.S. Food and Drug Administration ("FDA") issuing Breakthrough Therapy designation for elraglusib and (ii) the date that the FDA provides written communication available to the Issuer of its determination as to whether the Issuer may pursue registration for elraglusib using Phase 2 or Phase 3 clinical data. Bios 2024 Co-Invest entered into that certain Registration Rights Agreement, dated as of June 25, 2025 (the "Registration Rights Agreement") with the Issuer and the other parties to the Securities Purchase Agreement, pursuant to which the Issuer agreed to register for resale the Shares and the shares underlying the Warrants purchased pursuant to the Securities Purchase Agreement. The summaries of each of the Securities Purchase Agreement, the Warrants and the Registration Rights Agreement contained herein are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits hereto. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 4.1: Form of Warrant (incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K, filed with the Commission on June 26, 2025 (File No. 001-42139)) Exhibit 10.1: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K, filed with the Commission on June 26, 2025 (File No. 001-42139)) Exhibit 10.2: Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K, filed with the Commission on June 26, 2025 (File No. 001-42139)) Exhibit 99.1: Joint Filing Agreement (incorporated by reference to Exhibit 6 of the original Schedule 13D, filed August 19, 2024) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Power of Attorney is incorporated by reference to Exhibit 99.2 of Amendment No. 1. |