ACTUATE THERAPEUTICS, INC.

As filed with the Securities and Exchange Commission on July 25, 2025

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549

FORMS-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Actuate Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

**1751 River Run, Suite 400

(817) 887-8455

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Daniel Schmitt

President and Chief Executive Officer

1751 River Run, Suite 400

(817) 887-8455

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Janet Spreen, Esq.

Baker & Hostetler LLP

127 Public Square, Suite 2000

Cleveland, Ohio 44114

Telephone: (216) 621-0200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 25, 2025

PRELIMINARY PROSPECTUS

ACTUATE THERAPEUTICS, INC.

1,332,994 Shares of Common Stock

This prospectus relates to the resale from time to time by the selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”) of up to an aggregate of 1,332,994 shares (the “Shares”) of common stock, par value $0.000001 per share (the “Common Stock”), of Actuate Therapeutics, Inc., a Delaware corporation (the “Company”), which consists of (i) 666,497 shares of Common Stock, and (ii) 666,497 shares of Common Stock issuable upon the exercise of warrants (the “Warrants” and the shares of Common Stock issuable upon the exercise of the Warrants, the “Warrant Shares”).

We will not receive any of the proceeds from the sale of the Shares by the Selling Stockholders. However, upon any exercise of the Warrants, we will receive the exercise price of such Warrants.

The Selling Stockholders may sell or otherwise dispose of the Shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Shares covered by this prospectus in the section entitled “Plan of Distribution.” For information on the Selling Stockholders, see the section entitled “Selling Stockholders.” Discounts, concessions, commissions and similar selling expenses attributable to the sale of Shares covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Shares with the Securities and Exchange Commission (the “SEC”).

Our Common Stock is currently listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “ACTU.” On July 24, 2025, the last reported sales price of our Common Stock, as reported on Nasdaq, was $6.99 per share.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings. See “Prospectus Summary-Emerging Growth Company and Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 8 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

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