Filing Details
- Accession Number:
- 0001213900-25-072154
- Form Type:
- 13G Filing
- Publication Date:
- 2025-08-04 20:00:00
- Filed By:
- Soleus Private Equity Fund I, L.P.
- Company:
- Neuropace Inc
- Filing Date:
- 2025-08-05
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
---|---|---|---|
Soleus Private Equity Fund I, L.P. | 0 | 310,321 | 0.9% |
Soleus Private Equity GP I, LLC | 0 | 310,321 | 0.9% |
Soleus PE GP I, LLC | 0 | 310,321 | 0.9% |
Soleus Capital Master Fund, L.P. | 0 | 1,993,507 | 6.1% |
Soleus Capital, LLC | 0 | 1,993,507 | 6.1% |
Soleus Capital Group, LLC | 0 | 1,993,507 | 6.1% |
Soleus Capital Management, L.P. | 0 | 2,303,828 | 7.0% |
Soleus GP, LLC | 0 | 2,303,828 | 7.0% |
Guy Levy | 0 | 2,303,828 | 7.0% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)
|
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: |
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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)
![]() ![]() | ||||||||
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 |
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Private Equity Fund I, L.P. ("Soleus PE"). Soleus Private Equity GP I, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP I, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for each of Soleus PE and Soleus Capital Master Fund, L.P. ("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 Soleus PE GP I, LLC and Soleus GP. Each of Mr. Levy, Soleus PE GP I, LLC, Soleus PE GP, SCM and Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of NeuroPace, Inc. (the "Issuer") outstanding as May 9, 2025, as set forth on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 that was filed with the Securities and Exchange Commission on May 13, 2025 (the "Form 10-Q").
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)
![]() ![]() | ||||||||
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 |
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 I, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC and Soleus GP. Each of the foregoing persons Mr. Levy, Soleus PE GP I, LLC, Soleus PE GP, Soleus Capital Management 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.
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)
![]() ![]() | ||||||||
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 |
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 I, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC and Soleus GP. Each of Mr. Levy, Soleus PE GP I, LLC, Soleus PE GP, SCM and Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.
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)
![]() ![]() | ||||||||
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 |
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 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.
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)
![]() ![]() | ||||||||
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 |
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 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.
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)
![]() ![]() | ||||||||
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 |
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 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.
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)
![]() ![]() | ||||||||
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 |
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 I, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP 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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, SCG and Soleus GP. Each of Soleus PE GP, Soleus PE GP I, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.
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)
![]() ![]() | ||||||||
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 |
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 I, 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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, SCG and Soleus GP. Each of Soleus PE GP, Soleus PE GP I, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.
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)
![]() ![]() | ||||||||
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 |
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 I, 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 is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP I, LLC, SCG and Soleus GP. Each of Soleus PE GP, Soleus PE GP I, LLC, Soleus Capital, LLC, SCG, SCM, Soleus GP 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) This percentage set forth in row 11 is calculated based upon 32,798,505 shares of the common stock of the Issuer outstanding as of May 9, 2025, as set forth on the cover of the Form 10-Q.
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) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(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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Comments accompanying signature: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)