Actuate Therapeutics Inc.
08/12/2024 | Press release | Distributed by Public on 08/12/2024 16:31
Initial Statement of Beneficial Ownership - Form 3
Ownership Submission
Table II - Derivative Securities Beneficially Owned (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 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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| 1. Title of Derivate Security | 2. Date Exercisable and Expiration Date | 3. Title and Amount of Securities Underlying Derivative Security | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 6. Nature of Indirect Beneficial Ownership |
| 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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Bios Clinical Opportunity Fund, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 |
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X |
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Bios Equity COF, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 |
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X |
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BP Directors, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 |
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X |
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Signatures
| Bios Clinical Opportunity Fund, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager | 2024-08-12 |
| **Signature of Reporting Person | Date |
| Bios Equity COF, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager | 2024-08-12 |
| **Signature of Reporting Person | Date |
| BP Directors, LP By: Bios Equity Partners, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager | 2024-08-12 |
| **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) | Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). |
| (2) | Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF"). Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP. |
| (3) | The shares owned 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, Bios Actuate Co-Invest III and Bios COF (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively. |
| (4) | Shares are held in a trust, which has an independent trustee, for the benefit of Mr. Fletcher's children. Mr. Fletcher disclaims beneficial ownership of such shares other than to the extent he may have a pecuniary interest therein. |
| (5) | Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control. |
| (6) | Reflects a convertible note that is convertible into shares of common stock of the Issuer. The convertible note has a maturity date of July 31, 2024. The principal amount of the convertible note together with accrued interest will be automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the initial offering price multiplied by 0.8. |
| (7) | Each share of Series A Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock has no expiration date. |
| (8) | Each share of Series B-1 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-1 Convertible Preferred Stock has no expiration date. |
| (9) | Each share of Series B-2 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-2 Convertible Preferred Stock has no expiration date. |
| (10) | Each share of Series B-3 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-3 Convertible Preferred Stock has no expiration date. |
| (11) | Each share of Series B-4 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-4 Convertible Preferred Stock has no expiration date. |
| (12) | Each share of Series C Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series C Convertible Preferred Stock has no expiration date. |
| (13) | The warrants are exercisable until the earliest to occur of (i) September 7, 2028, (ii) the consummation of a change in control of the Issuer and (iii) two years after the first closing of the Issuer's IPO. Upon the closing of the Issuer's IPO, each warrant shall automatically be exercised on a cashless basis if the exercise price is less than the initial public offering price. |
| (14) | The options are fully vested. |