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NeuroPace Ownership Update: Soleus Capital Files 13G with 2.3 M Shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13G discloses that investment vehicles affiliated with Soleus Capital and managing member Guy Levy collectively own 2,303,828 shares of NeuroPace, Inc. (NPCE), equal to 7.0 % of the 32,798,505 shares outstanding on 05-09-25.

Key holders: (1) Soleus Capital Master Fund, L.P. – 1,993,507 shares (6.1 %); (2) Soleus Private Equity Fund I, L.P. – 310,321 shares (0.9 %). All entities report shared voting and dispositive power and zero sole voting/dispositive power. The filing, made 08-05-25 for an event on 06-30-25, is submitted under Rule 13d-1(c), indicating a passive investment with no intent to influence control.

The updated 7 % stake places Soleus Capital among NPCE’s largest shareholders, giving it material but not controlling influence; no financial results or transaction terms accompany the disclosure.

Positive

  • Soleus Capital’s 7 % ownership introduces a specialized healthcare investor that could provide stability and liquidity to NPCE’s shareholder base.

Negative

  • None.

Insights

TL;DR Passive filing shows Soleus owns 7 % of NPCE, signaling institutional confidence but no activist agenda.

The 13G amendment confirms that Soleus Capital, via several Delaware and Cayman entities, now controls 2.30 m NPCE shares. While the size surpasses the 5 % reporting threshold, the Rule 13d-1(c) designation and certification language indicate a non-activist posture. For investors, the stake is noteworthy because it expands the free-float held by a specialist healthcare fund, potentially enhancing liquidity and providing a vote of confidence in NPCE’s prospects. However, without historical comparatives the direction of ownership change is unclear, limiting impact on valuation models.

TL;DR Soleus gains 7 % shared voting power; governance impact modest absent control intent.

Soleus and Levy hold shared voting/dispositive power but expressly disclaim any intent to influence control, aligning with passive 13G status. The group’s aggregated 7 % can still sway close shareholder votes, especially given NPCE’s small float, yet the absence of nomination or activist language tempers governance risk. Investors should monitor future 13D conversions or proxy filings that could signal a strategic shift.






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




Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Private Equity Fund I, L.P. ("Soleus PE"). Soleus Private Equity GP I, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP I, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for each of Soleus PE and Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC ("Soleus GP") 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. 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. (2) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of NeuroPace, Inc. (the "Issuer") outstanding as May 9, 2025, as set forth on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 that was filed with the Securities and Exchange Commission on May 13, 2025 (the "Form 10-Q").


SCHEDULE 13G




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 I, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP 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. Each of the foregoing persons Mr. Levy, Soleus PE GP I, LLC, Soleus PE GP, Soleus Capital Management 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G




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 I, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP 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. 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 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G




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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G




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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G




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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G




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 I, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP 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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, SCG and Soleus GP. Each of Soleus PE GP, Soleus PE GP I, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G




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 I, 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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, SCG and Soleus GP. Each of Soleus PE GP, Soleus PE GP I, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G




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 I, 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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, SCG and Soleus GP. Each of Soleus PE GP, Soleus PE GP I, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Soleus Private Equity Fund I, L.P.
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:08/05/2025
Soleus Private Equity GP I, LLC
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:08/05/2025
Soleus PE GP I, LLC
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:08/05/2025
Soleus Capital Master Fund, L.P.
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:08/05/2025
Soleus Capital, LLC
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:08/05/2025
Soleus Capital Group, LLC
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:08/05/2025
Soleus Capital Management, L.P.
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:08/05/2025
Soleus GP, LLC
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:08/05/2025
Guy Levy
Signature:/s/ Guy Levy
Name/Title:Guy Levy
Date:08/05/2025

Comments accompanying signature: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Neuropace Inc

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