Actuate Therapeutics Names Konik as Underwriter, Discloses Newbridge Conflicts in $47.1M Offering
ACTU is trading near its 52-week low of $0.604 (15% above the low).
Summary
Actuate Therapeutics' FWP names Konik Capital Partners as underwriter for its $47.1 million offering and discloses Newbridge Securities' financial ties to Bios Fund III Entities, which hold 5.39 million shares of the company. The amended S-1 registers 65,000,000 shares at an assumed price of $0.6437, with major holders Bios and Kairos agreeing to two-year lock-ups in exchange for warrants to purchase 3,000,000 and 700,000 shares at 150% of the offering price.
Updated with an SEC S-1/A filing · What changed
Updates
· SEC S-1/A — The amended S-1 registers 65,000,000 shares at an assumed price of $0.6437, with major holders Bios and Kairos agreeing to two-year lock-ups in exchange for warrants to purchase 3,000,000 and 700,000 shares at 150% of the offering price.
Key Events · Financing and Capital Events · ACTU
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New · · SEC S-1/A
Lock-Up Agreements
Major holders Bios and Kairos agreed to two-year lock-ups in exchange for warrants to purchase 3,000,000 and 700,000 shares at 150% of the offering price.
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Updated · · SEC S-1/A
Offering Context
This FWP supplements the preliminary prospectus dated October 6, 2026, for an offering of up to $47.1 million in common stock. The amended S-1 registers 65,000,000 shares at an assumed price of $0.6437.
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Underwriter Named
Konik Capital Partners, LLC (a division of T.R. Winston & Company, LLC) is acting as underwriter for the offering of common stock.
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Newbridge Conflicts Disclosed
Newbridge Securities Corporation will receive shares for distribution, and its affiliate earns 40-50% of management fees and 20% of carried interest from Bios Fund III Entities, which own 5,389,922 shares of Actuate on a fully diluted basis.
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Prior Placement Agent Fees
Newbridge served as placement agent for approximately $7.1 million of Series C financing (Aug 2022-Jun 2023), receiving an 8.5% cash fee (~$0.6M), $30,000 expense reimbursement, and warrants to purchase 18,223 shares.
Analysis · ACTU · Life Sciences
This free writing prospectus adds material underwriting details to the S-1 filed two days ago. Konik Capital Partners is named as underwriter, and the filing discloses that Newbridge Securities — which will receive shares for distribution — has deep financial ties to Bios Fund III Entities, which own 5.39 million shares of Actuate on a fully diluted basis. Newbridge's affiliate earns 40-50% of management fees and 20% of carried interest from those funds, and Newbridge previously earned roughly $0.6 million in cash fees plus warrants from Actuate's Series C financing. These relationships create potential conflicts of interest in how the offering is priced and distributed, which matters for a company with a cash runway that ran out in September 2026 and an active Nasdaq delisting risk. The amended S-1 registers 65,000,000 shares at an assumed price of $0.6437, and major holders Bios and Kairos agreed to two-year lock-ups in exchange for warrants to purchase 3,000,000 and 700,000 shares at 150% of the offering price.
How filings like this one have moved
In the 30 days to Oct 14, 2026, 29.3% of the 1486 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.47%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, ACTU was trading at $0.69 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $17.4M. The 52-week trading range was $0.60 to $8.49. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.