Rigel Pharmaceuticals, Inc. ownership disclosure: Soleus Capital Master Fund, L.P. and affiliated entities report beneficial ownership of 968,108 shares of Rigel common stock, representing 5.2% of the class. The percentage is calculated using 18,502,080 shares outstanding as of April 30, 2026 per Rigel's Form 10-Q cover.
The filing attributes the shares to the Master Fund and describes the ownership/management chain (Soleus Capital, LLC; Soleus Capital Group, LLC; Soleus Capital Management, L.P.; Soleus GP, LLC) and a disclaimer of beneficial ownership by related entities, signed by Guy Levy.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:968,108 sharesPercent of class:5.2%Shares outstanding (used):18,502,080 shares+2 more
5 metrics
Shares beneficially owned968,108 sharesreported ownership by Soleus Capital Master Fund, L.P.
Percent of class5.2%calculated using shares outstanding as of April 30, 2026
Shares outstanding (used)18,502,080 sharesoutstanding as of April 30, 2026 per Form 10-Q cover
Form typeSchedule 13Gpassive beneficial ownership disclosure
CUSIP766559702Rigel common stock CUSIP on filing cover
"SCHEDULE 13G appears in the content header as the form type"
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.
shared dispositive powerregulatory
"Shared Dispositive Power 968,108.00 is shown in the ownership table"
beneficial ownershipregulatory
"Amount beneficially owned: 968,108 is stated under Item 4"
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.
joint filing agreementregulatory
"Exhibit 99.A - Joint Filing Agreement listed under Exhibit Information"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RIGEL PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
766559702
(CUSIP Number)
05/06/2026
(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):
766559702
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
968,108.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
968,108.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
968,108.00
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)
5.2 %
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 Soleus Capital Master Fund, L.P. ("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, Soleus Capital Management, L.P. ("SCM") is the investment manager for 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 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, 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 18,502,080 shares of the common stock of Rigel Pharmaceuticals, Inc. (the "Issuer") outstanding as of April 30, 2026, as reported on the cover of the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed with the Securities and Exchange Commission on May 5, 2026 (the "Form 10-Q").
SCHEDULE 13G
CUSIP Number(s):
766559702
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
968,108.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
968,108.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
968,108.00
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)
5.2 %
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 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) The percentage set forth in row 11 is calculated based upon 18,502,080 shares of common stock of the Issuer outstanding as of April 30, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
766559702
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
968,108.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
968,108.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
968,108.00
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)
5.2 %
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 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) The percentage set forth in row 11 is calculated based upon 18,502,080 shares of common stock of the Issuer outstanding as of April 30, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
766559702
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
968,108.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
968,108.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
968,108.00
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)
5.2 %
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 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 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) The percentage set forth in row 11 is calculated based upon 18,502,080 shares of common stock of the Issuer outstanding as of April 30, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
766559702
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
968,108.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
968,108.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
968,108.00
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)
5.2 %
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 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) The percentage set forth in row 11 is calculated based upon 18,502,080 shares of common stock of the Issuer outstanding as of April 30, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
766559702
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
968,108.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
968,108.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
968,108.00
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)
5.2 %
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 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 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) The percentage set forth in row 11 is calculated based upon 18,502,080 shares of common stock of the Issuer outstanding as of April 30, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RIGEL PHARMACEUTICALS, INC.
(b)
Address of issuer's principal executive offices:
611 Gateway Boulevard, Suite 900, South San Francisco, CA 94080
Item 2.
(a)
Name of person filing:
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 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 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, $0.001 par value per share
(e)
CUSIP Number(s):
766559702
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.
968,108
(b)
Percent of class:
5.2 %
(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:
968,108
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
968,108
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 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:
05/07/2026
Soleus Capital, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member of the Managing Member of Soleus Capital, LLC
Date:
05/07/2026
Soleus Capital Group, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member
Date:
05/07/2026
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.
Date:
05/07/2026
Soleus GP, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member
Date:
05/07/2026
Guy Levy
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy
Date:
05/07/2026
Comments accompanying signature: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Soleus reports beneficial ownership of 968,108 shares, equal to 5.2% of common stock. The percentage uses 18,502,080 shares outstanding as of April 30, 2026, per Rigel's Form 10-Q cover.
Which entities are listed in the Soleus joint filing for RIGL?
The joint filing names Soleus Capital Master Fund, L.P., Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy as filing parties, with a joint filing agreement exhibited.
How is voting and dispositive power reported in the filing?
The filing reports 0 sole voting or dispositive power and 968,108 shared voting and dispositive power, reflecting the Master Fund's reported control structure and shared authority among the filers.
What date and source underpin the ownership percentage calculation?
The 5.2% figure is calculated using 18,502,080 shares outstanding as of April 30, 2026, cited from Rigel's Quarterly Report on Form 10-Q for the period ended March 31, 2026, referenced on the cover.
Who signed the Schedule 13G and what disclaimer is included?
Guy Levy signed on behalf of the Soleus filers on 05/07/2026. The filing includes a disclaimer that affiliated entities and Mr. Levy disclaim beneficial ownership of the Master Fund's shares except for Section 13(d) obligations.
