ACTUATE THERAPEUTICS, INC.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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Item 1. Financial Statements
| Item 1. | Financial Statements |
Condensed Consolidated Balance Sheets
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| (unaudited) | ||
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $4,425,841 | $13,159,423 |
| Prepaid assets and other current assets | 322,100 | 483,996 |
| Total current assets | 4,747,941 | 13,643,419 |
| Deferred offering costs and other assets | 451,398 | 392,491 |
| Total assets | $5,199,339 | $14,035,910 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities: | ||
| Accounts payable | $1,076,691 | $1,524,190 |
| Other accrued expenses | 2,304,621 | 3,567,404 |
| Accrued compensation | 386,741 | 588,304 |
| Accrued interest, current | 37,143 | 27,018 |
| Total current liabilities | 3,805,196 | 5,706,916 |
| Long term liabilities: | ||
| License payable | 404,991 | 404,991 |
| Total long-term liabilities | 404,991 | 404,991 |
| Total liabilities | 4,210,187 | 6,111,907 |
| Commitments and contingencies (Note 4) | – | |
| Stockholders’ equity: | ||
| Preferred stock, $0.000001 par value, 10,000,000 shares authorized, no shares issued or outstanding | – | – |
| Common stock, $0.000001 par value, 200,000,000 shares authorized, 24,013,577 and 23,245,203 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | 24 | 23 |
| Additional paid-in capital | 166,089,213 | 162,531,681 |
| Accumulated deficit | (165,100,085) | (154,607,701) |
| Total stockholders’ equity | 989,152 | 7,924,003 |
| Total liabilities and stockholders’ equity | $5,199,339 | $14,035,910 |
Condensed Consolidated Statements of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Operating expenses: | ||||
| Research and development | $2,066,825 | $2,764,805 | $4,632,069 | $5,985,124 |
| General and administrative | 2,839,763 | 3,204,072 | 5,980,475 | 6,349,337 |
| Total operating expenses | 4,906,588 | 5,968,877 | 10,612,544 | 12,334,461 |
| Loss from operations | (4,906,588) | (5,968,877) | (10,612,544) | (12,334,461) |
| Other income (expense): | ||||
| Interest expense | (5,063) | (5,062) | (10,125) | (10,125) |
| Interest income | 45,016 | 24,534 | 130,285 | 78,157 |
| Total other income, net | 39,953 | 19,472 | 120,160 | 68,032 |
| Net loss | $(4,866,635) | $(5,949,405) | $(10,492,384) | $(12,266,429) |
| Weighted-average shares of common stock outstanding, basic and diluted | 23,871,850 | 19,646,475 | 23,705,417 | 19,572,564 |
| Net loss per share attributable to common stockholders, basic and diluted | $(0.20) | $(0.30) | $(0.44) | $(0.63) |
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
For the Six Months Ended June 30, 2026
| Additional · Total | |||||
|---|---|---|---|---|---|
| Common Stock · Paid-in · Accumulated · Stockholders’ | |||||
| Shares | Amount | Capital | Deficit | Equity | |
| Balances, January 1, 2026 | 23,245,203 | $23 | $162,531,681 | $(154,607,701) | $7,924,003 |
| Issuance of shares under At-the-Market facility, net of issuance costs of $13,977 | 198,793 | – | 518,971 | – | 518,971 |
| Issuance of vested and settled restricted stock units | 339,555 | 1 | (1) | – | – |
| Shares of common stock withheld related to net settlement of restricted stock units | (121,874) | – | (527,716) | – | (527,716) |
| Issuance of restricted shares in exchange for services | 50,000 | – | 138,500 | – | 138,500 |
| Stock-based compensation expense | – | – | 1,356,389 | – | 1,356,389 |
| Net loss | – | – | – | (5,625,749) | (5,625,749) |
| Balances, March 31, 2026 | 23,711,677 | 24 | 164,017,824 | (160,233,450) | 3,784,398 |
| Issuance of shares under At-the-Market facility, net of issuance costs of $40,118 | 299,400 | – | 730,620 | – | 730,620 |
| Issuance of vested and settled restricted stock units | 2,500 | – | – | – | – |
| Stock-based compensation expense | – | – | 1,340,769 | – | 1,340,769 |
| Net loss | – | – | – | (4,866,635) | (4,866,635) |
| Balances, June 30, 2026 | 24,013,577 | $24 | $166,089,213 | $(165,100,085) | $989,152 |
For the Six Months Ended June 30, 2025
| Total | |||||
|---|---|---|---|---|---|
| Additional · Stockholders’ | |||||
| Common Stock · Paid-in · Accumulated · Equity | |||||
| Shares | Amount | Capital | Deficit | (Deficit) | |
| Balances, January 1, 2025 | 19,531,636 | $20 | $132,484,015 | $(132,379,849) | $104,186 |
| Stock-based compensation expense | – | – | 1,125,101 | – | 1,125,101 |
| Net loss | – | – | – | (6,317,024) | (6,317,024) |
| Balances, March 31, 2025 | 19,531,636 | 20 | 133,609,116 | (138,696,873) | (5,087,737) |
| Issuance of shares under June 2025 Private Placement, net of issuance costs of $43,933 | 666,497 | – | 4,621,546 | – | 4,621,546 |
| Issuance of shares under Committed Equity Facility, net of issuance costs of $343,848 | 256,429 | – | 2,148,506 | – | 2,148,506 |
| Exercise of stock option awards | 15,942 | – | 34,115 | – | 34,115 |
| Stock-based compensation expense | – | – | 1,579,271 | – | 1,579,271 |
| Net loss | – | – | – | (5,949,405) | (5,949,405) |
| Balances, June 30, 2025 | 20,470,504 | $20 | $141,992,554 | $(144,646,278) | $(2,653,704) |
Condensed Consolidated Statements of Cash Flows
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Operating Activities: | ||
| Net loss | $(10,492,384) | $(12,266,429) |
| Adjustment to reconcile net loss to net cash used in operating activities: | ||
| Stock-based compensation expense | 2,697,158 | 2,704,372 |
| Issuance of restricted shares in exchange for services | 138,500 | – |
| Interest accrued on license payable | 10,125 | 10,125 |
| Changes in operating assets and liabilities: | ||
| Prepaid assets and other current assets | 161,896 | 370,375 |
| Other assets | – | 110,548 |
| Accounts payable | (473,399) | 1,130,116 |
| Accrued compensation | (201,563) | 499,669 |
| Other accrued expenses | (1,262,783) | (1,351,277) |
| Net cash used in operating activities | (9,422,450) | (8,792,501) |
| Financing Activities: | ||
| Proceeds from sale of shares under At-the-Market Facility, net | 1,251,213 | – |
| Payment of taxes from withholding of common stock on settlement of restricted stock units | (527,716) | – |
| Proceeds from issuance of shares of common stock under June 2025 Private Placement, net of issuance costs of $43,933 | – | 4,621,546 |
| Proceeds from issuance of shares of common stock under the Committed Equity Facility, net of issuance costs of $343,848 | – | 2,163,100 |
| Proceeds from the exercise of stock options | – | 34,115 |
| Deferred offering costs | (34,629) | (175,226) |
| Net cash provided by financing activities | 688,868 | 6,643,535 |
| Net change in cash and cash equivalents | (8,733,582) | (2,148,966) |
| Cash and cash equivalents, beginning of period | 13,159,423 | 8,641,622 |
| Cash and cash equivalents, end of period | $4,425,841 | $6,492,656 |
| Supplemental disclosure of cash flow information: | ||
| Cash paid for interest | $– | $– |
| Cash paid for income taxes | $800 | $800 |
| Supplemental Schedule of Noncash Financing Activities: | ||
| Deferred offering costs charged against At-the-Market Facility | $1,622 | $– |
| Deferred offering costs, unpaid and accrued | $25,900 | $119,710 |
| Deferred offering costs charged against Committed Equity Facility | $– | $14,594 |
See accompanying notes to unaudited condensed consolidated financial statements.** **
Notes to the Condensed Consolidated Financial Statements
For The Three and Six Months Ended June 30, 2026 (unaudited)
| 1. | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
Actuate Therapeutics, Inc. (the “Company”) was incorporated in the State of Delaware on January 16, 2015 and is headquartered in Fort Worth, Texas. The Company is a clinical-stage biopharmaceutical company focused on developing novel therapies for the treatment of cancers through the inhibition of glycogen synthase kinase-3 (“GSK-3”). The Company’s lead investigational product, elraglusib (formerly 9-ING-41), is a small molecule that is designed to enter cancer cells and block the function of the enzyme GSK-3β, thereby causing the death of the cancer cells and the regulation of anti-tumor immunity.
The Company has a 100%-owned Irish subsidiary, Actuate Therapeutics Limited, that is currently dormant.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP for complete financial statements. Because all of the disclosures required by U.S. GAAP for complete financial statements are not included herein, these unaudited condensed consolidated financial statements and the notes accompanying them should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 26, 2026.
Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
Going Concern and Management’s Plans
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2026, the Company had cash and cash equivalents of $4,425,841 and working capital of $942,745. The Company has not generated any revenue and has incurred recurring operating losses since inception. The Company expects to continue to incur losses for the foreseeable future and therefore the Company’s ability to continue its operations is highly dependent on its ability to raise additional capital in the near term to fund its future operations.
On November 28, 2025, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. and Craig-Hallum Capital Group LLC (each a “Sales Agent” and collectively the “Sales Agents”) with respect to an “at the market” offering program (the “ATM Facility”), under which the Company may, from time to time, at its sole discretion, issue and sell through the Sales Agents, up to $100 million of shares of common stock. Pursuant to the ATM Agreement, the Company may sell the shares through the Sales Agents by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act. The Sales Agents will use commercially reasonable efforts consistent with their normal trading and sales practices to sell the shares from time to time, based upon instructions from us, including any price or size limits or other customary parameters or conditions we may impose. The Company will pay the Sales Agents a commission of up to 3.0% of the gross sales proceeds of any common stock sold through the Sales Agents under the ATM Agreement and also has provided the Sales Agents with customary indemnification rights. During the six months ended June 30, 2026, the Company sold 498,193 shares of common stock at a weighted-average price of $2.66 per share, for net proceeds of $1,249,591 under the ATM Facility. As of June 30, 2026, the Company had approximately $98.7 million in remaining capacity under its ATM Facility (see Note 6).
On March 27, 2025, the Company entered into a common stock purchase agreement (the “Committed Equity Facility”) with B. Riley Principal Capital II (“B. Riley”) giving the Company the right, but not the obligation, to sell to B. Riley over a 36-month period up to the lesser of (i) $50 million of newly issued shares of our common stock and (ii) 3,904,374 shares of the Company’s common stock (see Note 6). The price per share of common stock sold to B. Riley is determined by reference to the volume-weighted average price of the Company’s common stock as defined within the Committed Equity Facility, less a 3% discount, subject to certain limitations and conditions. The total net proceeds that the Company will receive under the Committed Equity Facility will depend on the quantity, frequency, and prices at which the Company sells common stock to B. Riley. During the six months ended June 30, 2026, the Company didnot issue any shares of common stock under the Committed Equity Facility (see Note 6).
There can be no assurance that the Company will be able to raise sufficient proceeds in the future under the ATM Facility or the Committed Equity Facility, or that any other financing will be available to the Company on acceptable terms, if at all.
Management anticipates, based on currently proposed plans and assumptions, that our cash and cash equivalents on hand will not satisfy the Company’s operational and capital requirements beyond September 2026 without raising additional capital. As the Company executes its business plan, it plans to seek financing for its operations through equity offerings, debt financings, or other capital sources. The Company’s ability to raise additional capital may be adversely impacted by business conditions, global economic conditions, disruptions to, and volatility in, the financial markets in the United States and worldwide, among other matters, and it may not obtain this necessary capital when needed on acceptable terms, or at all. If events or circumstances occur such that the Company does not obtain additional funding, it may be necessary to significantly reduce our scope of operations to reduce the current rate of spending through actions such as the need to delay, limit, reduce, grant rights to develop or terminate its product development or even cease operations, which could have a material adverse effect on the Company’s business, results of operations or financial condition. Based on the above matters, we have concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The Company’s significant accounting policies are disclosed in the audited financial statements and the notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 26, 2026. Since the date of such audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies.
Principles of Consolidation
The consolidated financial statements include the accounts of Actuate Therapeutics, Inc. and its wholly owned subsidiary, Actuate Therapeutics Limited. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures in the accompanying notes, including stock-based compensation expense, accrued expenses (including accrued expenses related to research and development (“R&D”) as described below), and the recoverability of the Company’s net deferred tax assets and related valuation allowance. The Company bases its estimates, assumptions and judgments on historical experience when available and on various factors that it believes to be reasonable under the circumstances as of the date of the accompanying consolidated financial statements. In addition, other factors may affect estimates, including the expected business and operational changes, the sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ materially from the estimates and assumptions used in the preparation of the accompanying consolidated financial statements under different assumptions or conditions.
Accrued Expenses Related to R&D Expenses
As part of the process of preparing our consolidated financial statements, we are required to estimate our R&D expenses as of each balance sheet date. This process involves reviewing open contracts, including clinical site contracts, and communicating with our personnel to identify services that have been performed on our behalf, and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. We make estimates of our R&D expenses as of each balance sheet date based on facts and circumstances known to us at that time. The significant estimates in our R&D expenses include the costs incurred for services performed by our vendors in connection with services for which we have not yet been invoiced. We base our expenses related to R&D activities on our estimates of the services received and efforts expended pursuant to quotes and contracts with contractors and vendors that conduct R&D on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows. Advance payments for goods and services that will be used in future R&D activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Although we do not expect our estimates to be materially different from amounts actually incurred, if our estimates of the status and timing of services performed differ from the actual status and timing of services performed, it could result in us reporting amounts that are too high or too low in any particular period. To date, there have been no material differences between our estimates of such expenses and the amounts actually incurred.
Segment Reporting and Geographic Concentrations
The Company manages its operations as asingle operating segment in the U.S. (see Note 10).
Fair Value of Financial Instruments
Authoritative guidance requires disclosure of the fair value of financial instruments. The Company applies fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate their estimated fair values primarily due to the short-term nature of the instruments or based on information obtained from market sources and management estimates. The Company measures the fair value of certain of its financial liabilities on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values.
Financial assets and liabilities carried at fair value, which is not equivalent to cost, will be classified and disclosed in one of the following three categories:
| · | Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities; |
| · | Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and |
| · | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. |
The Company reviews the fair value hierarchy classification at each reporting date. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of June 30, 2026 and December 31, 2025, there were no financial assets or liabilities carried at fair value which were not equivalent to cost.
Comprehensive Loss
There were no differences between net loss and comprehensive loss presented in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025.
Net Loss Per Share Attributable to Common Stockholders
Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, unvested RSAs, outstanding stock options and RSUs are considered to be potentially dilutive securities when outstanding (see Note 9). Because the Company has reported a net loss for the reporting periods presented, the diluted net loss per common share is the same as basic net loss per common share for those periods.
Recently Issued Accounting Standards Not Yet Adopted
Accounting standards not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s unaudited condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. This amended guidance requires disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated. This standard becomes effective for reporting companies with annual reporting periods beginning after December 15, 2026, and requires prospective application with an option to apply it retrospectively. The Company anticipates adopting this standard in its Annual Report on Form 10-K for the year ending December 31, 2027. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
| 3. | OTHER ACCRUED EXPENSES |
Other accrued expenses as of June 30, 2026 and December 31, 2025 consisted of the following:
| Schedule of other accrued expenses | ||
|---|---|---|
| June 30, 2026 | December 31, 2025 | |
| Accrued clinical study costs | $1,939,501 | $3,169,433 |
| Other accrued expenses | 365,120 | 397,971 |
| Total other accrued expenses | $2,304,621 | $3,567,404 |
| 4. | COMMITMENTS AND CONTINGENCIES |
Operating Lease
On December 1, 2024, the Company rented office space on a month-to-month basis with no long-term commitment, representing a short-term lease. As a result, the Company has elected to apply the short-term lease exemption to its office lease and therefore has not recorded a right of use (“ROU”) asset and related lease liability in accordance with ASC 842,Leases (“ASC 842”). Rent expense recorded during the three and six months ended June 30, 2026 was $13,100 and $26,000, respectively, which amounts are included in general and administrative expenses in the accompanying unaudited condensed consolidated statement of operations. For the three and six months ended June 30, 2025, rent expense was $12,800 and $25,400, respectively.
Legal
The Company may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of its business. Such matters are subject to many uncertainties and outcomes and are not predictable with certainty. While management believes that such matters are currently insignificant, matters arising in the ordinary course of business in which the Company is or could become involved in litigation may have a material adverse effect on its business and financial condition. To the Company’s knowledge, the Company is not subject to any ongoing or pending legal proceedings.
Indemnities and Guarantees
We have made certain indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. We indemnify our officers and directors to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying unaudited condensed consolidated balance sheets.
| 5. | LICENSES AND AGREEMENTS |
UIC License Agreement
On April 6, 2015, the Company entered into an Exclusive License Agreement with Equity (the “UIC License Agreement”) with The Board of Trustees of the University of Illinois (“UIC”), whereby, UIC granted the Company (a) an exclusive, non-transferable license, with the right to sublicense under UIC’s rights in the Patent Rights (as defined in the UIC License Agreement), and (b) a non-exclusive, non-transferable worldwide license, with the right to sublicense, to use UIC’s rights in the Technical Information (as defined in the UIC License Agreement) for all uses. In consideration of the license granted under the UIC License Agreement, the Company agreed to pay UIC (i) development milestones of up to $1.25 million, of which, up to $0.25 million is due upon the progress of clinical studies and $1.0 million is due upon the initiation of commercial sales, (ii) annual minimum royalty payments, increasing to $50,000 in year six and each year thereafter, (iii) royalty on net sales for product covered under the Patent Rights in the low single digits with a 50% reduction in royalties for products solely utilizing Technical Information, (iv) a declining percentage of sublicensing revenue based on the escalating stage of development upon a sublicensing event, and (v) the reimbursement of all patent and related expenses incurred by UIC covering the Patent Rights. For the three and six months ended June 30, 2026, the Company incurred minimum royalty expenses to UIC in the aggregate amount of $50,000 and $56,851, respectively, which amounts were included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. For the three and six months ended June 30, 2025, the Company incurred minimum royalty expenses and other reimbursable expenses to UIC in the aggregate amount of $50,055 and $58,158, respectively, which amounts were included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.
In addition, the Company entered into a sublicense and collaboration agreement dated August 28, 2017 with an unrelated entity that was covered under the UIC License Agreement, which sublicense agreement was later terminated on January 31, 2018. Under the UIC License Agreement, the Company owed UIC a certain percentage of amounts received under the sublicense agreement in the amount of $449,990. The Company paid UIC 10% of the sublicense fees in the amount of $44,999 and the remaining unpaid balance of $404,991 (“Deferred Amount”) was originally due and payable to UIC in two installments: 50% due and payable on the one-year anniversary from the first commercial sale and 50% due on the second-year anniversary from the first commercial sale. The Deferred Amount is treated as debt and continues to accrue interest at a rate of five percent (5%) per annum, representing the prime rate as of the date of the agreement plus 1%. On July 16, 2024, the Company and UIC entered into an amendment to the UIC License Agreement (“UIC Amendment”). Interest is due and payable annually within 30 days following the second anniversary of the closing of the IPO and annually thereafter. In addition, the UIC Amendment provides for payment of the Deferred Amount and any accrued interest thereon upon the sooner of (i) termination of the UIC License Agreement by the Company, (ii) the Company ceases development of the licensed UIC technology, (iii) the Company consummates a Change in Control (as defined in the UIC License Agreement), (iv) the Company sublicenses the licensed technology or the developed product, (v) the one-year anniversary following approval of a NDA of a licensed product, or (vi) the Company executes a partnership agreement with any entity resulting in the payment to us above a specified milestone amount or the Company secures cumulative financing equal to or exceeding $200 million. In addition, the UIC Amendment provides that to the extent the Company secures equity financing equal to or exceeding $85 million through its IPO or otherwise, 50% of the Deferred Amount is due and payable within 30 days. The remaining 50% of the Deferred Amount shall be due and payable upon the first to occur of any of the events noted above in clauses (i) through (vi). Finally, the UIC Amendment provides that for as long as the Company or a sublicensee is selling the licensed product, the Company will pay all consideration provided for in the original UIC License Agreement and described above until the last to expire market exclusivity date, the period of which for all products in a jurisdiction will not exceed a total of seven (7) years beginning with the date regulatory approval is granted for the first licensed product in the jurisdiction, and such obligation will survive termination of the UIC License Agreement.
As of June 30, 2026 and December 31, 2025, interest payable to UIC was $37,143 and $27,018, respectively, included in the accompanying unaudited condensed consolidated balance sheets.
| 6. | STOCKHOLDERS’ EQUITY |
Authorized and Issued Capital
The Company’s authorized capital consists of 200,000,000 shares of common stock, $0.000001 par value per share, and 10,000,000 shares of preferred stock, $0.000001 par value per share. As of June 30, 2026 and December 31, 2025, there were 24,013,577 and 23,245,203 shares of common stock issued and outstanding, respectively. There wereno shares of preferred stock outstanding as of June 30, 2026 or December 31, 2025.
Funding Agreements
November 2025 ATM Facility
During the six months ended June 30, 2026, the Company sold 498,193 shares of common stock at a weighted-average price of $2.66 per share for net proceeds of $1,249,591, before the amortization of deferred offering costs of $1,622, under the ATM Facility. As of June 30, 2026, the Company had approximately $98.7 million in remaining capacity under its ATM Facility (see Note 1).
Committed Equity Facility
On March 27, 2025, the Company entered into a Committed Equity Facility with B. Riley giving the Company the right, but not the obligation, to sell to B. Riley over a 36-month period up to the lesser of (i) $50 million of newly issued shares of our common stock and (ii) 3,904,374 shares of the Company’s common stock. The price per share of common stock sold to B. Riley is determined by reference to the daily volume-weighted average price of the Company’s common stock as defined within the Committed Equity Facility less a 3% discount, subject to certain limitations and conditions, as calculated on each day the Company sells shares of its common stock under the Committed Equity Facility. The total net proceeds that the Company will receive under the Committed Equity Facility will depend on the quantity, frequency and prices at which the Company sells common stock to B. Riley. During the six months ended June 30, 2026, there wereno sales to B. Riley under the Committed Equity Facility.
Issuance of Common Stock for Non-Cash Consideration
The Company measures and recognizes compensation expense for share-based stock awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. The Company didnot issue any shares of restricted common stock during the three months ended June 30, 2026. During the three months ended March 31, 2026, the Company issued 50,000 shares of restricted common stock that immediately vested in exchange for services provided to the Company and recorded a non-cash expense of $138,500 based on the fair market value of the restricted stock award on the issuance date, which amount was included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.
Reserved Shares
As of June 30, 2026, the Company reserved the following shares of common stock for issuance upon the (i) exercise of outstanding warrants, (ii) issuance of shares reserved under the Committed Equity Facility, (iii) exercise of issued and outstanding stock option awards and restricted stock unit awards, and (iv) to reserve the remaining shares available for grant under the 2024 Stock Incentive Plan (“2024 Plan”):
| Schedule of reserved shares of common stock for issuance | |
|---|---|
| Shares of common stock reserved under the Committed Equity Facility | 3,364,407 |
| Shares reserved for issuance under the 2024 Plan | 2,432,742 |
| Stock option awards issued and outstanding | 2,755,836 |
| Warrants issued and outstanding to purchase common stock | 922,096 |
| Restricted stock unit awards issued and outstanding | 275,181 |
| Total | 9,750,262 |
The number of shares of common stock reserved for issuance above excludes shares available for issuance under the ATM Facility.
| 7. | WARRANTS |
As of June 30, 2026, the following warrants to purchase shares of common stock were outstanding:
| Schedule of warrant outstanding | |||
|---|---|---|---|
| Warrants Outstanding | Exercise Price per Share | Expiry Date | |
| June 2025 Private Placement Warrants | 666,497 | $7.00 | Warrant Expiry Date (defined below) |
| Underwriter warrants issued under IPO | 161,000 | $10.00 | August 12, 2027 |
| Warrants originally issued in conjunction with Series B Redeemable Convertible Preferred Stock | 76,376 | $10.55 | August 13, 2026 |
| Warrants originally issued in conjunction with Series C Redeemable Convertible Preferred Stock | 18,223 | $9.42 | August 13, 2026 |
| Total | 922,096 | ||
June 2025 Private Placement Warrant
On June 25, 2025, the Company entered into a securities purchase agreement for a private placement of common stock and warrants with certain institutional and accredited investors, including Bios 2024 Co-Invest, LP. Dr. Aaron G.L. Fletcher, the Chairman of the Company’s Board of Directors, is a Managing Partner and co-founder of Bios Partners, of which Bios 2024 Co-Invest, LP is an affiliate entity. Upon closing of the private placement on June 27, 2025, the Company issued warrants to purchase up to an aggregate of 666,497 shares of common stock at an exercise price of $7.00 per share. The warrants are exercisable on a cash only basis at any time after the date of issuance and expire 20 days following the earliest to occur of (i) the U.S. Food and Drug Administration (“FDA”) issuing Breakthrough Therapy Designation (“BTD”) for elraglusib and (ii) the date that the FDA provides written communication available to the Company of its determination as to whether the Company may pursue registration for elraglusib using its currently available Phase 2 data or data from a future Phase 3 clinical study (“Warrant Expiry Date”).
| 8. | EQUITY COMPENSATION PLANS |
Stock Incentive Plans
Our board of directors adopted and our stockholders approved our 2024 Plan, which became effective on August 12, 2024. The purpose of the 2024 Plan is to enhance the Company’s ability to attract, retain and motivate individuals by providing these individuals with equity ownership and incentive opportunities. All of the Company’s employees, as well as all of the Company’s non-employee directors and other consultants, advisors and other persons who provide services to the Company are eligible to receive incentive awards under the 2024 Plan, including stock options grants, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other awards. Up to 3,316,444 shares of common stock were originally reserved for future issuance under the 2024 Plan, which number included 496,801 shares of common stock reserved for issuance under the 2015 Plan as of the closing date of the IPO. In addition, the number of shares of common stock available for issuance under the 2024 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2025 and ending on and including January 1, 2034 equal to the lesser of (i) 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board. Effective January 1, 2026, the number of shares of common stock reserved for issuance under the 2024 Plan increased by 1,162,260 pursuant to the aforementioned evergreen provision. As of June 30, 2026, there were 2,432,742 shares available for grant under the 2024 Plan.
In addition, the Company had previously adopted the 2015 Stock Incentive Plan (the “2015 Plan”). As of June 30, 2026, there were 347,600 stock options outstanding and 12,568 unvested RSAs outstanding under the 2015 Plan. On August 12, 2024, the effective date of the 2024 Plan, there were no remaining shares available for grant under the 2015 Plan.
Restricted Stock Awards
There were no RSAs granted during the six months ended June 30, 2026. At June 30, 2026, the total estimated unrecognized compensation cost related to unvested service-based RSAs and unvested performance based RSAs was approximately $400 and $42,000, respectively. The unrecognized cost related to service-based RSAs is expected to be recognized over the remaining weighted average vesting period of 0.02 years. The unrecognized cost related to performance-based RSAs will be recognized ratably over the performance period based upon the probable number of shares expected to vest. During the six months ended June 30, 2026 and 2025, there was no expense recorded for the outstanding performance-based RSAs.
The following summarizes our RSAs transaction activity for six months ended June 30, 2026:
| Schedule of RSAs transaction activity | ||
|---|---|---|
| Restricted Common Stock Award Shares | Weighted Average Grant Date Fair Value ($) | |
| Unvested balance at December 31, 2025 | 17,617 | 3.10 |
| Granted | – | – |
| Vested | (5,049) | 2.11 |
| Forfeited | – | – |
| Unvested balance at June 30, 2026 | 12,568 | 3.50 |
Restricted Stock Units
At June 30, 2026, the total estimated unrecognized compensation cost related to unvested RSUs was approximately $321,000. This cost is expected to be recognized over the remaining weighted average vesting period of 0.13 years.
The following summarizes our RSUs transaction activity for the six months ended June 30, 2026:
| Schedule of RSUs transaction activity | ||
|---|---|---|
| Restricted Common Stock Unit Shares | Weighted Average Grant Date Fair Value ($) | |
| Outstanding at December 31, 2025 | 617,236 | 9.13 |
| Granted | – | – |
| Vested and settled | (342,055) | 9.14 |
| Forfeited | – | – |
| Outstanding at June 30, 2026 | 275,181 | 9.13 |
| Unvested at June 30, 2026 | 275,181 | 9.13 |
During the six months ended June 30, 2026, the Company withheld 121,874 shares of common stock related to the net settlement of certain RSUs that settled during the period to cover the withholding of taxes in the amount of $527,716.
Stock Options
The following summarizes our stock option transaction activity for the six months ended June 30, 2026:
| Schedule of stock option transaction activity | ||
|---|---|---|
| Number of Stock Options | Grant Date Weighted Average Exercise Price ($) | |
| Outstanding at December 31, 2025 | 1,841,977 | 6.51 |
| Options granted | 950,000 | 2.48 |
| Options exercised | – | – |
| Options canceled and forfeited | (36,141) | 4.85 |
| Outstanding at June 30, 2026 | 2,755,836 | 5.14 |
As of June 30, 2026, total unrecognized stock-based compensation cost related to stock options was approximately $5,940,000. This cost is expected to be recognized over the weighted average remaining period of 1.42 years.
The following table provides the assumptions used in determining the estimated fair value of stock option awards granted during the six months ended June 30, 2026:
| Schedule of assumptions | |
|---|---|
| Expected volatility | 99.95% |
| Risk-free interest rate | 4.03% |
| Expected dividend yield | 0.00% |
| Expected term (in years) | 6.01 |
The following table summarizes the stock-based compensation expense recorded in the accompanying unaudited condensed consolidated statements of operations during the three and six months ended June 30, 2026 and 2025:
| Schedule of stock-based compensation expense | ||||
|---|---|---|---|---|
| Three Months Ended June 30, | Six Months Ended June 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Research and development | $195,048 | $88,363 | $351,718 | $217,289 |
| General and administrative | 1,145,721 | 1,490,908 | 2,345,440 | 2,487,083 |
| Total | $1,340,769 | $1,579,271 | $2,697,158 | $2,704,372 |
The Company has not recognized and does not expect to recognize in the near future, any tax benefit related to employee stock-based compensation expense as a result of the full valuation allowance related to its net deferred tax assets.
| 9. | Net Loss Per Share Attributable to Common Stockholders |
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders during the three and six months ended June 30, 2026 and 2025:
| Schedule of computation of basic and diluted net loss per share attributable to common stockholders | ||||
|---|---|---|---|---|
| Three Months Ended June 30, | Six Months Ended June 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net loss | $(4,866,635) | $(5,949,405) | $(10,492,384) | $(12,266,429) |
| Denominator: | ||||
| Weighted-average shares of common stock outstanding, basic and diluted | 23,871,850 | 19,646,475 | 23,705,417 | 19,572,564 |
| Net loss per share attributable to common stockholders, basic and diluted | $(0.20) | $(0.30) | $(0.44) | $(0.63) |
The potential dilutive effect of outstanding stock options, unvested RSAs, unvested RSUs, and outstanding warrants during the period are calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive.
The number of whole shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect were as follows:
| Schedule of anti-dilutive shares | ||
|---|---|---|
| June 30, | ||
| 2026 | 2025 | |
| Options issued and outstanding | 2,755,836 | 1,774,477 |
| Warrants issued and outstanding | 922,096 | 922,096 |
| Unvested RSUs | 275,181 | 584,111 |
| Unvested RSAs | 12,568 | 22,667 |
| Total | 3,965,681 | 3,303,351 |
| 10. | SEGMENT REPORTING |
The Company manages its operations as asingle operating segment, which includes all activities related to the development and potential commercialization of novel therapies for the treatment of cancer, for the purposes of assessing performance and making operating decisions. The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (“CODM”). The Company’s CODM is its President and Chief Executive Officer, who reviews and evaluates consolidated net income (loss) for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.
In addition to the significant expense categories included within consolidated net income (loss) presented on the Company’s unaudited condensed consolidated statements of operations, see below for disaggregated amounts that comprise research and development expenses for the three and six months ended June 30, 2026 and 2025:
| Schedule of research and development expenses | ||||
|---|---|---|---|---|
| Three Months Ended June 30, | Six Months Ended June 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Personnel and consulting expenses | $1,031,747 | $858,546 | $2,240,958 | $1,715,239 |
| External clinical study expenses | 772,019 | 1,521,617 | 1,353,208 | 3,355,988 |
| Nonclinical and biomarker research | 197,323 | 250,811 | 735,400 | 343,212 |
| Chemistry Manufacturing & Control (“CMC”) related costs | 65,736 | 133,831 | 302,503 | 570,685 |
| Total research and development expenses | $2,066,825 | $2,764,805 | $4,632,069 | $5,985,124 |
In addition, the Company has a wholly-owned subsidiary, Actuate Therapeutics Limited, which is a dormant entity with no assets, liabilities or operations in any foreign countries.
| 11. | SUBSEQUENT EVENTS |
The Company has evaluated all subsequent events and transactions through the date these unaudited condensed consolidated financial statements were issued, to ensure these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. The Company has concluded that no subsequent event has occurred that requires disclosure.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.