ACTUATE THERAPEUTICS, INC.
For the period ended May 21, 2026. Filed Apr 6, 2026.
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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 21, 2026 · Filed Apr 6, 2026
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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 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 21, 2026
Dear Stockholders:
You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Actuate Therapeutics, Inc. (the “Company”) to be held virtually on May 21, 2026 at 11:00 a.m., Eastern Daylight Time. The Annual Meeting can be accessed via the Internet at: www.virtualshareholdermeeting.com/ACTU2026.
At the Annual Meeting, stockholders will consider and vote on the following matters:
| 1. | The election of two Class II directors nominated by our board of directors, each to serve for a three-year term expiring at the 2029 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, 2026; 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 24, 2026 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 or voting instruction form and submitting your proxy by the Internet, telephone, or, if you receive a proxy card, by signing, dating and returning your proxy card. 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 6, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 21, 2026.
The Proxy Statement, Annual Report and Proxy Card are available at
www.proxyvote.com
TABLE OF CONTENTS
Page
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
|---|---|
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 7 |
| CORPORATE GOVERNANCE | 11 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE COMPENSATION | 19 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS* | 27 |
| PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 29 |
| OWNERSHIP OF SECURITIES | 32 |
| STOCKHOLDERS SHARING THE SAME ADDRESS | 34 |
| STOCKHOLDER PROPOSALS FOR OUR 2027 ANNUAL MEETING | 34 |
| OTHER MATTERS | 34 |
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1751 River Run, Suite 400
Fort Worth, Texas 76107
(847) 986-4190
PROXY STATEMENT
2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 21, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.