SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

THOMSON TODD S

(Last)

(First)

(Middle)

9440 S. SANTA MONICA BLVD

SUITE # 710

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$ 0.5325	10/28/2026		A		269,017		⁽⁴⁾	⁽⁴⁾	Common Stock	269,017	⁽³⁾	269,017	I	By Kairos Venture Partners II, LP ⁽¹⁾ ⁽²⁾
Warrants (right to buy)	$ 0.5325	10/28/2026		A		259,572		⁽⁴⁾	⁽⁴⁾	Common Stock	259,572	⁽³⁾	259,572	I	By Kairos Venture Opportunities I, L.P. ⁽¹⁾ ⁽²⁾
Warrants (right to buy)	$ 0.5325	10/28/2026		A		75,738		⁽⁴⁾	⁽⁴⁾	Common Stock	75,738	⁽³⁾	75,738	I	By Kairos-Actuate SPV, L.P. ⁽¹⁾ ⁽²⁾
Warrants (right to buy)	$ 0.5325	10/28/2026		A		95,673		⁽⁴⁾	⁽⁴⁾	Common Stock	95,673	⁽³⁾	95,673	I	By Kairos SPV Fund, LLC ⁽¹⁾ ⁽²⁾

Explanation of Responses:

1. The securities of Actuate Therapeutics, Inc. ("Actuate") that are reported herein are held directly by Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC (collectively, the "Kairos Funds"). The Kairos Funds are managed and controlled by Kairos Venture Investments, LLC ("KVI"), subject to the Limited Partnership Agreements in place for each Kairos Fund. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of KVI and is a director on the board of directors of Actuate. James Demetriades is the Chief Executive Officer of KVI.

2. Each of KVI, Mr. Thomson and Mr. Demetriades may be deemed to indirectly beneficially own the securities of Actuate held directly by the Kairos Funds. Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

3. In consideration for an agreement between Actuate and the Kairos Funds pursuant to which the Kairos Funds agreed, subject to certain limited exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Actuate's common stock beneficially owned by them or any securities convertible into or exercisable or exchangeable for shares of Actuate's common stock for a period of two years from the close of Actuate's public offering of shares of common stock (the "Offering") on October 28, 2026, Actuate agreed to issue warrants to purchase 700,000 shares of Actuate's common stock in the aggregate (the "Warrants") to the Kairos Funds in the amounts reported herein subject to the closing of the Offering.

4. The Warrants were immediately exercisable upon issuance and expire five years after the closing of the Offering.

Remarks:

Todd Thomson serves as CFO/COO of Kairos Venture Investments, LLC and is a director on the board of directors of Actuate Therapeutics, Inc. ("Actuate"). Due to their relationship with Todd Thomson, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons other than Todd Thomson are deemed to be directors by deputization of Actuate.

	TODD THOMSON, Name: /s/ Todd Thomson	11/02/2026
	** Signature of Reporting Person	Date
	KAIROS VENTURE PARTNERS II, L.P., Name: /s/ James T Demetriades, Title: Authorized Signatory	11/02/2026
	** Signature of Reporting Person	Date
	KAIROS VENTURE OPPORTUNITIES I, LP, Name: /s/ James T Demetriades, Title: Authorized Signatory	11/02/2026
	** Signature of Reporting Person	Date
	KAIROS SPV FUND, LLC, Name: /s/ James T Demetriades, Title: Authorized Signatory	11/02/2026
	** Signature of Reporting Person	Date
	KAIROS-ACTUATE SPV, L.P., Name: /s/ James T Demetriades, Title: Authorized Signatory	11/02/2026
	** Signature of Reporting Person	Date
	KAIROS VENTURE INVESTMENT, LLC, Name: /s/ James T Demetriades, Title: Authorized Signatory	11/02/2026
	** Signature of Reporting Person	Date
	JAMES DEMETRIADES, Name: /s/ James Demetriades	11/02/2026
	** Signature of Reporting Person	Date
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