UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

Amendment No. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

ACTUATE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	47-3044785
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
1751 River Run, Suite 400 Fort Worth, Texas	76107
(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, $0.000001 par value per share	The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box:  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box:  ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-279734

Securities to be registered pursuant to Section 12(g) of the Act:

None

Explanatory Note

This Amendment No. 1 amends and restates in its entirety the information set forth in the Registration Statement on Form 8-A filed by Actuate Therapeutics, Inc., a Delaware corporation (the “Registrant”), with the Securities and Exchange Commission on June 20, 2024. This Amendment No. 1 is being filed to update the name of the exchange on which the class of securities is to be registered.

Item 1. Description of Registrant’s Securities to be Registered.

A description of the common stock, $0.000001 par value per share, of the Registrant, to be registered hereunder is contained in the section entitled “Description of Capital Stock” in the prospectus that constitutes part of the Registrant’s Registration Statement on Form S-1 (File No. 333-279734) initially filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024, including exhibits, and as amended from time to time (the “Registration Statement”), and is incorporated herein by reference. Any form of prospectus subsequently filed by the Registrant with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference.

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed with this registration statement, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated:	August 12, 2024	ACTUATE THERAPEUTICS, INC.
		By:	/s/ Daniel M. Schmitt
		Name:	Daniel M. Schmitt
		Title:	President and Chief Executive Officer