Fletcher Aaron G.L. Form 3 ACTUATE THERAPEUTICS / Aaron G.L. Fletcher ownership change

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^*

Fletcher Aaron G.L.

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

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	X	10% Owner
	Officer (give title below)		Other (specify below)

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

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

	Form filed by One Reporting Person
X	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	84,917	I	Directly held by BP Directors, LP⁽¹⁾⁽²⁾⁽³⁾
Common Stock	60,973	D
Common Stock	8,056	I	Directly held by KF Legacy Trust U/A/D December 7, 2016⁽⁴⁾
Common Stock	8,056	I	Directly held by MF Legacy Trust U/A/D December 7, 2016⁽⁴⁾
Common Stock	69,375	I	Directly held by Circle K Invesco, LP⁽⁵⁾

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)
Convertible Note	⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾	⁽⁶⁾	I	Directly held by Bios Clinical Opportunity Fund, LP⁽¹⁾⁽²⁾⁽³⁾
Series A Redeemable Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	525,797	⁽⁷⁾	I	Directly held by Bios Fund I, LP⁽¹⁾⁽²⁾⁽³⁾
Series A Redeemable Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	307,538	⁽⁷⁾	I	Directly held by Bios Fund I QP, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-1 Redeemable Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	141,457	⁽⁸⁾	I	Directly held by Bios Fund II, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-1 Redeemable Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	462,073	⁽⁸⁾	I	Directly held by Bios Fund II QP, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-1 Redeemable Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	61,857	⁽⁸⁾	I	Directly held by Bios Fund II NT, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-1 Redeemable Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	153,702	⁽⁸⁾	I	Directly held by Bios Actuate Co-Invest I, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	54,032	⁽⁹⁾	I	Directly held by Bios Fund II, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	176,499	⁽⁹⁾	I	Directly held by Bios Fund II QP, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	23,628	⁽⁹⁾	I	Directly held by Bios Fund II NT, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	147,047	⁽⁹⁾	I	Directly held by Bios Actuate Co-Invest I, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-3 Redeemable Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	101,900	⁽¹⁰⁾	I	Directly held by Bios Fund II, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-3 Redeemable Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	332,867	⁽¹⁰⁾	I	Directly held by Bios Fund II QP, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-3 Redeemable Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	44,559	⁽¹⁰⁾	I	Directly held by Bios Fund II NT, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-4 Redeemable Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	309,589	⁽¹¹⁾	I	Directly held by Bios Fund III, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-4 Redeemable Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,022,029	⁽¹¹⁾	I	Directly held by Bios Fund III QP, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-4 Redeemable Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	326,547	⁽¹¹⁾	I	Directly held by Bios Fund III NT, LP⁽¹⁾⁽²⁾⁽³⁾
Series B-4 Redeemable Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,094,650	⁽¹¹⁾	I	Directly held by Bios Actuate Co-Invest II, LP⁽¹⁾⁽²⁾⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock	74,202	⁽¹²⁾	I	Directly held by Bios Fund III, LP⁽¹⁾⁽²⁾⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock	484,638	⁽¹²⁾	I	Directly held by Bios Fund III QP, LP⁽¹⁾⁽²⁾⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock	78,267	⁽¹²⁾	I	Directly held by Bios Fund III NT, LP⁽¹⁾⁽²⁾⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock	573,394	⁽¹²⁾	I	Directly held by Bios Actuate Co-Invest III, LP⁽¹⁾⁽²⁾⁽³⁾
Series B Warrant (Right to Buy)	09/07/2018	⁽¹³⁾	Common Stock	8,068	5.27	I	Directly held by Bios Fund II, LP⁽¹⁾⁽²⁾⁽³⁾
Series B Warrants (Right to Buy)	09/07/2018	⁽¹³⁾	Common Stock	26,355	5.27	I	Directly held by Bios Fund II QP, LP⁽¹⁾⁽²⁾⁽³⁾
Series B Warrants (Right to Buy)	09/07/2018	⁽¹³⁾	Common Stock	3,528	5.27	I	Directly held by Bios Fund II NT, LP⁽¹⁾⁽²⁾⁽³⁾
Series B Warrant (Right to Buy)	09/07/2018	⁽¹³⁾	Common Stock	8,068	10.54	I	Directly held by Bios Fund II, LP⁽¹⁾⁽²⁾⁽³⁾
Series B Warrants (Right to Buy)	09/07/2018	⁽¹³⁾	Common Stock	26,355	10.54	I	Directly held by Bios Fund II QP, LP⁽¹⁾⁽²⁾⁽³⁾
Series B Warrants (Right to Buy)	09/07/2018	⁽¹³⁾	Common Stock	3,528	10.54	I	Directly held by Bios Fund II NT, LP⁽¹⁾⁽²⁾⁽³⁾
Stock Options	⁽¹⁴⁾	04/29/2033	Common Stock	31,884	2.14	I	Directly held by BP Directors, LP⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Fletcher Aaron G.L.

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Capital Management, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Advisors GP, LLC

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund III, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund III QP, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund III NT, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Equity Partners III, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Actuate Co-Invest I, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Actuate Co-Invest II, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bios Actuate Co-Invest III, LP

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Explanation of Responses:

1. 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").

2. Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF"). 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.

3. 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 and Bios COF (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.

4. Shares are held in a trust, which has an independent trustee, for the benefit of Mr. Fletcher's children. Mr. Fletcher disclaims beneficial ownership of such shares other than to the extent he may have a pecuniary interest therein.

5. Shares are held by Circle K Invesco, LP, over which Mr. Kreis has sole voting and investment control.

6. Reflects a convertible note that is convertible into shares of common stock of the Issuer. The convertible note has a maturity date of July 31, 2024. The principal amount of the convertible note together with accrued interest will be automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the initial offering price multiplied by 0.8.

7. Each share of Series A Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock has no expiration date.

8. Each share of Series B-1 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-1 Convertible Preferred Stock has no expiration date.

9. Each share of Series B-2 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-2 Convertible Preferred Stock has no expiration date.

10. Each share of Series B-3 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-3 Convertible Preferred Stock has no expiration date.

11. Each share of Series B-4 Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-4 Convertible Preferred Stock has no expiration date.

12. Each share of Series C Redeemable Convertible Preferred Stock preferred stock will automatically convert into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series C Convertible Preferred Stock has no expiration date.

13. The warrants are exercisable until the earliest to occur of (i) September 7, 2028, (ii) the consummation of a change in control of the Issuer and (iii) two years after the first closing of the Issuer's IPO. Upon the closing of the Issuer's IPO, each warrant shall automatically be exercised on a cashless basis if the exercise price is less than the initial public offering price.

14. The options are fully vested.

Remarks:

This Form 3 is the second of three Forms 3 filed relating to the same event. The Form 3 has been split into three filings because there are more than 20 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. The first Form 3 was filed by Leslie W. Kreis as the designated filer. The third Form 3 was filed by Bios Clinical Opportunity Fund, LP as the designated filer. Exhibit 24 - Power of Attorney

	/s/ Aaron G.L. Fletcher	08/12/2024
	Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/12/2024
	Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager	08/12/2024
	Bios Fund III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/12/2024
	Bios Fund III QP, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/12/2024
	Bios Fund III NT, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/12/2024
	Bios Equity Partners III, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/12/2024
	Bios Actuate Co-Invest I, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/12/2024
	Bios Actuate Co-Invest II, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	08/12/2024
	Bios Actuate Co-Invest III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager	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).
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Fletcher Aaron G.L. Form 3ACTUATE THERAPEUTICS / Aaron G.L. Fletcher ownership change