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                             April 19, 2024

       Daniel Schmitt
       President and Chief Executive Officer
       Actuate Therapeutics, Inc.
       1751 River Run, Suite 400
       Fort Worth, TX 76107

                                                        Re: Actuate
Therapeutics, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted April 9,
2024
                                                            CIK No. 0001652935

       Dear Daniel Schmitt:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       April 1, 2024 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1, Submitted
April 9, 2024

       Prospectus Summary
       Our Market Opportunity, page 2

   1.                                                   We note your statement
on pages 2 and 92 that, "[s]ubject to [y]our receipt of the proceeds
                                                        of this offering, the
manufacture of Elraglusib Oral Tablet under current Good
                                                        Manufacturing Practices
(cGMP) is expected to be available in the third quarter of
                                                        2024...." Please
reconcile this statement with your statement on page 108 that "GMP
                                                        investigational product
has already been manufactured...."
 Daniel Schmitt
FirstName   LastNameDaniel
Actuate Therapeutics,  Inc. Schmitt
Comapany
April       NameActuate Therapeutics, Inc.
       19, 2024
April 219, 2024 Page 2
Page
FirstName LastName
Pipeline and Development Timeline, page 2

2.       We note that the revised pipeline table now separately depicts Part 1
and 2, Part 3A, and
         Part 3B of the Actuate-1801 study; Phase 1 and Phase 2 of the
Actuate-1902 study; and
         Phase 1 and Phase 2 of the Actuate-2401 study. Please include footnote
disclosure to the
         table clarifying, if true, that within each study, each subsequent
part or phase is successive
         to the preceding part or phase and not a separate study that will
individually proceed
         through each of phases 1, 2, and 3 of clinical trials. Alternatively,
please tell us why you
         do not believe such disclosure would be appropriate.
3.       We note your response to prior comment 3. Specifically, we note that
the revised pipeline
         table now separately depicts Part 1 and 2, Part 3A, and Part 3B of the
Actuate-1801 study,
         with the arrow for the Part 3A study indicating that the Part 3A study
has completed phase
         2. However, although we note a discussion of results of this study on
page 110 of the
         prospectus, certain other disclosures in the prospectus suggest that
the study is not yet
         complete. For example, on pages 4 and 109, you state that you "have
initiated a Phase 2
         trial testing Elraglusib Injection in combination with chemotherapy in
pancreatic cancer
         under this Master protocol (Actuate-1801 Part 3A)." In addition, on
page 91, you state that
         you have "amended and expanded the Stage 2 of the study to a
randomized, controlled
         trial now powered for statistical significance (Actuate-1801 Part
3A)." Please revise your
         disclosures and, if applicable, your pipeline table as appropriate to
clarify whether the
         Actuate-1801 Part 3A study has completed, or is ongoing in, phase 2.
4.       We note that the revised pipeline table now indicates that the
Actuate-1902 study for
         Ewing Sarcoma has commenced, or is initiating, phase 2, rather than
being "in planning,"
         as originally indicated. However, we note your disclosures on pages 2,
4, 92, 94, and 116
         that you plan to amend the phase 2 protocol and reopen the phase 2
portion of the study to
         focus on Ewing Sarcoma. We further note your disclosure on page 116
that your plan to
         amend this protocol is subject to you having sufficient funding from
the proceeds of this
         offering. Please revise the pipeline table to indicate, if true, that
you have not yet
         commenced the Actuate-1902 phase 2 study for the given indication, or
tell us why you do
         not believe such revision is appropriate.
Our Strategy, page 4

5.       We note your response to prior comment 6, and we reissue the comment
in part. Please
         further balance your disclosure in the third bullet point with a
statement that the
         designations described in the bullet point do not increase the
likelihood that a product
         candidate will receive FDA approval. This comment also applies to the
disclosure in the
         third bullet point on page 109.
 Daniel Schmitt
FirstName   LastNameDaniel
Actuate Therapeutics,  Inc. Schmitt
Comapany
April       NameActuate Therapeutics, Inc.
       19, 2024
April 319, 2024 Page 3
Page
FirstName LastName
Risk Factors
We may also rely on certain third party vendors located in China...., page 31

6.       We note your disclosure regarding the adverse impact on your current
clinical
         development programs if your third-party vendors who are located in
China, or who are
         owned by or associated with certain Chinese companies, were no longer
permitted to
         provide services or products due to geopolitical pressures.
Specifically, we note your
         disclosure that you could experience delays in finding suitable
replacement service
         providers located outside China or not otherwise associated with
Chinese companies. If
         known, please disclose whether you believe suitable alternative
vendors are, or would be,
         available, particularly for your sole source manufacturer for
elraglusib, as disclosed on
         page 29.
Use of Proceeds, page 71

7.       We note your response to prior comment 9, and we reissue the comment
in part. Please
         disclose the approximate amount of offering proceeds you intend to use
for each identified
         purpose. In this regard, although we note a placeholder for the
approximate amount of
         proceeds you intend to use to fund the research and development of
elraglusib, including
         certain manufacturing activities, it is unclear how much of these
proceeds you intend to
         use for each of the elraglusib trials and studies discussed in this
section.
Business
Our Pipeline and Development Timeline, page 93

8.       We note your response to prior comment 12. Specifically, we note your
disclosure on
         page 79, and similar disclosures on pages 2, 92, 94, 95, and 116,
that, subject to your
         receipt of the proceeds of this offering, you are "planning a Phase 1
study (Actuate-2401)
         to identify the RP2D for Elraglusib Oral Tablet in patients with
advanced, refractory adult
         cancers" and that "[s]everal Phase 2 indications, including
refractory, metastatic
         melanoma and refractory, metastatic colorectal cancer have been
identified for further
         clinical development of Elraglusib Oral Tablet...." Please revise your
disclosure to clarify,
         if true, that, although you intend to use a portion of the proceeds of
this offering to finalize
         development plans for the Actuate-2401 phase 1 and phase 2 studies,
you may require
         additional funds to initiate and complete the studies. In this regard,
we note your
         disclosure on page 71 that you expect the net proceeds from this
offering, together with
         your existing cash and cash equivalents, will allow you "to finalize
development plans and
         to potentially initiate and complete a Phase 1 dose escalation study
in patients with
         advanced, refractory solid cancer; and to finalize development plans
for and potentially
         initiate a Phase 2 study in refractory metastatic melanoma."
Developing Elraglusib for the Treatment of mPDAC
Summary of Investigator-Initiated Trials, page 113
 Daniel Schmitt
Actuate Therapeutics, Inc.
April 19, 2024
Page 4
9.       Here, or in another appropriate section of the registration statement,
please describe the
         material terms of your arrangements with the IIT investigators or
other sponsors of the
         investigator-initiated trials. In this regard, we note your added
disclosure in the second
         bullet point on page 4 that you provide financial and resource support
for IITs in exchange
         for rights to the trial data. We further note similar disclosure on
pages 13, 71, and 109
         regarding your "funding commitments for ongoing IIT studies for the
use of Elraglusib
         Injection with other chemotherapy agents to treat mPDAC and a separate
trial to treat
         recurrent salivary gland cancer." Your description should include the
nature and extent of
         your obligations to fund the ongoing IIT studies, any material rights
you have pursuant to
         these arrangements, and the termination provisions for such
arrangements.
License Agreements, page 116

10.      We note from Section 2.4 of the UIC License Agreement and Section 2.2
of the NU
         License Agreement that you agreed to manufacture products related to
these license
         agreements in the United States, unless waived. Describe these
provisions and indicate
         how you are currently in compliance with these provisions given your
disclosure on page
         29 that your current manufacturer is in China. Include risk factor
disclosure if appropriate.
11.      We note your response to prior comment 14. We also note that,
consistent with your prior
         disclosure, Section 8.1 of the NU License Agreement provides that the
"Agreement shall
         continue in effect, on a country-by-country basis, until the
expiration of the last to expire
         patent rights covering 9-ING-41 and related GSK-3 inhibitors." Please
tell us how to
         reconcile your current disclosure, that no patent rights are licensed
by you under the NU
         License Agreement, with Section 8.1 of the NU License Agreement, and
revise your
         disclosure, if appropriate, for clarification.
Intellectual Property, page 117

12.      We note the added disclosure in the penultimate paragraph that you
"may apply for PTE
         under Title II of Hatch-Waxman." Please clarify whether this statement
applies generally
         to the U.S. patents described in this section or to specific patents.
Please also disclose, if
         true, that there is no guarantee that PTE would be granted for any
patent.
Manufacturing, page 118

13.    We note your disclosure on page 29 that you rely upon a single company
to manufacture
FirstName LastNameDaniel Schmitt
       the drug substance for your sole product candidate, elraglusib. Please
expand your
Comapany    NameActuate
       disclosure         Therapeutics,
                  to include the name ofInc.
                                         your principal supplier. Refer to Item
101(h)(4)(v) of
       Regulation
April 19, 2024 PageS-K.
                      4
FirstName LastName
 Daniel Schmitt
FirstName   LastNameDaniel
Actuate Therapeutics,  Inc. Schmitt
Comapany
April       NameActuate Therapeutics, Inc.
       19, 2024
April 519, 2024 Page 5
Page
FirstName LastName
Principal Securityholders, page 158

14.      We note your response to prior comment 26. Please tell us how you
determined that
         Daniel Zabrowski does not have voting and/or investment power with
respect to the shares
         held in the Catherine A. Zabrowski Irrevocable Trust, for which Daniel
Zabrowski   s wife,
         Catherine A. Zabrowski, serves as trustee. Refer to Exchange Act Rule
13d-3 and
         Question 105.05 of the "Exchange Act Sections 13(d) and 13(g) and
Regulation 13D-G
         Beneficial Ownership Reporting" Compliance and Disclosure
Interpretations, available on
         our website. In your response, please explain to us, to the extent
applicable:
             the arrangement pursuant to which Daniel Zabrowski   s equity
compensation received
             for his services as a director is deposited into the trust, as
disclosed in footnote 4 to
             the director compensation table on page 147;
             whether Daniel Zabrowski has direct or indirect control or
influence over the exercise
             of any voting and/or dispositive power over Company shares held in
the trust; and
             whether the trust agreement includes a mechanism to return voting
and/or dispositive
             power over the shares to Daniel Zabrowski.
General

15.      We note your response to prior comment 30. However, the left column of
the charts in
         Figure 10 on page 103 and in Figure 16 on page 108 still appears to be
illegible. In
         addition, it is difficult to read the axes and legends in Figure 15 on
page 108. Please revise
         these figures to make them more legible.
        Please contact Eric Atallah at 202-551-3663 or Kevin Kuhar at
202-551-3662 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635 with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Life
Sciences
cc:      Janet Spreen, Esq.