Sec Form 3 Filing - Bios 2024 Co-Invest, LP @ ACTUATE THERAPEUTICS, INC. - 2024-08-14

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bios 2024 Co-Invest, LP 2. Issuer Name and Ticker or Trading Symbol ACTUATE THERAPEUTICS, INC. [ ACTU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% Group (Last) (First) (Middle) C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 08/14/2024 (Street) FORT WORTH, TX76107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 125,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bios 2024 Co-Invest, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X Member of 10% Group Signatures Bios 2024 Co-Invest, LP By: Bios Equity COF, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 08/14/2024 Signature of Reporting Person Date

Explanation of Responses:

Remarks: This Form 3 is being filed by Bios 2024 Co-Invest, LP to reflect their admission as members into the "group" (for Section 13 and Section 16 purposes) previously composed of Bios Fund I, LP, Bios Fund I QP, LP, Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, Bios Fund III, LP, Bios Fund III QP, LP, Bios Fund III NT, LP, BP Directors, LP, Bios Actuate Co-Invest I, LP, Bios Actuate Co-Invest II, LP, Bios Acuate Co-Invest III, LP, Bios Clinical Opportunity Fund, LP, Bios Equity Partners III, LP, Bios Equity Partners II, LP, Bios Equity Partners, LP, Bios Equity COF, LP, Bios Capital Management, LP, Cavu Management, LP, Bios Advisors GP, LLC, Cavu Advisors, LLC, Aaron G.L. Fletcher and Leslie W. Kreis. The reporting person may be deemed to be a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the issuer. Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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