Sec Form 4 Filing - THOMSON TODD S @ ACTUATE THERAPEUTICS, INC. - 2024-08-12

FORM 4 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 THOMSON TODD S 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) 16.4% Owner (Last) (First) (Middle) 9440 S. SANTA MONICA BLVD, SUITE #710 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2024 (Street) BEVERLY HILLS, CA90210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/14/2024 C 1,058,318 A 1,105,636 I By KVP II, L.P. ( 2 ) ( 3 ) Common Stock 08/14/2024 C 726,163 A 726,163 I By KVOI, L.P. ( 2 ) ( 3 ) Common Stock 08/14/2024 C 69,445 A 1,175,081 I By KVP II, L.P. ( 2 ) ( 3 ) Common Stock 08/14/2024 C 146,870 A 873,033 I By KVOI, L.P. ( 2 ) ( 3 ) Common Stock 08/14/2024 C 138,889 A 138,889 I By Kairos SPV Fund, LLC ( 2 ) ( 3 ) Common Stock 08/14/2024 C 230,597 A 230,597 I By Kairos-Actuate SPV, L.P. ( 2 ) ( 3 ) Common Stock 08/14/2024 C 132,908 A 271,797 I By Kairos SPV Fund, LLC ( 2 ) ( 3 ) Common Stock 08/14/2024 C 24,138 A 254,735 I By Kairos-Actuate SPV, L.P. ( 2 ) ( 3 ) Common Stock 08/14/2024 C 49,984 A 321,781 I By Kairos SPV Fund, LLC ( 2 ) ( 3 ) Common Stock 08/14/2024 X 28,464 A $ 5.27 1,203,545 I By KVP II, L.P. ( 2 ) ( 3 ) Common Stock 08/14/2024 S( 8 ) 18,750 D $ 8 1,184,795 I By KVP II, L.P. ( 2 ) ( 3 )

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 Series B-1 Redeemable Convertible Preferred Stock ( 1 ) 08/14/2024 C 1,058,318 ( 1 ) ( 1 ) Common Stock 1,058,318 ( 1 ) 0 I By KVP II, L.P. ( 2 ) ( 3 ) Series B-2 Redeemable Convertible Preferred Stock ( 4 ) 08/14/2024 C 726,163 ( 4 ) ( 4 ) Common Stock 726,163 ( 4 ) 0 I By KVOI, L.P. ( 2 ) ( 3 ) Series B-3 Redeemable Convertible Preferred Stock ( 5 ) 08/14/2024 C 69,445 ( 5 ) ( 5 ) Common Stock 69,445 ( 5 ) 0 I By KVP II, L.P. ( 2 ) ( 3 ) Series B-3 Redeemable Convertible Preferred Stock ( 5 ) 08/14/2024 C 146,870 ( 5 ) ( 5 ) Common Stock 146,870 ( 5 ) 0 I By KVOI, L.P. ( 2 ) ( 3 ) Series B-3 Redeemable Convertible Preferred Stock ( 5 ) 08/14/2024 C 138,889 ( 5 ) ( 5 ) Common Stock 138,889 ( 5 ) 0 I By Kairos SPV Fund, LLC ( 2 ) ( 3 ) Series B-4 Redeemable Convertible Preferred Stock ( 6 ) 08/14/2024 C 230,597 ( 6 ) ( 6 ) Common Stock 230,597 ( 6 ) 0 I By Kairos-Actuate SPV, L.P. ( 2 ) ( 3 ) Series B-4 Redeemable Convertible Preferred Stock ( 6 ) 08/14/2024 C 132,908 ( 6 ) ( 6 ) Common Stock 132,908 ( 6 ) 0 I By Kairos SPV Fund, LLC ( 2 ) ( 3 ) Series C Redeemable Convertible Preferred Stock ( 7 ) 08/14/2024 C 24,138 ( 7 ) ( 7 ) Common Stock 24,138 ( 7 ) 0 I By Kairos-Actuate SPV, L.P. ( 2 ) ( 3 ) Series C Redeemable Convertible Preferred Stock ( 7 ) 08/14/2024 C 49,984 ( 7 ) ( 7 ) Common Stock 49,984 ( 7 ) 0 I By Kairos SPV Fund, LLC ( 2 ) ( 3 ) Warrant (Right to Buy) ( 8 ) 08/14/2024 X 28,464 ( 8 ) ( 8 ) Common Stock 28,464 ( 8 ) 0 I By KVP II, L.P. ( 2 ) ( 3 ) Non-Qualified Stock Options $ 8 08/12/2024 A 15,000 ( 9 ) 08/12/2034 Common Stock 15,000 $ 0 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THOMSON TODD S 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 X 16.4% Owner Kairos SPV Fund LLC 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 X 2% Owner Kairos Venture Opportunities I, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 X 5.3% Owner Kairos Venture Partners II, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 X 7.6% Owner Kairos-Actuate SPV, L.P. 9440 S. SANTA MONICA BLVD SUITE #710 BEVERLY HILLS, CA90210 X 1.5% Owner Signatures /s/ Todd Thomson 08/16/2024 Signature of Reporting Person Date /s/ James T Demetriades, Kairos SPV Fund LLC 08/16/2024 Signature of Reporting Person Date /s/ James T Demetriades, Kairos Venture Opportunities I, L.P. [KVOI, L.P.] 08/16/2024 Signature of Reporting Person Date /s/ James T Demetriades, Kairos Venture Partners II, L.P. [KVP II, L.P.] 08/16/2024 Signature of Reporting Person Date /s/ James T Demetriades, Kairos-Actuate SPV, L.P. 08/16/2024 Signature of R eporting Person Date

Explanation of Responses:

( 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.

Remarks: Todd Thomson serves as CFO/COO of Kairos Venture Investments, LLC and is a director on the board of directors of Actuate Therapeutics, Inc. ("Actuate"). Due to their relationship with Todd Thompson, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons other than Todd Thompson are deemed to be directors by deputization of Actuate.

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).

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