UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): May 6, 2025

~~Date of Report (Date of earliest event reported): March 26, 2025~~_______________________________

Beta Bionics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42491		47-5386878
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

_______________________________

Delaware	001-42491	47-5386878
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11 Hughes

Irvine, California 92618

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

~~Registrant’s telephone number, including area code:~~ (949) 427-7785

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	~~Trading~~Name ~~symbol(s)~~of each exchange on which registered		~~Name of each exchange on which registered~~
Common Stock, $0.0001 par value per share	BBNX	~~BBNX~~Nasdaq Global Market		~~Nasdaq Global Market~~

Indicate by check mark whether the registrant is an emerging growth company as ~~defined in~~ as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~March~~May 266, 2025, ~~the Board of Directors (the “Board”) of~~ Beta Bionics, Inc. (the “Company”), ~~upon~~issued ~~recommendation~~a ofpress ~~the~~release ~~Nominating~~announcing ~~and~~its ~~Corporate~~financial ~~Governance~~results ~~Committee~~for of the ~~Board,~~first ~~appointed~~quarter ~~Gerard~~ended ~~Michel as~~March ~~a Class III director of the Company~~31, ~~with~~2025. aA ~~term~~copy of ~~office expiring at~~ the ~~2028~~press ~~annual~~release ~~meeting~~is ofattached ~~stockholders.~~hereto ~~There are no arrangements or understandings between Mr. Michel and any other person pursuant to which he was selected~~ as aExhibit ~~director~~99. ~~In addition, there are no transactions in which Mr~~1. ~~Michel has an interest that would require disclosure under Item 404(a) of Regulation S-K.~~

~~Mr.~~The ~~Michel~~information ~~has~~contained ~~served~~under asthis ~~Chief~~Item ~~Executive Officer and a director at Delcath Systems, Inc~~2.02, ~~a commercial-stage~~including ~~interventional~~Exhibit ~~oncology~~99.1 ~~company~~attached hereto, ~~since~~shall ~~October~~not ~~2020.~~be ~~From~~deemed ~~June~~“filed” ~~2014~~for topurposes ~~September~~of ~~2020,~~Section he18 ~~served~~of asthe ~~Chief~~Securities ~~Financial~~Exchange ~~Officer at~~Act ~~Vericel~~of ~~Corporation~~1934, ~~a biopharmaceutical company. Mr. Michel also served~~ as ~~Chief~~amended ~~Financial~~(the ~~Officer~~“Exchange ~~and Vice President~~Act”), ~~Corporate~~or ~~Development at~~otherwise ~~Biodel,~~subject ~~Inc.~~to ~~from~~the ~~November~~liability ~~2007~~of tothat ~~May 2014~~section, ~~and~~nor ~~Chief~~shall ~~Financial~~it ~~Officer~~be ~~and~~deemed ~~Vice~~incorporated ~~President~~by ofreference ~~Corporate~~in ~~Development~~any atfiling ~~NPS~~under ~~Pharmaceuticals Inc.~~the ~~from~~Securities ~~August~~Act ~~2002~~of to1933, ~~November~~as ~~2007. Previously~~amended, ~~Mr.~~or ~~Michel~~under ~~was~~the aExchange ~~Principal~~Act, atregardless ~~Booz Allen and held a variety~~ of ~~commercial~~any ~~roles~~general ~~at both~~incorporation ~~Lederle~~language ~~Labs~~in ~~and~~any ~~Wyeth~~such ~~Labs.~~filing, ~~Mr.~~unless ~~Michel holds an M.S. in Microbiology from~~ the ~~University~~Company ofexpressly ~~Rochester~~sets ~~School~~forth ofin ~~Medicine,~~such anfiling ~~M.B.A. from~~that ~~the~~such ~~Simon~~information ~~School~~is ofto ~~Business,~~be ~~and~~considered a“filed” ~~B.S.~~or inincorporated ~~both~~by ~~Biology~~reference ~~and Geology from the University of Rochester~~therein.

~~Pursuant~~Item ~~to the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”), Mr~~9.01. ~~Michel~~Financial ~~(i)~~Statements ~~will receive an annual cash retainer of $50,000 for service on the Board~~ and (ii) was granted on the date of his appointment an award of 12,547 restricted stock units representing the right to receive an issuance of shares of the Company’s common stock (“RSUs”), which vest in full on the one-year anniversary of the date of his appointment, subject to MrExhibits. Michel’s continuous service (as defined in the Company’s 2025 Equity Incentive Plan (the “Plan”)) on such vesting date. The Compensation Policy also provides for further automatic grants of RSUs with an aggregate grant date value of $165,000 on the date of each annual meeting of stockholders, which vest in full on either the one-year anniversary of the date of grant or the day immediately preceding the next annual stockholder meeting, subject to Mr. Michel’s continuous service through such vesting date. Each of the RSU grants described above will vest in full upon a change in control (as defined in the Plan). The above referenced compensation is subject to the annual compensation limits for non-employee directors set forth in the Compensation Policy. Mr. Michel has also entered into the Company’s standard form of Indemnification Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated May 6, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~ SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Beta Bionics, Inc. By: /s/ Sean Saint Sean Saint President and Chief Executive Officer

	Beta Bionics, Inc.


Date: May 6, 2025	By:	/s/ Sean Saint
		Sean Saint
		President and Chief Executive Officer

Dated: March 27, 2025

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