Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing. On July 15, 2026, Actuate Therapeutics, Inc. (the “Company”) received a letter (the “Notice”) from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that that from June 1, 2026 to July 14, 2026, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on The Nas…

Director — Martin H. Huber, MD: Dr. Martin H. Huber was appointed to a newly created Board seat and will serve as a Class III director.

Entry into a Material Definitive Agreement. On November 28, 2025, Actuate Therapeutics, Inc. (the “Company”) entered into an At the Market Issuance Sales Agreement (the “Agreement”) with B. Riley Securities, Inc. and Craig-Hallum Capital Group LLC (each a “Sales Agent” and collectively the “Sales Agents”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, $0.000001 par value per share (“Common Stock”), to or through the Sales Agen…

Entry into a Material Definitive Agreement. On September 10, 2025, Actuate Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”) relating to an underwritten offering (the “Offering”) of 2,142,858 shares (“Shares”) of common stock of the Company (“Common Stock”). Pursuant to the Agreement, the Company has granted the Underwriter a 30-day over-allotment option to purchase up to an additional 321,428 shares…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On June 25, 2025, Actuate Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) with certain institutional and accredited investors (each, a “Purchaser” and collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Purchasers an aggregate of (…

The securities to be issued and sold to the Purchasers under the Securities Purchase Agreement are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The securities may not be offe…

Entry into a Material Definitive Agreement. On March 27, 2025, Actuate Therapeutics, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”), each dated as of March 27, 2025, with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have th…

in its entirety. The securities that may be issued under the Purchase Agreement are being offered and sold by the Company in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. B. Riley Principal Capital II represented to the Company in the Purchase Agreement that it is an “accredited investor,” as defined in Regulation D, and is acquiring the securities under the Purchase Agreement for its own acc…

Changes in Registrant’s Certifying Accountant. On May 20, 2024, the partners and professional staff of KMJ Corbin & Company LLP (“KMJ”), the independent registered public accounting firm of Actuate Therapeutics, Inc. (the “Company”), joined Crowe LLP (“Crowe”), a public accounting, consulting and technology firm. The Company continued to receive services from KMJ until it resigned as the Company’s independent registered public accounting firm on August 19, 2024. In connection with the resigna…

Director — Jason Keyes, Roger Sawhney, Amy Ronneberg: New independent directors were appointed to the Board following the company's initial public offering.