Actuate Therapeutics files S-1 for 50 million share offering on Nasdaq

Actuate Therapeutics, Inc. filed a Form S-1 registration statement with the SEC on October 6, 2026. The company is selling 50,000,000 shares of common stock at an assumed public offering price of $0.819 per share, the last reported sale price on the Nasdaq Global Market on October 2, 2026.¹ The underwriter has a 45-day option to purchase up to an additional 7,500,000 shares.¹ After the offering, 74,013,577 shares are expected to be outstanding, or 81,513,577 if the over-allotment option is exercised in full.¹

The underwriter is Konik Capital Partners, a division of T.R. Winston & Co.¹ Actuate said it expects to use the net proceeds for working capital and general corporate purposes.¹

Actuate is a clinical stage biopharmaceutical company focused on developing therapies for high impact, difficult to treat cancers through inhibition of glycogen synthase kinase-3, and is developing elraglusib, an ATP-competitive small molecule designed to block GSK-3 beta.¹ Its Phase 2 Actuate-1801 Part 3B study in first-line metastatic pancreatic ductal adenocarcinoma enrolled 286 patients, with updated data presented at ASCO GI in January 2026 showing the study met its primary endpoint of median overall survival with elraglusib plus gemcitabine/nab-paclitaxel versus chemotherapy alone.¹ Median overall survival was 10.1 months versus 7.2 months (p=0.02, HR=0.62), with 12-month survival rising from 22.3% to 44.4% and 24-month survival rising from 2.6% to 12.9% in the combination arm.¹

On the financing side, the company disclosed that it is not currently in compliance with Nasdaq's $50 million minimum market value of listed securities requirement, after receiving a notice on July 15, 2026, and has until January 11, 2027 to regain compliance.¹ As of June 30, 2026, the company had cash and cash equivalents of $4,425,841 and working capital of $942,745.¹