Beta Bionics, Inc. (BBNX) had a significant shareholder position reported by RTW Investments, LP and its managing partner, Roderick Wong, M.D. The reporting group beneficially owns 2,500,000 shares of common stock, representing 5.7% of the company.
This ownership percentage is based on 44,024,631 shares outstanding as of October 24, 2025, as cited from the company’s Form 10-Q. All 2.5 million shares are held by RTW-managed funds, with RTW and Dr. Wong having shared voting and investment power and no sole voting or dispositive power.
The securities are certified as being held in the ordinary course of business, without the purpose or effect of changing or influencing control of Beta Bionics. The RTW funds are entitled to receive dividends and proceeds from any sale of these shares.
Positive
None.
Negative
None.
Insights
RTW discloses a 5.7% passive stake in Beta Bionics.
RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of 2,500,000 shares, or 5.7% of Beta Bionics’ common stock, held through RTW-managed funds with shared voting and dispositive power.
The ownership calculation references 44,024,631 shares outstanding as of October 24, 2025. The certification states the position is held in the ordinary course of business and not to change or influence control, aligning with a passive institutional holder under the 13G framework.
The filing confirms a sizable but not controlling stake by a specialized investment adviser. Any future changes in RTW’s percentage ownership or a switch to an activist posture would typically appear in subsequent beneficial ownership reports or other company disclosures.
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, $0.0001 par value
(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
RTW Investments, LP
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000.00
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)
IA, PN
SCHEDULE 13G
CUSIP No.
08659B102
1
Names of Reporting Persons
Roderick Wong
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000.00
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)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BETA BIONICS, INC.
(b)
Address of issuer's principal executive offices:
11 Hughes, Irvine, CA, 92618.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of Beta Bionics, Inc. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(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 required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 44,024,631 Shares outstanding as of October 24, 2025 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2025.
(b)
Percent of class:
RTW Investments: 5.7%
Dr. Wong: 5.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 2,500,000 Shares
Dr. Wong: 2,500,000 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 2,500,000 Shares
Dr. Wong: 2,500,000 Shares
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
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 acquired and are held in the ordinary course of business and 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.
RTW Investments, LP
Signature:
/s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D., Managing Partner
Date:
02/17/2026
Roderick Wong
Signature:
s/ Roderick Wong, M.D.
Name/Title:
Roderick Wong, M.D.
Date:
02/17/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2025).
What percentage of Beta Bionics (BBNX) does RTW Investments beneficially own?
RTW Investments and Roderick Wong beneficially own 5.7% of Beta Bionics’ common stock. This reflects 2,500,000 shares out of 44,024,631 shares outstanding as of October 24, 2025, based on the company’s Form 10-Q share count.
How many Beta Bionics (BBNX) shares are reported as owned by RTW Investments?
RTW Investments and associated funds report beneficial ownership of 2,500,000 shares of Beta Bionics common stock. These shares give RTW and Roderick Wong shared voting and shared dispositive power, with no sole voting or dispositive authority over the position.
Who are the reporting persons in the Beta Bionics (BBNX) Schedule 13G/A?
The reporting persons are RTW Investments, LP, a Delaware investment adviser, and Roderick Wong, M.D., its Managing Partner and Chief Investment Officer. The shares are directly held by RTW-managed funds, with both reporting persons showing the same 5.7% beneficial stake.
Is RTW Investments’ stake in Beta Bionics (BBNX) reported as passive or for control purposes?
The stake is reported as held in the ordinary course of business and not for changing or influencing control of Beta Bionics. The certification explicitly states the securities are not held in connection with any control-related transaction except certain nomination activities.
What share count did RTW use to calculate its 5.7% ownership in Beta Bionics (BBNX)?
RTW calculated its 5.7% ownership using 44,024,631 shares outstanding as of October 24, 2025. This figure comes from Beta Bionics’ Quarterly Report on Form 10-Q filed with the SEC, which provided the reference share count.
Who is entitled to dividends and sale proceeds from RTW’s Beta Bionics (BBNX) shares?
The filing states that the RTW Funds have the right to receive dividends and sale proceeds from the reported shares. RTW Investments and Roderick Wong report beneficial ownership, but economic benefits accrue to the underlying funds they advise.
