SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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. Name and Address of Reporting Person^*

SCHMITT DANIEL M

(Last)

(First)

(Middle)

C/O ACTUATE THERAPEUTICS, INC.

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2024

3. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and Director

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,223	I	By The Andrew Schmitt Irrevocable Trust, dated December 31, 2019⁽¹⁾
Common Stock	22,223	I	By The Anna Schmitt Irrevocable Trust, dated December 31, 2019⁽²⁾
Common Stock	22,223	I	By The Edward Schmitt Irrevocable Trust, dated December 31, 2019⁽³⁾
Common Stock	564,071⁽⁴⁾⁽⁵⁾	I	By The Schmitt Family Irrevocable Trust, dated December 31, 2019⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Represents shares held by The Andrew Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.

2. Represents shares held by The Anna Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.

3. Represents shares held by The Edward Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.

4. Includes 11,726 unvested restricted common stock award shares that will vest upon the achievement of a strategic partnership or licensing transaction with anticipated gross proceeds of at least $25 million, all of which are held by the Schmitt Family Trust (as defined below).

5. Includes 369,318 shares of restricted common stock, which are held by the Schmitt Family Trust, that were granted on February 22, 2021, of which 25% vested on the first anniversary of the grant date and the remaining 75% vests in equal monthly installments during the 36 months following the first anniversary of the grant date.

6. Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee (the "Schmitt Family Trust").

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Paul Lytle, Attorney-in-Fact	08/12/2024
	** Signature of Reporting Person	Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.