[SCHEDULE 13G/A] Beta Bionics, Inc. SEC Filing

Rhea-AI Filing Summary

Beta Bionics reports that Sands Capital Life Sciences Pulse Fund II, Sands Capital Alternatives, LLC and Frank M. Sands jointly beneficially own 3,570,113 shares of common stock, equal to 8.2% of the class based on 43,470,125 shares outstanding as reported July 25, 2025. The filing shows 0 shares of sole voting or dispositive power and 3,570,113 shares of shared voting and dispositive power. The reporting parties file jointly and certify the holdings were not acquired to change or influence control of the issuer.

Positive

• Disclosed substantial stake: 3,570,113 shares representing 8.2% of the class
• Clear voting/dispositive breakdown: 0 sole power; 3,570,113 shared voting and dispositive power
• Joint filing by fund, manager, and individual clarifies reporting responsibilities
• Certification of passive intent (not acquired to change or influence control)

Negative

• None.

Insights

Securities Analyst

TL;DR: A passive, >5% disclosure — notable ownership but no assertion of an attempt to control the company.

The Schedule 13G amendment documents a significant passive stake: 3,570,113 shares or 8.2% of Beta Bionics. The allotment of shared voting and dispositive power with 0 sole power indicates the reported ownership arises from managed fund positions rather than individual unilateral control. The filing includes the issuer share count used to calculate percentage, providing clarity on the basis for the stake.

Corporate Governance Expert

TL;DR: Joint reporting clarifies governance exposure; certification indicates passive intent.

The joint filing by the fund, its manager and an individual clarifies who holds voting and dispositive power over the 3,570,113 shares. Item 10 certification explicitly states the securities were not acquired to influence control, consistent with a Schedule 13G filing for passive investors. This disclosure improves transparency for other shareholders and governance monitoring.

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)

06/30/2025

(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

Sands Capital Life Sciences Pulse 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,570,113.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,570,113.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,570,113.00

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)

8.2 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 43,470,125 Shares outstanding as of July 25, 2025 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on July 29, 2025).

SCHEDULE 13G

CUSIP No. 08659B102

1

Names of Reporting Persons

Sands Capital Alternatives, 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:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,570,113.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,570,113.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,570,113.00

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)

8.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 43,470,125 Shares outstanding as of July 25, 2025 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on July 29, 2025).

SCHEDULE 13G

CUSIP No. 08659B102

1

Names of Reporting Persons

SANDS FRANK M.

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 3,570,113.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,570,113.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,570,113.00

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)

8.2 %

12

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 43,470,125 Shares outstanding as of July 25, 2025 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on July 29, 2025).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Beta Bionics, Inc.
(b)	Address of issuer's principal executive offices: 11 HUGHES, 11 HUGHES, IRVINE, CALIFORNIA, 92618.
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed jointly by: (i) Sands Capital Life Sciences Pulse Fund II, L.P. ("Sands Pulse Fund II"), with respect to the shares of Common Stock held by it; (ii) Sands Capital Alternatives, LLC ("Sands Capital Alternatives"), the investment manager of Sands Pulse Fund II, with respect to the shares of common Stock held by Sands Pulse Fund II; and (iii) Frank M. Sands ("Sands"), with respect to the shares of Common Stock held by Sands Pulse Fund II. Sands Pulse Fund II, Sands Capital Alternatives and Sands are together referred to herein as the "Reporting Persons". Sands Capital Life Sciences Pulse Fund II-GP, L.P. ("Sands Pulse GP LP") is the general partner of Sands Pulse Fund II. Sands Capital Life Sciences Pulse Fund-GP, LLC ("Sands Pulse GP LLC" and, together with Sands Pulse GP LP, the "Sands General Partners") is the general partner of Sands Pulse GP LP. Sands Capital Alternatives is the investment manager of Sands Pulse Fund II and thus may be deemed to beneficially own the shares of Common Stock held by Sands Pulse Fund II. Sands holds ultimate voting and investment power over securities held by Sands Pulse Fund II, and thus may be deemed to beneficially own the shares of Common Stock held by Sands Pulse Fund II. Each Reporting Person and the Sands General Partners disclaim beneficial ownership of any securities beyond its pecuniary interest therein.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons and the Sands General Partners is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.
(c)	Citizenship: Sands Pulse Fund II and Sands Pulse GP LP are organized under the laws of the Cayman Islands. Sands Capital Alternatives and Sands Pulse GP LLC are organized under the laws of Delaware. Sands is a citizen of the 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: See rows 5 through 11 of cover pages.
(b)	Percent of class: See rows 5 through 11 of cover pages.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See rows 5 through 11 of cover pages.
	(ii) Shared power to vote or to direct the vote: See rows 5 through 11 of cover pages.
	(iii) Sole power to dispose or to direct the disposition of: See rows 5 through 11 of cover pages.
	(iv) Shared power to dispose or to direct the disposition of: See rows 5 through 11 of cover pages.
Item 5.	Ownership of 5 Percent or Less of a Class.
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.

Sands Capital Life Sciences Pulse Fund II. L.P.

Signature:	/s/ Jonathan Goodman
Name/Title:	Jonathan Goodman, General Counsel of the GP of the GP of Sands Capital Life Sciences Pulse Fund II, L.P.
Date:	08/13/2025

Sands Capital Alternatives, LLC

Signature:	/s/ Jonathan Goodman
Name/Title:	Jonathan Goodman, General Counsel
Date:	08/13/2025

SANDS FRANK M.

Signature:	/s/ Frank M. Sands
Name/Title:	Frank M. Sands
Date:	08/13/2025

Comments accompanying signature: Sands Capital Life Sciences Pulse Fund II, L.P. signed by Sands Capital Life Sciences Pulse Fund II-GP, L.P., its general partner, by Sands Capital Life Sciences Pulse Fund II-GP, LLC, its general partner, by Jonathan Goodman, General Counsel.

FAQ

What stake do Sands Capital entities report in Beta Bionics (BBNX)?

They report beneficial ownership of 3,570,113 shares, representing 8.2% of the class.

Which entities filed the Schedule 13G/A for BBNX?

The filing is by Sands Capital Life Sciences Pulse Fund II, L.P., Sands Capital Alternatives, LLC, and Frank M. Sands (jointly the Reporting Persons).

How much voting or dispositive power do the reporting persons have over these shares?

The filing reports 0 shares of sole voting or dispositive power and 3,570,113 shares of shared voting and dispositive power.

Is this stake intended to influence control of Beta Bionics?

Per the certification in Item 10, the reporting persons state the securities were not acquired and are not held to change or influence the issuer's control.

On what outstanding share count is the 8.2% based?

The percentage is based on 43,470,125 shares outstanding as of July 25, 2025, per the issuer's filing.