Actuate Therapeutics closes $11.0 million public offering

Actuate Therapeutics, Inc. (NASDAQ: ACTU) closed its public offering on October 28, 2026.¹ The company had entered an Underwriting Agreement on October 26, 2026 with Newbridge Securities Corporation, acting as sole book-running manager, covering the issuance and sale of 30,985,900 shares of common stock and warrants to purchase up to an aggregate of 15,492,950 shares.¹

The combined public offering price for each set of two shares and one accompanying warrant was $0.71, before underwriting discounts and commissions, with the warrants carrying a $0.45 exercise price, exercisable immediately and expiring five years after issuance.¹ Actuate also granted the underwriter a 45-day over-allotment option for up to 4,647,885 additional shares and additional warrants for up to 2,323,942 shares at the public offering price, less discounts and commissions.¹

Net proceeds to the company were approximately $9.96 million after deducting underwriting discounts, commissions, and estimated offering expenses.¹ The company said it intends to use the net proceeds for working capital and general corporate purposes.¹

The offering was conducted under the company's Form S-1 registration statement (File No. 333-299332), which the SEC declared effective on October 26, 2026.¹ Separately, the company issued the underwriter or its designees warrants for up to 3.5% of the shares sold in the offering, exercisable at $0.44375 per share starting 180 days after the Underwriting Agreement date and expiring October 26, 2031, with those warrants subject to FINRA's 180-day lock-up as compensation.¹

In connection with the offering, Actuate also entered a Warrant Agency Agreement on October 28, 2026 with Broadridge Corporate Issuer Solutions, LLC, which will serve as agent for the issuance, registration, transfer, exchange and exercise of the warrants.¹ Greenberg Traurig, LLP provided the company with an updated legal opinion in connection with the offering.¹