Amendment: SEC Form SCHEDULE 13G/A filed by Beta Bionics Inc.
$BBNX
Medical/Dental Instruments
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)
|
Beta Bionics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
08659B102 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus BB SPV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Soleus Private Equity GP I, LLC is the sole general partner of Soleus BB SPV, LLC ("Soleus BB") and Soleus Private Equity Fund I, L.P. ("Soleus PE Fund I"), and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. Soleus Capital Management, L.P. ("SCM") is the investment manager for Soleus BB, Soleus PE Fund I, Soleus Private Equity Fund II, L.P. ("Soleus PE Fund II"), and Soleus Capital Master Fund, L.P. ("Master Fund" and, together with Soleus BB, Soleus PE Fund I and Soleus PE Fund II, the "Soleus Funds"), and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of the common stock of Beta Bionics, Inc. (the "Issuer") outstanding as of October 24, 2025, as set forth on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 that was filed with the Securities and Exchange Commission on October 28, 2025 (the "Form 10-Q").
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus Private Equity Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Soleus Private Equity GP I, LLC is the sole general partner of Soleus BB and Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC and Soleus GP, LLC.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus Private Equity GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Soleus Private Equity GP I, LLC is the sole general partner of Soleus BB and Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC and Soleus GP, LLC.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus PE GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Soleus Private Equity GP I, LLC is the sole general partner of Soleus BB and Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC and Soleus GP, LLC.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus Private Equity Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,703,961.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus PE Fund II. Soleus Private Equity GP II, LLC is the sole general partner of Soleus PE Fund II, and Soleus PE GP II, LLC is the sole manager of Soleus Private Equity GP II, LLC. SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of Soleus PE GP II, LLC, Soleus Private Equity GP II, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Soleus PE Fund II other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus Private Equity GP II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,703,961.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus PE Fund II. Soleus Private Equity GP II, LLC is the sole general partner of Soleus PE Fund II, and Soleus PE GP II, LLC is the sole manager of Soleus Private Equity GP II, LLC. SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of Soleus PE GP II, LLC, Soleus Private Equity GP II, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Soleus PE Fund II other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus PE GP II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,703,961.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus PE Fund II. Soleus Private Equity GP II, LLC is the sole general partner of Soleus PE Fund II, and Soleus PE GP II, LLC is the sole manager of Soleus Private Equity GP II, LLC. SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of Soleus PE GP II, LLC, Soleus Private Equity GP II, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Soleus PE Fund II other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus Capital Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
799,817.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
799,817.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus Capital Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
799,817.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,503,778.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by the Soleus Funds. Soleus Private Equity GP I, LLC is the sole general partner of Soleus BB and Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. Soleus Private Equity GP II, LLC is the sole general partner of Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of Soleus PE GP I, LLC, Soleus Private Equity GP I, LLC, Soleus PE GP II, LLC, Soleus Private Equity GP II, LLC, SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by the Soleus Funds other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Soleus GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,503,778.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by the Soleus Funds. Soleus Private Equity GP I, LLC is the sole general partner of Soleus BB and Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. Soleus Private Equity GP II, LLC is the sole general partner of Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of Soleus PE GP I, LLC, Soleus Private Equity GP I, LLC, Soleus PE GP II, LLC, Soleus Private Equity GP II, LLC, SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by the Soleus Funds other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Guy Levy | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,534,565.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by the Soleus Funds. Soleus Private Equity GP I, LLC is the sole general partner of Soleus BB and Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. Soleus Private Equity GP II, LLC is the sole general partner of Soleus PE Fund I, and Soleus PE GP I, LLC is the sole manager of Soleus Private Equity GP I, LLC. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for the Soleus Funds, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, Soleus PE GP II, LLC, and Soleus GP, LLC. Each of Soleus PE GP I, LLC, Soleus Private Equity GP I, LLC, Soleus PE GP II, LLC, Soleus Private Equity GP II, LLC, SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by the Soleus Funds other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage listed in row 11 is calculated based upon 44,024,631 shares of common stock of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Beta Bionics, Inc. | |
| (b) | Address of issuer's principal executive offices:
11 Hughes Irvine, California 92618 | |
| Item 2. | ||
| (a) | Name of person filing:
Soleus BB SPV, LLC
Soleus Private Equity Fund I, L.P.
Soleus Private Equity GP I, LLC
Soleus PE GP I, LLC
Soleus Private Equity Fund II, L.P.
Soleus Private Equity GP II, LLC
Soleus PE GP II, LLC
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy | |
| (b) | Address or principal business office or, if none, residence:
Soleus BB SPV, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Private Equity Fund I, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Private Equity GP I, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus PE GP I, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Private Equity Fund II, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Private Equity GP II, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus PE GP II, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Master Fund, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Group, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Management, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus GP, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830 | |
| (c) | Citizenship:
Soleus BB SPV, LLC - Delaware
Soleus Private Equity Fund I, L.P. - Delaware
Soleus Private Equity GP I, LLC - Delaware
Soleus PE GP I, LLC - Delaware
Soleus Private Equity Fund II, L.P. - Delaware
Soleus Private Equity GP II, LLC - Delaware
Soleus PE GP II, LLC - Delaware
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - United States | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
08659B102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, which reflects beneficial ownership of the Common Stock of the Issuer as of Mach 31, 2025, is hereby incorporated by reference.
Soleus BB SPV, LLC - 0
Soleus Private Equity Fund I, L.P. - 0
Soleus Private Equity GP I, LLC - 0
Soleus PE GP I, LLC - 0
Soleus Private Equity Fund II, L.P. - 1,703,961
Soleus Private Equity GP II, LLC - 1,703,961
Soleus PE GP II, LLC - 1,703,961
Soleus Capital Master Fund, L.P. - 799,817
Soleus Capital, LLC - 799,817
Soleus Capital Group, LLC - 799,817
Soleus Capital Management, L.P. - 2,503,778
Soleus GP, LLC - 2,503,778
Guy Levy - 2,503,778 | |
| (b) | Percent of class:
Soleus BB SPV, LLC - 0%
Soleus Private Equity Fund I, L.P. - 0%
Soleus Private Equity GP I, LLC - 0%
Soleus PE GP I, LLC - 0%
Soleus Private Equity Fund II, L.P. - 3.9%
Soleus Private Equity GP II, LLC - 3.9%
Soleus PE GP II, LLC - 3.9%
Soleus Capital Master Fund, L.P. - 1.8%
Soleus Capital, LLC - 1.8%
Soleus Capital Group, LLC - 1.8%
Soleus Capital Management, L.P. - 5.7%
Soleus GP, LLC - 5.7%
Guy Levy - 5.8% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Guy Levy - 30,787 | ||
| (ii) Shared power to vote or to direct the vote:
Soleus BB SPV, LLC - 0
Soleus Private Equity Fund I, L.P. - 0
Soleus Private Equity GP I, LLC - 0
Soleus PE GP I, LLC - 0
Soleus Private Equity Fund II, L.P. - 1,703,961
Soleus Private Equity GP II, LLC - 1,703,961
Soleus PE GP II, LLC - 1,703,961
Soleus Capital Master Fund, L.P. - 799,817
Soleus Capital, LLC - 799,817
Soleus Capital Group, LLC - 799,817
Soleus Capital Management, L.P. - 2,503,778
Soleus GP, LLC - 2,503,778
Guy Levy - 2,503,778 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Guy Levy - 30-787 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Soleus BB SPV, LLC - 0
Soleus Private Equity Fund I, L.P. - 0
Soleus Private Equity GP I, LLC - 0
Soleus PE GP I, LLC - 0
Soleus Private Equity Fund II, L.P. - 1,703,961
Soleus Private Equity GP II, LLC - 1,703,961
Soleus PE GP II, LLC - 1,703,961
Soleus Capital Master Fund, L.P. - 799,817
Soleus Capital, LLC - 799,817
Soleus Capital Group, LLC - 799,817
Soleus Capital Management, L.P. - 2,503,778
Soleus GP, LLC - 2,503,778
Guy Levy - 2,503,778 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|