ACTUATE THERAPEUTICS, INC. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock, par value $0.000001 per share, commenced trading on the Nasdaq Global Market under the symbol “ACTU” since our IPO on August 13, 2024. Holders of Common Stock As of March 17, 2026, there were 84 holders of record of our common stock. This number was derived from our shareholder records and does not include beneficial owners of our common stock whose shares are held in the name of various dealers, clearing agencies, banks, brokers and other fiduciaries. Dividends We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation of our business and do not anticipate paying any cash dividends on our capital stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, current and anticipated capital requirements, business prospects and other factors our board of directors deems relevant, and subject to applicable laws and the restrictions contained in any future financing instruments. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of December 31, 2025 with respect to shares of common stock that may be issued under our equity compensation plans. Plan Category (a) Number of Securities to be Issued Upon the Exercise of Outstanding Options, Warrants and Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($/share) (c) Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) Equity compensation plans approved by stockholders 2,476,830 (1) $ 6.51 (2) 2,184,341 (3) Equity compensation plans not approved by stockholders – – – Total 2,476,830 – 2,184,341 (1) Consists of (i) options to purchase a total of 1,841,977 shares of common stock under the 2015 and 2024 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 stock that are subject to outstanding RSUs under the 2024 Plan. (2) The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock subject to outstanding RSAs or RSUs, which have no exercise price. (3) Consists of 2,184,341 shares of our common stock reserved for issuance under the 2024 Plan. The 2024 Plan provides for an annual increase on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 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 preceding calendar year and (B) such smaller number of shares as is determined by the administrator. Effective January 1, 2025, the number of shares available for grant under the 2024 Plan increased by 976,581. The 2015 Plan terminated prior to the Company’s IPO, and no additional awards will be granted under the 2015 Plan. Any outstanding awards under the 2015 Plan that are subsequently cancelled, forfeited or expire will become available for grant under the 2024 Plan. 67 Performance Graph Not applicable. Recent Sales of Unregistered Securities During the year ended December 31, 2025, we sold 539,967 shares of our common stock to B. Riley Principal Capital II pursuant to a common stock purchase agreement dated March 27, 2025 for the net proceeds of $3,800,465. All shares of common stock issued and sold to B. Riley Principal Capital II were issued pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving a public offering. Except for the proceeding, we did not issue any equity securities during the year ended December 31, 2025 that were not registered under the Securities 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 None. Item 6. [Reserved].