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ACTUATE THERAPEUTICS, INC.

For the period ended Sep 30, 2026. Filed Nov 13, 2026.

View on SEC.gov

About this filing

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.

Sep 30, 2026 · Filed Nov 13, 2026

ACTU$0.29-3.6%Stored close · as of Nov 13, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001683168-26-006472

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-13.

0001683168-26-008697

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 8 previous paragraphs and 9 current paragraphs.

5 unchanged; 3 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

In addition, on October 28, 2026, we received a notice (“Minimum Bid Notice”), from Nasdaq, that we were not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(a)(1), or the Minimum Bid Price Requirement. The Minimum Bid Notice indicated that, consistent with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 days, or until April 26, 2027, to regain compliance with the Minimum Bid Price Requirement by having the bid price of our common stock meet or exceed $1.00 per share for a minimum of ten consecutive business days. We may also be eligible for an additional compliance period of 180 calendar days if, on April 26, 2027, we meet the continued listing requirement for market value of publicly held shares and all other applicable standards for initial listing on the Nasdaq Global Market (with the exception of the closing bid price requirement) based on our then most recent public filings and market information, and we provide written notice to Nasdaq of our intent to cure the deficiency during such additional compliance period, including, without limitation, by effecting a reverse stock split, if necessary.
Reworded paragraphs (3)

Previous wording

We are not currently in compliance with the Nasdaq Global Market’s minimum market value of listed securities (“MVLS”) requirement of $50 million. If our common stock is delisted from the Nasdaq Global Market, and our common stock is not accepted for listing on the Nasdaq Capital Market, the market price and liquidity of our common stock and our ability to raise additional capital would be adversely impacted.

Current wording

We are not currently in compliance with the Nasdaq Global Market’s minimum market value of listed securities (“MVLS”) requirement of $50 million and $1.00 minimum bid price requirement. If our common stock is delisted from the Nasdaq Global Market, and our common stock is not accepted for listing on the Nasdaq Capital Market, or we are unable to meet the $1.00 minimum bid price requirement or fail to maintain compliance with other listing requirements, the market price and liquidity of our common stock and our ability to raise additional capital would be adversely impacted.

Previous wording

As provided in the Nasdaq rules, we have 180 calendar days, or until January 11, 2027 (the “Compliance Date”), to regain compliance. To regain compliance, the market value of our listed securities must close at $50 million or more for a minimum of 10 consecutive business days at any time prior to January 11, 2027. In the event we do not regain compliance with the MVLS Requirement prior to the Compliance Date or we are not able to continue to meet other continued listing standards, including the minimum bid price of $1.00, Nasdaq will notify us that our securities are subject to delisting, at which point we may appeal the delisting determination to a Nasdaq hearings panel or choose to seek a listing of our common stock on the Nasdaq Capital Market.

Current wording

As provided in the Nasdaq rules, we have 180 calendar days, or until January 11, 2027 (the “Compliance Date”), to regain compliance. To regain compliance, the market value of our listed securities must close at $50 million or more for a minimum of 10 consecutive business days at any time prior to January 11, 2027. In the event we do not regain compliance with the MVLS Requirement prior to the Compliance Date or we are not able to continue to meet other continued listing standards, including the minimum bid price of $1.00 as described below, Nasdaq will notify us that our securities are subject to delisting, at which point we may appeal the delisting determination to a Nasdaq hearings panel or choose to seek a listing of our common stock on the Nasdaq Capital Market.

Previous wording

The Notice has no effect at this time on the listing of the Company’s securities on Nasdaq Global Market. We intend to actively monitor our MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options including applying for a transfer to The Nasdaq Capital Market to resolve the deficiency and regain compliance with the requirement. While we are exercising diligent efforts to maintain the listing of our securities on the Nasdaq, there can be no assurance that we will be able to regain or maintain compliance with Nasdaq Global Market listing standards or satisfy the requirements necessary to transfer the listing of our securities to the Nasdaq Capital Market.

Current wording

The Notice and Minimum Bid Notice has no immediate effect on the listing of the Company’s securities on Nasdaq Global Market. We intend to actively monitor our MVLS and Minimum Bid Price Requirement between now and the compliance dates, and may, if appropriate, evaluate available options including applying for a transfer to the Nasdaq Capital Market and/or by effecting a reverse stock split to resolve the deficiencies and regain compliance with the requirements. While we are exercising diligent efforts to maintain the listing of our securities on the Nasdaq, there can be no assurance that we will be able to regain or maintain compliance with Nasdaq Global Market listing standards or satisfy the requirements necessary to transfer the listing of our securities to the Nasdaq Capital Market.