Surrozen, Inc. Files 8-K on Warrant Redemption and Equity Sales

TL;DR

Surrozen filed an 8-K detailing a material definitive agreement for warrant redemption and unregistered equity sales.

AI Summary

On April 1, 2024, Surrozen, Inc. entered into a material definitive agreement related to the redemption of its warrants. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates potential changes in Surrozen's capital structure and outstanding securities, which could impact existing shareholders and warrant holders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to dilution or financial obligations.

Key Players & Entities

• Surrozen, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• April 01, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SRZN The Nasdaq
• $15.50 — of Common Stock, at a purchase price of $15.50 and $15.4999, respectively, for aggrega
• $15 — tock, at a purchase price of $15.50 and $15.4999, respectively, for aggregate gross
• $17.5 m — gregate gross proceeds of approximately $17.5 million, before deducting placement agent
• $1 — are and per pre-funded warrant includes $1.25, in accordance with the rules and re
• $14.25 — Common Stock with an exercise price of $14.25 per share, for aggregate gross proceeds
• $16.00 — tock with an exercise purchase price of $16.00 per share, for aggregate gross proceeds
• $70 m — e gross proceeds of up to approximately $70 million, exercisable for 30 days followin
• $16.96 — nal 2,948 Shares at a purchase price of $16.96 per share. The purchase price per share
• $15.71 — Common Stock with an exercise price of $15.71 per share. Series C Common Warrants t

Filing Documents

• srzn-20240401.htm (8-K) — 69KB
• srzn-ex10_1.htm (EX-10.1) — 373KB
• srzn-ex10_2.htm (EX-10.2) — 133KB
• srzn-ex10_3.htm (EX-10.3) — 144KB
• srzn-ex10_4.htm (EX-10.4) — 146KB
• srzn-ex10_5.htm (EX-10.5) — 145KB
• srzn-ex10_6.htm (EX-10.6) — 145KB
• srzn-ex10_7.htm (EX-10.7) — 215KB
• 0000950170-24-040337.txt ( ) — 1733KB
• srzn-20240401.xsd (EX-101.SCH) — 45KB
• srzn-20240401_htm.xml (XML) — 6KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Securities Purchase Agreement On April 1, 2024, Surrozen, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), with certain institutional investors (the "Investors") and management (together with the Investors, the "Purchasers") whereby the Company will issue and sell in a private placement (the "Private Placement"): (i) shares (the "Shares") of its common stock, par value $0.0001 per share (the "Common Stock), (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock, and (iii) warrants to purchase shares of Common Stock. Pursuant to the Securities Purchase Agreement, the Company will issue and sell to the Investors 1,089,033 Shares and Pre-Funded Warrants to purchase up to 40,000 shares of Common Stock, at a purchase price of $15.50 and $15.4999, respectively, for aggregate gross proceeds of approximately $17.5 million, before deducting placement agent fees and other expenses payable by the Company. Each Pre-Funded Warrant has an exercise price of $0.0001 per share, is exercisable immediately and will not expire until exercised in full. The purchase price per share and per pre-funded warrant includes $1.25, in accordance with the rules and regulations of The Nasdaq Stock Market LLC, for the following accompanying common stock warrants: Series A common stock warrants (the "Series A Common Warrants") to purchase up to 1,129,033 shares of Common Stock with an exercise price of $15.50 per share, for aggregate gross proceeds of up to approximately $17.5 million, exercisable immediately upon issuance for five years. Series B common stock warrants (the "Series B Common Warrants") to purchase up to 1,228,071 shares of Common Stock with an exercise price of $14.25 per share, for aggregate gross proceeds of up to approximately $17.5 million, exercisable immediately upon issuance until the fifth trading day following the Company's

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement, dated April 1, 2024, by and among Surrozen, Inc. and each of the several purchasers signatory thereto. 10.2 Form of Pre-Funded Warrant. 10.3 Form of Series A Common Warrant. 10.4 Form of Series B Common Warrant. 10.5 Form of Series C Common Warrant. 10.6 Form of Series D Common Warrant. 10.7 Form of Registration Rights Agreement, dated April 1, 2024, by and among Surrozen, Inc. and each of the several purchasers signatory thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. SURROZEN, INC. Date: April 2, 2024 By: /s/ Charles Williams Name: Charles Williams Title: Chief Financial Officer, Chief Operating Officer and Corporate Secretary.

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View this 8-K filing on SEC EDGAR