SCHEDULE: Soleus Entities Update NeuroPace Stake to 8.9%
Beneficial Ownership Disclosure
Soleus Capital Management and affiliated entities report an aggregate beneficial ownership of 8.9% in NeuroPace, Inc. common stock.
Summary
- Soleus Capital Management, L.P. and its affiliated entities, including Soleus Private Equity Fund I, L.P. and Soleus Capital Master Fund, L.P., collectively reported beneficial ownership of NeuroPace, Inc. common stock.
- The aggregate beneficial ownership for Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy is 2,948,828 shares, representing 8.9% of the class.
- Soleus Private Equity Fund I, L.P. directly holds 310,321 shares, accounting for 0.9% of the class.
- Soleus Capital Master Fund, L.P. directly holds 2,638,507 shares, accounting for 7.9% of the class.
- Guy Levy, as the sole managing member of key entities, has sole voting and dispositive power over 9,129 shares and shared power over 2,948,828 shares, totaling 2,957,957 shares or 8.9%.
- The percentage of class is calculated based on 33,307,734 shares of NeuroPace, Inc. common stock outstanding as of October 31, 2025.
- The reporting persons certified that the securities were not acquired or held for the purpose of changing or influencing control of the issuer.
Sentiment
Score: 5
Explanation: The filing is a neutral, factual disclosure of beneficial ownership and does not contain information that would inherently sway sentiment positively or negatively.
Future Outlook
This filing does not contain any forward-looking statements or guidance regarding the issuer's future performance or operations.
Management Comments
- Each of Mr. Levy, Soleus PE GP I, LLC, Soleus PE GP, SCM and Soleus GP 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.
- 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 ยงยง 240.14a-11.
Industry Context
This filing is a routine disclosure of an institutional investor's stake and does not provide specific industry context or competitive analysis.
Stakeholder Impact
- Shareholders: Provides transparency regarding significant institutional ownership, which can be a factor in assessing investor confidence and potential influence.
- Management: Awareness of significant institutional holders and their stated intent (not to influence control).
Key Dates
| Date | Description |
|---|---|
| 2025-09-30 | Date of event requiring the filing of this statement. |
| 2025-10-31 | Date as of which 33,307,734 shares of common stock were outstanding, used for percentage calculation (from Issuer's Form 10-Q). |
| 2025-11-04 | Date Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 was filed. |
| 2025-11-07 | Date this Schedule 13G (Amendment No. 6) was signed. |
Recommendation
holdThis Schedule 13G filing is a routine disclosure of beneficial ownership by Soleus Capital and its affiliates. It indicates a significant, but not controlling, stake in NeuroPace, Inc. and explicitly states that the shares are not held for the purpose of changing or influencing control. As such, it provides no new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. Investors should continue to hold based on existing analyses of NeuroPace's business fundamentals.
Keywords
NeuroPace, NRP, Soleus Capital, Beneficial Ownership, Schedule 13G, SEC Filing, Institutional Investor, Common Stock, Equity Stake
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