Sec Form 4 Filing - Mensinger Mike @ Beta Bionics, Inc. - 2025-01-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mensinger Mike 2. Issuer Name and Ticker or Trading Symbol Beta Bionics, Inc. [ BBNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Product Officer (Last) (First) (Middle) C/O BETA BIONICS, 11 HUGHES 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2025 (Street) IRVINE, CA92618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/31/2025 C 15,107 A 15,107 D Common Stock 01/31/2025 X 10,575 A $ 0.02 25,682 D Common Stock 01/31/2025 S( 2 ) 13 D $ 17 25,669 D Common Stock 01/31/2025 P( 3 ) 33,350 A $ 17 59,019 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Preferred Stock ( 1 ) 01/31/2025 C 15,107 ( 1 ) ( 1 ) Common Stock ( 1 ) 15,107 ( 1 ) 0 D Class B Common Stock Warrant (right to buy) $ 0.02 01/31/2025 C 10,575 08/28/2023 08/27/2033 Common Stock ( 4 ) 10,575 $ 0 10,575 D Class B Common Stock Warrant (right to buy) $ 0.02 01/31/2025 X 10,575 08/28/2023 08/27/2033 Common Stock ( 4 ) 10,575 $ 0 0 D Employee Stock Option (right to buy) $ 5.1 01/31/2025 A 236,553 ( 5 ) 09/13/2033 Common Stock ( 6 ) 236,553 $ 0 236,553 D Employee Stock Option (right to buy) $ 17 01/31/2025 A 110,278 ( 7 ) 01/28/2025 Common Stock ( 6 ) 110,278 $ 0 110,278 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mensinger Mike C/O BETA BIONICS 11 HUGHES IRVINE, CA92618 Chief Product Officer Signatures /s/ Stephen Feider, Attorney-in-Fact 02/03/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the closing of the initial public offering, each share of Series D Preferred Stock (the "Preferred Stock") was converted into an equal number of shares of Class B Common Stock and subsequently was converted into an equal number of shares of Common Stock without payment of further consideration. The Preferred Stock had no expiration date. ( 2 )On January 31, 2025, the reporting person exercised a warrant to purchase 10,575 shares of Issuer's common stock for $0.02 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in withholding of 13 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 10,562 shares. ( 3 )The shares were purchased in the Issuer's initial public offering. ( 4 )Immediately prior to the closing of the initial public offering, each share of Class B Common Stock subject to this warrant was converted into an equal number of shares of Common Stock. ( 5 )One-fourth of the shares subject to this option shall vest one year after August 1, 2023, and thereafter 1/36th of the shares subject to this option shall vest on each monthly anniversary thereof. ( 6 )Immediately prior to the closing of the initial public offering, each share of Class B Common Stock subject to this option was converted into an equal number of shares of Common Stock. ( 7 )Vesting is monthly over a 48-month period starting January 29, 2025 in equal monthly amounts.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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