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BIOS Fund I, LP's Form 4 filing

Actuate Therapeutics, Inc. (ACTU) · filed Aug 14, 2024

Accession no.
0001104659-24-089819
Filed
Aug 14, 2024, 8:44 PM ET
Trade date
Aug 12-14, 2024
Filing delay
2 days
Rule 10b5-1 plan
Not checked

This filing lists 30 non-derivative transactions and 26 derivative transactions. Open-market purchases total $4.00M. Open-market sales total $225.0K. It was filed 2 days after the trade.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
BIOS Fund I, LPCIK 0001697316Director, 10% Owner
BIOS Fund I QP, LPCIK 0001700297Director, 10% Owner
BIOS Fund II, LPCIK 0001714576Director, 10% Owner
BIOS Fund II QP, LPCIK 0001716869Director, 10% Owner
BIOS Fund II NT, LPCIK 0001728851Director, 10% Owner
Cavu Management, LPCIK 0001813270Director, 10% Owner
Cavu Advisors, LLCCIK 0001813310Director, 10% Owner
Bios Equity Partners II, LPCIK 0001813313Director, 10% Owner
Bios Equity Partners, LPCIK 0001813314Director, 10% Owner
Kreis Leslie W.CIK 000181331610% Owner

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Aug 14, 2024Common StockCConversionAcquired+884,427–F1–884,427Indirect
Aug 14, 2024Common StockPPurchaseAcquired+375,000$8.00+$3,000,0001,259,427Indirect
Aug 14, 2024Common StockPPurchaseAcquired+125,000$8.00+$1,000,000125,000Indirect
Aug 14, 2024Common StockCConversionAcquired+525,797–F5–525,797Indirect
Aug 14, 2024Common StockCConversionAcquired+307,538–F5–307,538Indirect
Aug 14, 2024Common StockCConversionAcquired+141,457–F6–141,457Indirect
Aug 14, 2024Common StockCConversionAcquired+462,073–F6–462,073Indirect
Aug 14, 2024Common StockCConversionAcquired+61,857–F6–61,857Indirect
Aug 14, 2024Common StockCConversionAcquired+153,702–F6–153,702Indirect
Aug 14, 2024Common StockCConversionAcquired+54,032–F7–195,489Indirect
Aug 14, 2024Common StockCConversionAcquired+176,499–F7–638,572Indirect
Aug 14, 2024Common StockCConversionAcquired+23,628–F7–85,485Indirect
Aug 14, 2024Common StockCConversionAcquired+147,047–F7–300,749Indirect
Aug 14, 2024Common StockCConversionAcquired+101,900–F8–297,389Indirect
Aug 14, 2024Common StockCConversionAcquired+332,867–F8–971,439Indirect
Aug 14, 2024Common StockCConversionAcquired+44,559–F8–130,044Indirect
Aug 14, 2024Common StockCConversionAcquired+309,589–F9–309,589Indirect
Aug 14, 2024Common StockCConversionAcquired+2,022,029–F9–2,022,029Indirect
Aug 14, 2024Common StockCConversionAcquired+326,547–F9–326,547Indirect
Aug 14, 2024Common StockCConversionAcquired+2,094,650–F9–2,094,650Indirect
Aug 14, 2024Common StockCConversionAcquired+74,202–F10–383,791Indirect
Aug 14, 2024Common StockCConversionAcquired+484,638–F10–2,506,667Indirect
Aug 14, 2024Common StockCConversionAcquired+78,267–F10–404,814Indirect
Aug 14, 2024Common StockCConversionAcquired+573,394–F10–573,394Indirect
Aug 14, 2024Common StockXIn-the-money exerciseAcquired+8,068$5.27+$42,518.36305,457Indirect
Aug 14, 2024Common StockSSaleDisposed−5,314$9.00−$47,826300,143Indirect
Aug 14, 2024Common StockXIn-the-money exerciseAcquired+26,355$5.27+$138,890.85997,794Indirect
Aug 14, 2024Common StockSSaleDisposed−17,361$9.00−$156,249980,433Indirect
Aug 14, 2024Common StockXIn-the-money exerciseAcquired+3,528$5.27+$18,592.56133,572Indirect
Aug 14, 2024Common StockSSaleDisposed−2,324$9.00−$20,916131,248Indirect

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Aug 14, 2024Common StockCConversionDisposed−884,427–F1–0Indirect
Aug 14, 2024Common StockCConversionDisposed−525,797–F5–0Indirect
Aug 14, 2024Common StockCConversionDisposed−307,538–F5–0Indirect
Aug 14, 2024Common StockCConversionDisposed−141,457–F6–0Indirect
Aug 14, 2024Common StockCConversionDisposed−462,073–F6–0Indirect
Aug 14, 2024Common StockCConversionDisposed−61,857–F6–0Indirect
Aug 14, 2024Common StockCConversionDisposed−153,702–F6–0Indirect
Aug 14, 2024Common StockCConversionDisposed−54,032–F7–0Indirect
Aug 14, 2024Common StockCConversionDisposed−176,499–F7–0Indirect
Aug 14, 2024Common StockCConversionDisposed−23,628–F7–0Indirect
Aug 14, 2024Common StockCConversionDisposed−147,047–F7–0Indirect
Aug 14, 2024Common StockCConversionDisposed−101,900–F8–0Indirect
Aug 14, 2024Common StockCConversionDisposed−332,867–F8–0Indirect
Aug 14, 2024Common StockCConversionDisposed−44,559–F8–0Indirect
Aug 14, 2024Common StockCConversionDisposed−309,589–F9–0Indirect
Aug 14, 2024Common StockCConversionDisposed−2,022,029–F9–0Indirect
Aug 14, 2024Common StockCConversionDisposed−326,547–F9–0Indirect
Aug 14, 2024Common StockCConversionDisposed−2,094,650–F9–0Indirect
Aug 14, 2024Common StockCConversionDisposed−74,202–F10–0Indirect
Aug 14, 2024Common StockCConversionDisposed−484,638–F10–0Indirect
Aug 14, 2024Common StockCConversionDisposed−78,267–F10–0Indirect
Aug 14, 2024Common StockCConversionDisposed−573,394–F10–0Indirect
Aug 14, 2024Common StockXIn-the-money exerciseDisposed−8,068$0.00$00Indirect
Aug 14, 2024Common StockXIn-the-money exerciseDisposed−26,355$0.00$00Indirect
Aug 14, 2024Common StockXIn-the-money exerciseDisposed−3,528$0.00$00Indirect
Aug 12, 2024Common StockAGrant or awardAcquired+15,000$0.00$015,000IndirectDuplicate filing

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F1

Reflects a convertible note that was convertible into shares of common stock of the Issuer. The principal amount of the convertible note together with accrued interest was 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.

Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.

F5

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

Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.

F6

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

Referenced by the price of 4 transactions in Table I and 4 transactions in Table II.

F7

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

Referenced by the price of 4 transactions in Table I and 4 transactions in Table II.

F8

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

Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.

F9

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

Referenced by the price of 4 transactions in Table I and 4 transactions in Table II.

F10

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

Referenced by the price of 4 transactions in Table I and 4 transactions in Table II.

Remarks

This Form 4 is the first of six Forms 4 filed relating to the same event. The Form 4 has been split into six filings because there are more than 10 reporting persons and 30 rows in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons and 30 rows. The second Form 4 was filed by Leslie W. Kreis as the designated filer. The third and fourth Forms 4 were filed by Aaron G.L. Fletcher. The fifth and sixth Forms 4 were filed by Bios Equity COF, LP as the designated filer. 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.

Read the full filing on SEC EDGAR (opens in a new tab)