0001104659-24-091370.txt : 20240820 0001104659-24-091370.hdr.sgml : 20240820 20240820204530 ACCESSION NUMBER: 0001104659-24-091370 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240812 FILED AS OF DATE: 20240820 DATE AS OF CHANGE: 20240820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund II NT, LP CENTRAL INDEX KEY: 0001728851 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226930 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund I, LP CENTRAL INDEX KEY: 0001697316 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226934 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund I QP, LP CENTRAL INDEX KEY: 0001700297 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226933 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund II, LP CENTRAL INDEX KEY: 0001714576 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226931 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund II QP, LP CENTRAL INDEX KEY: 0001716869 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226929 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kreis Leslie W. CENTRAL INDEX KEY: 0001813316 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226937 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cavu Management, LP CENTRAL INDEX KEY: 0001813270 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226935 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-381-5370 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cavu Advisors, LLC CENTRAL INDEX KEY: 0001813310 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226936 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-381-5370 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bios Equity Partners II, LP CENTRAL INDEX KEY: 0001813313 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226928 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-381-5370 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bios Equity Partners, LP CENTRAL INDEX KEY: 0001813314 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42139 FILM NUMBER: 241226932 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-381-5370 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACTUATE THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001652935 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 473044785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 847-986-4190 MAIL ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: Apotheca Therapeutics, Inc. DATE OF NAME CHANGE: 20150911 4/A 1 tm2422197-3_4aseq1.xml OWNERSHIP DOCUMENT X0508 4/A 2024-08-12 2024-08-14 0 0001652935 ACTUATE THERAPEUTICS, INC. ACTU 0001813316 Kreis Leslie W. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813310 Cavu Advisors, LLC C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813270 Cavu Management, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001697316 BIOS Fund I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001700297 BIOS Fund I QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813314 Bios Equity Partners, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001714576 BIOS Fund II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001728851 BIOS Fund II NT, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001716869 BIOS Fund II QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813313 Bios Equity Partners II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0 Common Stock 2024-08-14 4 S 0 5314 8.00 D 300143 I Directly held by Bios Fund II, LP Common Stock 2024-08-14 4 S 0 17361 8.00 D 980433 I Directly held by Bios Fund II QP, LP Common Stock 2024-08-14 4 S 0 2324 8.00 D 131248 I Directly held by Bios Fund II NT, LP On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 8,068 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 5,314 of the warrant shares to pay the exercise price and issuing to Bios Fund II the remaining 2,754 shares. The original Form 4 filed on August 14, 2024 is being amended by this Form 4 amendment solely to correct the price reported in column 4 of Table I in the original Form 4, which inadvertently included the incorrect price. This amended report does not report any new transactions and all other information reported in the original Form 4 is correct. 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"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest"). 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. 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, Bios COF and Bios 2024 Co-Invest (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. On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 26,355 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 17,361 of the warrant shares to pay the exercise price and issuing to Bios Fund II QP the remaining 8,994 shares. On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 3,528 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 2,324 of the warrant shares to pay the exercise price and issuing to Bios Fund II NT the remaining 1,204 shares. Each of the reporting persons other than Leslie W. Kreis may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer. Leslie W. Kreis, Jr By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Cavu Advisors, LLC By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Bios Fund I, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Bios Fund I QP, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Bios Equity Partners, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Bios Fund II NT, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20 Bios Equity Partners II, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact 2024-08-20