SEC Comment Letter 0000000000-24-007004 to ACTUATE THERAPEUTICS, INC. (ACTU)
ACTUATE THERAPEUTICS, INC.
Date: June 18, 2024 · CIK: 0001652935 · Accession: 0000000000-24-007004
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-279734
Letter
United States securities and exchange commission logo June 18, 2024 Daniel Schmitt President and Chief Executive Officer Actuate Therapeutics, Inc. 1751 River Run, Suite 400 Fort Worth, TX 76107 Re:Actuate Therapeutics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 11, 2024 File No. 333-279734 Dear Daniel Schmitt: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our May 31, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1, Filed June 11, 2024 Capitalization, page 76 1.Please explain to us why your Capitalization table presents only total stockholders' (deficit) equity without providing a line item depicting total capitalization. 2.We note from your disclosures on page F-17 that your redeemable convertible preferred stock will automatically convert upon the closing of a public offering resulting in at least $100 million in gross proceeds. Given that the proceeds from your current offering are expected to be approximately $50 million, please tell us and revise your disclosure here to address how you determined it was appropriate to assume the automatic conversion of your redeemable convertible preferred stock in your pro forma presentation. Revise your presentation as needed. Similarly revise the related disclosures throughout your document that discuss the assumption that your preferred stock will convert immediately prior to the offering.
FirstName LastNameDaniel Schmitt Comapany NameActuate Therapeutics, Inc. June 18, 2024 Page 2 FirstName LastName Daniel Schmitt Actuate Therapeutics, Inc. June 18, 2024 Page 2 Please contact Eric Atallah at 202-551-3663 or Kevin Vaughn at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Janet Spreen, Esq.
Show Raw Text
United States securities and exchange commission logo
June 18, 2024
Daniel Schmitt
President and Chief Executive Officer
Actuate Therapeutics, Inc.
1751 River Run, Suite 400
Fort Worth, TX 76107
Re:Actuate Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 11, 2024
File No. 333-279734
Dear Daniel Schmitt:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 31, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1, Filed June 11, 2024
Capitalization, page 76
1.Please explain to us why your Capitalization table presents only total stockholders'
(deficit) equity without providing a line item depicting total capitalization.
2.We note from your disclosures on page F-17 that your redeemable convertible preferred
stock will automatically convert upon the closing of a public offering resulting in at least
$100 million in gross proceeds. Given that the proceeds from your current offering are
expected to be approximately $50 million, please tell us and revise your disclosure here to
address how you determined it was appropriate to assume the automatic conversion of
your redeemable convertible preferred stock in your pro forma presentation. Revise your
presentation as needed. Similarly revise the related disclosures throughout your document
that discuss the assumption that your preferred stock will convert immediately prior to the
offering.
FirstName LastNameDaniel Schmitt
Comapany NameActuate Therapeutics, Inc.
June 18, 2024 Page 2
FirstName LastName
Daniel Schmitt
Actuate Therapeutics, Inc.
June 18, 2024
Page 2
Please contact Eric Atallah at 202-551-3663 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Janet Spreen, Esq.