Actuate Therapeutics Inc.
Actuate Therapeutics Inc.
16/08/2024 | Press release | Distributed by Public on 17/08/2024 01:12
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| 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, CA90210 |
X |
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16.4% Owner |
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Kairos SPV Fund LLC 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 |
X |
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2% Owner |
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Kairos Venture Opportunities I, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 |
X |
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5.3% Owner |
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Kairos Venture Partners II, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 |
X |
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7.6% Owner |
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Kairos-Actuate SPV, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 |
X |
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1.5% Owner |
Signatures
| /s/ Todd Thomson | 2024-08-16 |
| **Signature of Reporting Person | Date |
| /s/ James T Demetriades, Kairos SPV Fund LLC | 2024-08-16 |
| **Signature of Reporting Person | Date |
| /s/ James T Demetriades, Kairos Venture Opportunities I, L.P. [KVOI, L.P.] | 2024-08-16 |
| **Signature of Reporting Person | Date |
| /s/ James T Demetriades, Kairos Venture Partners II, L.P. [KVP II, L.P.] | 2024-08-16 |
| **Signature of Reporting Person | Date |
| /s/ James T Demetriades, Kairos-Actuate SPV, L.P. | 2024-08-16 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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 shares of Series B-1 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date. |
| (2) | 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. |
| (3) | 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 purchase. |
| (4) | The shares of Series B-2 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date. |
| (5) | The shares of Series B-3 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date. |
| (6) | The shares of Series B-4 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date. |
| (7) | The shares of Series C Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date. |
| (8) | On August 14, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 28,464 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 18,750 of the warrant shares to pay the exercise price and issuing to Kairos Venture Partners II, L.P. the remaining 9,714 shares. |
| (9) | 15,000 stock options granted upon the effectiveness of the registration statement for the issuer's initial public offering on August 12, 2024, which vest in full on the first anniversary of the grant date. |