1 unchanged sentence
Matters and Issuer Purchases of Equity Securities.
+Added: Market Information
Our common stock, par value
−Removed: per share, has been publicly traded on the Nasdaq Global Market under the symbol “ACTU” since our initial public offering
−Removed: (“IPO”) on August 13, 2024.
−Removed: Prior to our IPO, there was no public market for our common stock.
−Removed: As of February 28, 2025, there
+Added: $0.000001 per share, commenced trading on the Nasdaq Global Market under the symbol “ACTU” since our IPO on August 13, 2024.
+Added: Holders of Common Stock
+Added: As of March 17, 2026, there
were 84 holders of record of our common stock.
1 unchanged sentence
of our common stock whose shares are held in the name of various dealers, clearing agencies, banks, brokers and other fiduciaries.
−Removed: We have never declared
−Removed: or paid any cash dividends on our capital stock.
−Removed: We intend to retain future earnings, if any, to finance the operation of our business
−Removed: and do not anticipate paying any cash dividends on our capital stock in the foreseeable future.
−Removed: Any future determination related to our
−Removed: dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations,
−Removed: current and anticipated capital requirements, business prospects and other factors our board of directors deems relevant, and subject
−Removed: to applicable laws and the restrictions contained in any future financing instruments.
+Added: We have never declared or
+Added: paid any cash dividends on our capital stock.
+Added: We intend to retain future earnings, if any, to finance the operation of our business and
+Added: do not anticipate paying any cash dividends on our capital stock in the foreseeable future.
+Added: Any future determination related to our dividend
+Added: policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, current
+Added: and anticipated capital requirements, business prospects and other factors our board of directors deems relevant, and subject to applicable
+Added: laws and the restrictions contained in any future financing instruments.
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: See Item 12 of Part III
−Removed: of this Report for information about our equity compensation plans which is incorporated by reference herein.
+Added: The following table provides
+Added: information as of December 31, 2025 with respect to shares of common stock that may be issued under our equity compensation plans.
+Added: Plan Category
+Added: Number of Securities to be Issued Upon the Exercise of Outstanding Options, Warrants and Rights
+Added: Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($/share)
+Added: Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
+Added: Equity compensation plans approved by stockholders
+Added: 2,476,830 (1)
+Added: 2,184,341 (3)
+Added: Equity compensation plans not approved by stockholders
+Added: (1) Consists of (i) options to purchase a total of 1,841,977 shares of common stock under the 2015 and 2024
+Added: Plans, (ii) 17,617 shares of our common stock that are subject to unvested RSAs under the 2015 Plan, and (iii) 617,236 shares of our common
+Added: stock that are subject to outstanding RSUs under the 2024 Plan.
+Added: (2) The weighted average exercise price is calculated based solely on outstanding stock options.
+Added: take into account the shares of our common stock subject to outstanding RSAs or RSUs, which have no exercise price.
+Added: (3) Consists of 2,184,341 shares of our common stock reserved for issuance under the 2024 Plan.
+Added: The 2024 Plan
+Added: provides for an annual increase on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1,
+Added: 2034, equal to the lesser of (A) 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately
+Added: preceding calendar year and (B) such smaller number of shares as is determined by the administrator.
+Added: Effective January 1, 2025, the number
+Added: of shares available for grant under the 2024 Plan increased by 976,581.
+Added: The 2015 Plan terminated prior to the Company’s IPO, and
+Added: no additional awards will be granted under the 2015 Plan.
+Added: Any outstanding awards under the 2015 Plan that are subsequently cancelled,
+Added: forfeited or expire will become available for grant under the 2024 Plan.
Performance Graph
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Recent Sales of Unregistered Securities
−Removed: 2024, we granted to certain of our employees (in connection with services provided to us by such persons) options to purchase 127,780
−Removed: shares of our common stock with a weighted average exercise price of $4.68 under the 2015 Stock Incentive Plan (“2015 Plan”).
−Removed: options and the common stock issuable upon the exercise of such options as described above were issued pursuant to written compensatory
−Removed: plans or arrangements with our employees, in reliance on the exemption from the registration requirements of the Securities Act provided
−Removed: by Rule 701 promulgated under the Securities Act.
−Removed: All recipients either received adequate information about us or had access, through
−Removed: employment or other relationships, to such information.
−Removed: On August 14, 2024, we filed a registration statement on Form S-8 under the Securities
−Removed: Act to register all of the shares of our common stock subject to outstanding options and all shares of our common stock otherwise issuable
−Removed: pursuant to our equity compensation plans.
−Removed: Use of Proceeds
−Removed: August 12, 2024, our registration statement on Form S-1 (File No.
−Removed: 333-279734) was declared effective by the SEC for our initial public
−Removed: On August 14, 2024, the Company completed the closing of its IPO of 2,800,000 shares of common stock at an initial offering
−Removed: price to the public of $8.00 per share, before the underwriters discount of $0.56 per share.
−Removed: Additionally, the underwriters exercised
−Removed: their Overallotment Option (as defined below) to purchase an additional 420,000 shares at the same price of $8.00 per share less the underwriters
−Removed: discount on September 12, 2024.
−Removed: The Company received net proceeds of approximately $22 million, after deducting discounts and commissions
−Removed: and other estimated offering expenses of approximately $3.7 million, in exchange for the issuance of 3,220,000 shares of common stock
−Removed: of the Company, including shares issued under the Overallotment Option.
−Removed: There has been no material change in the planned use of proceeds
−Removed: from that described in the final prospectus for our initial public offering filed with the SEC pursuant to Rule 424(b)(4) under the Securities
−Removed: Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole bookrunner and Newbridge Securities Corporation
−Removed: acted as co-manager in the offering.
+Added: the year ended December 31, 2025, we sold 539,967 shares of our common stock to B.
+Added: Riley Principal Capital II pursuant to a common stock
+Added: purchase agreement dated March 27, 2025 for the net proceeds of $3,800,465.
+Added: All shares of common stock issued and sold to B.
+Added: Riley Principal
+Added: Capital II were issued pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving a public offering.
+Added: the proceeding, we did not issue any equity securities during the year ended December 31, 2025 that were not registered under the Securities
+Added: Act and that have not otherwise been described in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Issuer Repurchases of Equity Securities
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.