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ACTUATE THERAPEUTICS, INC.

For the period ended May 22, 2025. Filed Apr 8, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2025 · Filed Apr 8, 2025

ACTU$0.33+0.6%Stored close · as of Nov 6, 2026
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DEF 14A 1 actuate_def14a.htm DEFINITIVE PROXY

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

ACTUATE THERAPEUTICS, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1751 River Run, Suite 400

Fort Worth, Texas 76107

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 22, 2025

Dear Stockholders:

You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Actuate Therapeutics, Inc. (the “Company”) to be held virtually on May 22, 2025 at 10:30 a.m., Eastern Daylight Time. The Annual Meeting can be accessed via the Internet at: www.virtualshareholdermeeting.com/ACTU2025.

At the Annual Meeting, stockholders will consider and vote on the following matters:

1.The election of three Class I directors nominated by our board of directors, each to serve for a three-year term expiring at the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
2.The ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
3.The transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 25, 2025 will be entitled to notice of and to vote at the Annual Meeting or any adjournment of the Annual Meeting.

The Annual Meeting will be held in a virtual-only meeting format, via a live webcast that will provide stockholders with the ability to participate and vote their shares.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible by following the instructions in the notice of availability and submitting your proxy by the internet, telephone, or by signing, dating and returning your proxy card or voting instruction form. Thank you for your ongoing support and continued interest in Actuate Therapeutics, Inc.

By Order of the Board of Directors,

Daniel M. Schmitt

President and Chief Executive Officer

Fort Worth, Texas

April 8, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 22, 2025.

The Proxy Statement and Proxy Card are available at

www.proxyvote.com

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.