NeuroPace Ownership Update: Soleus Capital Files 13G with 2.3 M Shares
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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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NEUROPACE, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
641288105 (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. | 641288105 |
| 1 | Names of Reporting Persons
Soleus Private Equity Fund I, 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
310,321.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 641288105 |
| 1 | Names of Reporting Persons
Soleus Private Equity GP I, 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
310,321.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 641288105 |
| 1 | Names of Reporting Persons
Soleus PE GP I, 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
310,321.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 641288105 |
| 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
1,993,507.00 | ||||||||
| 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)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
|
| CUSIP No. | 641288105 |
| 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
1,993,507.00 | ||||||||
| 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)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 641288105 |
| 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
1,993,507.00 | ||||||||
| 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)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 641288105 |
| 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
2,303,828.00 | ||||||||
| 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)
7.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 641288105 |
| 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
2,303,828.00 | ||||||||
| 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)
7.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 641288105 |
| 1 | Names of Reporting Persons
Guy Levy | ||||||||
| 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
2,303,828.00 | ||||||||
| 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)
7.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
NEUROPACE, INC. | |
| (b) | Address of issuer's principal executive offices:
455 N. Bernardo Avenue Mountain View, CA 94043 | |
| Item 2. | ||
| (a) | Name of person filing:
Soleus Private Equity GP I, LLC
Soleus Private Equity Fund I, L.P.
Soleus PE GP I, LLC
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy | |
| (b) | Address or principal business office or, if none, residence:
Soleus Private Equity GP I, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Private Equity Fund I, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus PE GP I, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital Master Fund, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital Group, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital Management, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus GP, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830 | |
| (c) | Citizenship:
Soleus Private Equity GP I, LLC - Delaware
Soleus Private Equity Fund I, L.P. - Delaware
Soleus PE GP I, 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, par value $0.001 per share | |
| (e) | CUSIP No.:
641288105 | |
| 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 in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference.
Soleus Private Equity GP I, LLC - 310,321
Soleus Private Equity Fund I, L.P. - 310,321
Soleus PE GP I, LLC - 310,321
Soleus Capital Master Fund, L.P. - 1,993,507
Soleus Capital, LLC - 1,993,507
Soleus Capital Group, LLC - 1,993,507
Soleus Capital Management, L.P. - 2,303,828
Soleus GP, LLC - 2,303,828
Guy Levy - 2,303,828 | |
| (b) | Percent of class:
Soleus Private Equity GP I, LLC - 0.9%
Soleus Private Equity Fund I, L.P. - 0.9%
Soleus PE GP I, LLC - 0.9%
Soleus Capital Master Fund, L.P. - 6.1%
Soleus Capital, LLC - 6.1%
Soleus Capital Group, LLC - 6.1%
Soleus Capital Management, L.P. - 7.0%
Soleus GP, LLC - 7.0%
Guy Levy - 7.0% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
Soleus Private Equity GP I, LLC - 310,321
Soleus Private Equity Fund I, L.P. - 310,321
Soleus PE GP I, LLC - 310,321
Soleus Capital Master Fund, L.P. - 1,993,507
Soleus Capital, LLC - 1,993,507
Soleus Capital Group, LLC - 1,993,507
Soleus Capital Management, L.P. - 2,303,828
Soleus GP, LLC - 2,303,828
Guy Levy - 2,303,828 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Soleus Private Equity GP I, LLC - 310,321
Soleus Private Equity Fund I, L.P. - 310,321
Soleus PE GP I, LLC - 310,321
Soleus Capital Master Fund, L.P. - 1,993,507
Soleus Capital, LLC - 1,993,507
Soleus Capital Group, LLC - 1,993,507
Soleus Capital Management, L.P. - 2,303,828
Soleus GP, LLC - 2,303,828
Guy Levy - 2,303,828 | ||
| 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.
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