Nuvectis Pharma, Inc. has a new large shareholder group led by Soleus Capital entities, which collectively report beneficial ownership of 1,648,024 shares of Nuvectis common stock. This represents 5.1% of the outstanding shares, calculated using 32,581,533 shares outstanding as of July 31, 2026.
The holdings are primarily split between Soleus Private Equity Fund III, L.P. with 150,000 shares (0.5%) and Soleus Capital Master Fund, L.P. with 1,498,024 shares (4.6%). All reporting persons state they have shared voting and dispositive power over their respective positions and no sole power, and each expressly disclaims beneficial ownership beyond what is required for Section 13(d) reporting.
Positive
None.
Negative
None.
Key Figures
Group beneficial ownership:1,648,024 sharesGroup ownership percentage:5.1%Shares outstanding:32,581,533 shares+4 more
7 metrics
Group beneficial ownership1,648,024 sharesShares of Nuvectis Pharma common stock reported by Soleus group
Group ownership percentage5.1%Percent of Nuvectis common stock reported as beneficially owned by Soleus group
Shares outstanding32,581,533 sharesNuvectis common stock outstanding as of July 31, 2026, per Form 10-Q
Soleus PE III holdings150,000 sharesNuvectis shares held by Soleus Private Equity Fund III, L.P. (0.5%)
Master Fund holdings1,498,024 sharesNuvectis shares held by Soleus Capital Master Fund, L.P. (4.6%)
Soleus PE III ownership0.5%Percent of Nuvectis common stock reported by Soleus Private Equity Fund III, L.P.
Master Fund ownership4.6%Percent of Nuvectis common stock reported by Soleus Capital Master Fund, L.P.
"The percentage set forth in row 11 is calculated based upon 32,581,533 shares"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficial ownershipregulatory
"disclaims beneficial ownership of these shares held by Soleus PE other than"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"Shared Voting Power 1,648,024.00 7 | Sole Dispositive Power 0.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 1,648,024.00 9 1,648,024.00"
Section 13(d) of the Securities Exchange Act of 1934regulatory
"for the purpose of determining their obligations under Section 13(d) of the Securities"
Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.
What percentage of Nuvectis Pharma (NVCT) does the Soleus group report owning?
The Soleus group reports beneficial ownership of 5.1% of Nuvectis Pharma’s common stock, corresponding to 1,648,024 shares, based on 32,581,533 shares outstanding as of July 31, 2026, as stated in the company’s Form 10-Q.
How many Nuvectis Pharma (NVCT) shares does Soleus Capital Master Fund, L.P. hold?
Soleus Capital Master Fund, L.P. holds 1,498,024 shares of Nuvectis Pharma common stock. This stake represents 4.6% of the outstanding shares, with all voting and dispositive power reported as shared, not sole.
What is the Nuvectis Pharma (NVCT) position of Soleus Private Equity Fund III, L.P.?
Soleus Private Equity Fund III, L.P. reports holding 150,000 Nuvectis shares, equal to 0.5% of the company’s common stock. Voting and dispositive power over these shares are reported as shared, with no sole power indicated.
On what share count is the Soleus group’s Nuvectis (NVCT) ownership percentage based?
The reported ownership percentages are based on 32,581,533 Nuvectis common shares outstanding as of July 31, 2026, as stated on the cover of Nuvectis Pharma’s Form 10-Q for the quarter ended June 30, 2026.
Does Guy Levy individually control Nuvectis Pharma (NVCT) shares reported in this Schedule 13G?
Guy Levy is reported as having shared voting and dispositive power over 1,648,024 shares (5.1%) through Soleus entities. He and the related entities disclaim beneficial ownership of these shares except for Section 13(d) reporting purposes.
Do the Soleus reporting persons have sole or shared voting power over Nuvectis (NVCT) shares?
All Soleus reporting persons disclose 0 shares with sole voting or dispositive power. They report shared voting and shared dispositive power over their respective Nuvectis holdings, totaling 1,648,024 shares at the group level.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Nuvectis Pharma, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
67080T108
(CUSIP Number)
08/04/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
67080T108
1
Names of Reporting Persons
Soleus Private Equity Fund III, 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:
5
Sole Voting Power
0.00
6
Shared Voting Power
150,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
150,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
150,000.00
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)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Private Equity Fund III, L.P. ("Soleus PE"). Soleus Private Equity GP III, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM ") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM 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 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of Nuvectis Pharma, Inc. (the "Issuer") outstanding as of July 31, 2026, as reported on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, filed with the Securities and Exchange Commission on August 4, 2026 (the "Form 10-Q").
SCHEDULE 13G
CUSIP Number(s):
67080T108
1
Names of Reporting Persons
Soleus Private Equity GP III, 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
150,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
150,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
150,000.00
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)
0.5 %
12
Type of Reporting Person (See Instructions)
OO
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 III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of the Issuer outstanding as of July 31, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
67080T108
1
Names of Reporting Persons
Soleus PE GP III, 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
150,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
150,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
150,000.00
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)
0.5 %
12
Type of Reporting Person (See Instructions)
OO
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 III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of the Issuer outstanding as of July 31, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
67080T108
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,498,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,498,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,498,024.00
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)
4.6 %
12
Type of Reporting Person (See Instructions)
FI
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, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of the Issuer outstanding as of July 31, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
67080T108
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,498,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,498,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,498,024.00
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)
4.6 %
12
Type of Reporting Person (See Instructions)
OO
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, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of the Issuer outstanding as of July 31, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
67080T108
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,498,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,498,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,498,024.00
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)
4.6 %
12
Type of Reporting Person (See Instructions)
OO
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, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP, LLC 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of the Issuer outstanding as of July 31, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
67080T108
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,648,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,648,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,648,024.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
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 III, 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, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of the Issuer outstanding as of July 31, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
67080T108
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,648,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,648,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,648,024.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
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 III, 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, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of the Issuer outstanding as of July 31, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
67080T108
1
Names of Reporting Persons
Levy Guy
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
1,648,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,648,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,648,024.00
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)
5.1 %
12
Type of Reporting Person (See Instructions)
IN
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 II, 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, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP, LLC 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) The percentage set forth in row 11 is calculated based upon 32,581,533 shares of the common stock of the Issuer outstanding as of July 31, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nuvectis Pharma, Inc.
(b)
Address of issuer's principal executive offices:
1 Bridge Plaza, Suite 275, Fort Lee, New Jersey 07024
Item 2.
(a)
Name of person filing:
Soleus Private Equity Fund III, L.P.
Soleus Private Equity GP III, LLC
Soleus PE GP III, 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 Fund III, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Private Equity GP III, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus PE GP III, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital Master Fund, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital Group, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus GP, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Guy Levy, c/o Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
(c)
Citizenship:
Soleus Private Equity Fund III, L.P. - Delaware
Soleus Private Equity GP III, LLC - Delaware
Soleus PE GP III, 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 $0.00001 per share
(e)
CUSIP Number(s):
67080T108
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 Fund III, L.P. - 150,000
Soleus Private Equity GP III, LLC - 150,000
Soleus PE GP III, LLC - 150,000
Soleus Capital Master Fund, L.P. - 1,498,024
Soleus Capital, LLC - 1,498,024
Soleus Capital Group, LLC - 1,498,024
Soleus Capital Management, L.P. - 1,648,024
Soleus GP, LLC - 1,648,024
Guy Levy - 1,648,024
(b)
Percent of class:
Soleus Private Equity Fund III, L.P. - 0.5%
Soleus Private Equity GP III, LLC - 0.5%
Soleus PE GP III, LLC - 0.5%
Soleus Capital Master Fund, L.P. - 4.6%
Soleus Capital, LLC - 4.6%
Soleus Capital Group, LLC - 4.6%
Soleus Capital Management, L.P. - 5.1%
Soleus GP, LLC - 5.1%
Guy Levy - 5.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0.00
(ii) Shared power to vote or to direct the vote:
Soleus Private Equity Fund III, L.P. - 150,000
Soleus Private Equity GP III, LLC - 150,000
Soleus PE GP III, LLC - 150,000
Soleus Capital Master Fund, L.P. - 1,498,024
Soleus Capital, LLC - 1,498,024
Soleus Capital Group, LLC - 1,498,024
Soleus Capital Management, L.P. - 1,648,024
Soleus GP, LLC - 1,648,024
Guy Levy - 1,648,024
(iii) Sole power to dispose or to direct the disposition of:
0.00
(iv) Shared power to dispose or to direct the disposition of:
Soleus Private Equity Fund III, L.P. - 150,000
Soleus Private Equity GP III, LLC - 150,000
Soleus PE GP III, LLC - 150,000
Soleus Capital Master Fund, L.P. - 1,498,024
Soleus Capital, LLC - 1,498,024
Soleus Capital Group, LLC - 1,498,024
Soleus Capital Management, L.P. - 1,648,024
Soleus GP, LLC - 1,648,024
Guy Levy - 1,648,024
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.
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.
Soleus Private Equity Fund III, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy, Managing Member of the Sole Manager of the General Partner of Soleus Private Equity Fund III, L.P.
Date:
08/06/2026
Soleus Private Equity GP III, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy, Managing Member of the Sole Manager of Soleus Private Equity GP III, LLC
Date:
08/06/2026
Soleus PE GP III, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy, Managing Member
Date:
08/06/2026
Soleus Capital Master Fund, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy, Managing Member of the Managing Member of the General Partner of Soleus Capital Master Fund, L.P.
Date:
08/06/2026
Soleus Capital, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy, Managing Member of the Managing Member of Soleus Capital, LLC
Date:
08/06/2026
Soleus Capital Group, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy, Managing Member
Date:
08/06/2026
Soleus Capital Management, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy, Managing Member of the General Partner of Soleus Capital Management, L.P.
