As filed with the Securities and Exchange Commission on August 13, 2024.
Registration No. 333-279734
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Actuate Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 8731 | | 47-3044785 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification Number) |
1751 River Run, Suite 400
Fort Worth, Texas 76107
(817) 887-8455
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Daniel Schmitt
President and Chief Executive Officer
1751 River Run, Suite 400
Fort Worth, Texas 76107
(817) 887-8455
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Janet Spreen, Esq. Asim Grabowski-Shaikh, Esq. Baker & Hostetler LLP 127 Public Square, Suite 2000 Cleveland, Ohio 44114-1214 Tel: (216) 621-0200 Fax: (216) 696-0740 | | Stephen E. Older, Esq. Andrew Terjesen, Esq. McGuireWoods LLP 1251 Avenue of the Americas 20th Floor New York, New York 10020 Telephone: (212) 548-2100 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-279734
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | ¨ | Accelerated filer | | ¨ |
| | | | |
| Non-accelerated filer | | x | Smaller reporting company | | x |
| | | | |
| | | | Emerging growth company | | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission (the “Commission”) in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-1, as amended (File No. 333-279734), declared effective by the Securities and Exchange Commission on August 12, 2024. The Registrant is filing this Post-Effective Amendment No. 1 pursuant to Rule 462(d) for the sole purpose of replacing Exhibits 5.1 and 23.3 to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below.
Part II
Information Not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of August, 2024.
| | Actuate Therapeutics, Inc. |
| | | |
| | By: | /s/ Daniel M. Schmitt |
| | Name: | Daniel M. Schmitt |
| | Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above.
| | Name | | Position | | Date |
| | | | | | |
| By: | /s/ Daniel M. Schmitt | | President, Chief Executive Officer and Director | | August 13, 2024 |
| | Daniel M. Schmitt | | (Principal Executive Officer) | | |
| | | | | | |
| By: | /s/ Paul Lytle | | Chief Financial Officer (Principal Financial Officer and | | August 13, 2024 |
| | Paul Lytle | | Principal Accounting Officer) | | |
| | | | | | |
| By: | * | | Director and Chairperson | | August 13, 2024 |
| | Aaron G.L. Fletcher, Ph.D. | | | | |
| | | | | | |
| By: | * | | Director | | August 13, 2024 |
| | Les Kreis, Jr. | | | | |
| | | | | | |
| By: | * | | Director | | August 13, 2024 |
| | Todd Thomson | | | | |
| | | | | | |
| By: | * | | Director | | August 13, 2024 |
| | Daniel Zabrowski, Ph.D. | | | | |
| | | | | | |
| By: | /s/ Daniel M. Schmitt | | | | |
| | Daniel M. Schmitt | | | | |
| | Attorney-in-Fact | | | | |
