Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 2)*
|
Beta Bionics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
08659B102 (CUSIP Number) |
03/31/2026 (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 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)
3.8 % | ||||||||
| 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 Private Equity Fund II, L.P. ("Soleus PE"). Soleus Private Equity GP II, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM ") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE 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 44,561,695 shares of the common stock of Beta Bionics, Inc. (the "Issuer") outstanding as of April 16, 2026, as set forth on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 that was filed with the Securities and Exchange Commission on April 21, 2026 (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)
3.8 % | ||||||||
| 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 Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE 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 44,561,695 shares of common stock of the Issuer outstanding as of April 16, 2026, 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)
3.8 % | ||||||||
| 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 Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE 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 44,561,695 shares of common stock of the Issuer outstanding as of April 16, 2026, 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
2,619,753.00 | ||||||||
| 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)
5.9 % | ||||||||
| 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 Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of 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 44,561,695 shares of common stock of the Issuer outstanding as of April 16, 2026, 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
2,619,753.00 | ||||||||
| 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)
5.9 % | ||||||||
| 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 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 Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of 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 44,561,695 shares of common stock of the Issuer outstanding as of April 16, 2026, 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
2,619,753.00 | ||||||||
| 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)
5.9 % | ||||||||
| 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 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 Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of 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 44,561,695 shares of common stock of the Issuer outstanding as of April 16, 2026, 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
4,323,714.00 | ||||||||
| 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)
9.7 % | ||||||||
| 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 Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. 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 Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and 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 44,561,695 shares of common stock of the Issuer outstanding as of April 16, 2026, 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
4,323,714.00 | ||||||||
| 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)
9.7 % | ||||||||
| 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 Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. 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 Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and 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 44,561,695 shares of common stock of the Issuer outstanding as of April 16, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
|
| CUSIP No. | 08659B102 |
| 1 | Names of Reporting Persons
Levy Guy | ||||||||
| 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
4,354,501.00 | ||||||||
| 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)
9.8 % | ||||||||
| 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 Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. 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 Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, SCG, SCM, Soleus G
P, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and 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 44,561,695 shares of common stock of the Issuer outstanding as of April 16, 2026, 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:
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, 2026, is hereby incorporated by reference. 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. - 2,619,753 Soleus Capital, LLC - 2,619,753 Soleus Capital Group, LLC - 2,619,753 Soleus Capital Management, L.P. - 4,323,714 Soleus GP, LLC - 4,323,714 Guy Levy - 4,354,501 |
| (b) | Address or principal business office or, if none, residence:
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 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.:
|
| 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, is hereby incorporated by reference. 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. - 2,619,753 Soleus Capital, LLC - 2,619,753 Soleus Capital Group, LLC - 2,619,753 Soleus Capital Management, L.P. - 4,323,714 Soleus GP, LLC - 4,323,714 Guy Levy - 4,354,501 |
| (b) | Percent of class:
Soleus Private Equity Fund II, L.P. - 3.8% Soleus Private Equity GP II, LLC - 3.8% Soleus PE GP II, LLC - 3.8% Soleus Capital Master Fund, L.P. - 5.9% Soleus Capital, LLC - 5.9% Soleus Capital Group, LLC - 5.9% Soleus Capital Management, L.P. - 9.7% Soleus GP, LLC - 9.7% Guy Levy - 9.8% %
|
| (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 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. - 2,619,753 Soleus Capital, LLC - 2,619,753 Soleus Capital Group, LLC - 2,619,753 Soleus Capital Management, L.P. - 4,323,714 Soleus GP, LLC - 4,323,714 Guy Levy - 4,323,714 | |
| (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 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. - 2,619,753 Soleus Capital, LLC - 2,619,753 Soleus Capital Group, LLC - 2,619,753 Soleus Capital Management, L.P. - 4,323,714 Soleus GP, LLC - 4,323,714 Guy Levy - 4,323,714 | |
| 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.
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