The massive 2.7x dilution (65M new shares vs 24M existing) and pre-revenue status with only $4.4M cash make this a capital-intensive clinical-stage biotech. Watch for the final pricing and whether the company can avoid Nasdaq delisting; the two-year lock-up on 50% of shares from Bios/Kairos reduces near-term overhang but warrants at 150% of offering price add future dilution. The Phase 2 mPDAC data (mOS 10.1 vs 7.2 months, HR=0.62) is the key value driver but requires additional capital to advance.
Executive Summary
Actuate Therapeutics filed Pre-Effective Amendment No. 1 to its S-1 registration statement for a follow-on offering of 65,000,000 shares of common stock at an assumed price of $0.6437 per share, with an underwriter over-allotment option for an additional 9,750,000 shares. The company, a clinical-stage biopharmaceutical firm developing the GSK-3 inhibitor elraglusib for difficult-to-treat cancers, has no product revenue, had cash of $4.4M as of June 30, 2026, and disclosed a Nasdaq MVLS non-compliance notice received July 15, 2026. The offering is dilutive (immediate dilution of ~$0.19/share) and proceeds are for working capital, but the company explicitly states it will need additional financing post-offering to fund operations.
Key Financial Metrics
Key Facts
- Offering: 65,000,000 shares at $0.6437/share (assumed), with 45-day over-allotment option for 9,750,000 additional shares
- Post-offering shares outstanding: 89,013,577 (98,763,763 if over-allotment)
- Cash and cash equivalents as of June 30, 2026: $4,425,841; working capital: $942,745
- No revenue from product sales; no product revenue generated since inception
- Nasdaq Global Market MVLS non-compliance notice received July 15, 2026; compliance deadline January 11, 2027
- Immediate dilution of ~$0.1937/share to new investors
- Bios Entities and Kairos Entities (own ~50% of outstanding) agreed to 2-year lock-up in exchange for warrants at 150% of offering price
- Underwriter warrants: 3.5% of shares sold, exercisable at 125% of offering price for 5 years
- Net tangible book value as of June 30, 2026: ~$0.99M, or ~$0.04/share
- Company states it will need additional financing post-offering to execute business plan
Financial Impact
Gross proceeds up to ~$41.8M (base) to ~$48.1M (with over-allotment) based on assumed price, but net proceeds are placeholder amounts; immediate dilution of ~$0.1937/share to new investors
Risk Factors
- Immediate and substantial dilution of ~$0.19/share for new investors
- Going concern risk: only $4.4M cash and need for additional financing post-offering
- Nasdaq delisting risk due to MVLS non-compliance
- Pre-revenue, no approved products, history of operating losses
- Massive share count increase (24M to 89M) could pressure stock price
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001683168-26-007832 |
| Document: actuate_ex107.htm | 0001683168-26-007832 |
| Document: actuate_ex0501.htm | 0001683168-26-007832 |
| Document: actuate_ex2301.htm | 0001683168-26-007832 |
| Document: 0001683168-26-007832-index-headers.html | 0001683168-26-007832 |
| Document: 0001683168-26-007832-index.html | 0001683168-26-007832 |
| Document: 0001683168-26-007832.txt | 0001683168-26-007832 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | S-1/A | $0.5990 | awaiting T+5 | — | $0.5249 (+12.37%) |
Oct 14, 2026 12d ago | S-1/A | $0.4342 $0.5622 | ▼ −29.48% | ▼ −29.03% | $0.5249 (−20.89%) |
Oct 6, 2026 19d ago | S-1 | $0.7240 $0.4340 | ▲ +40.06% | ▲ +39.07% | $0.5249 (+27.50%) |
Aug 12, 2026 10w ago | Institutional Cluster | $0.9699 $1.06 | ▼ −9.29% | ▼ −9.73% | $0.5249 (+45.88%) |
Jun 9, 2026 19w ago | Press Release | $2.01 $2.05 | ▲ +1.99% | ▼ −0.42% | $0.5249 (−73.89%) |
May 11, 2026 23w ago | 8-K | $2.89 $2.43 | ▼ −15.92% | ▼ −15.99% | $0.5249 (−81.84%) |
May 6, 2026 24w ago | DEFA14A | $2.99 $2.89 | ▼ −3.34% | ▼ −4.48% | $0.5249 (−82.44%) |
May 6, 2026 24w ago | 8-K | $2.99 $2.89 | ▼ −3.34% | ▼ −4.48% | $0.5249 (−82.44%) |
Apr 14, 2026 27w ago | Press Release | $2.08 $2.27 | ▲ +8.89% | ▲ +7.50% | $0.5249 (−74.76%) |
Mar 9, 2026 33w ago | Press Release | $2.95 $2.68 | ▼ −9.00% | ▼ −7.64% | $0.5249 (−82.18%) |
US Market Status
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