Actuate Therapeutics, Inc. has entered into a securities purchase agreement for a private placement with institutional and accredited investors, expected to close by June 30, 2025. The company anticipates gross proceeds of approximately $4.7 million, which will be used for working capital and general corporate purposes. As part of the agreement, Actuate will issue 666,497 shares of common stock at $7.00 per share and warrants to purchase an equivalent number of shares at the same price. The warrants will be exercisable on a cash-only basis, expiring 20 days after certain FDA-related milestones are reached. Additionally, Actuate has committed to registering the resale of these securities with the SEC, with specific deadlines for filing and effectiveness. Bios 2024 Co-Invest, LP, a significant shareholder, will participate in the private placement, acquiring 71,428 shares and warrants for approximately $500,000.