SC 13G: Surrozen, Inc./DE

AI Summary

SC 13G filing by Surrozen, Inc./DE.

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• tm2411897d1_sc13g.htm (SC 13G) — 89KB
• 0001104659-24-047308.txt ( ) — 91KB

(a). Name of Issuer

Item 1(a). Name of Issuer: Surrozen, Inc. (the “ Issuer ”)

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 171 Oyster Point Blvd, Suite 400, South San Francisco, CA 94080

(a). Names of Persons Filing

Item 2(a). Names of Persons Filing: The names of the persons filing this report (collectively, the “ Reporting Persons ”) are: RA Capital Management, L.P. (“ RA Capital ”) Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the “ Fund ”)

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116

(c). Citizenship

Item 2(c). Citizenship: RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Common Stock, par value $0.0001 per share (“ Common Stock ”)

(e). CUSIP Number

Item 2(e). CUSIP Number: 86889P208

If this statement is filed pursuant to §§ 240.13d-1(b)

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: Not applicable.

Ownership

Item 4. Ownership. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on the sum of: (i) 3,198,786 shares of Common Stock outstanding as of April 8, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2024; and (ii) 41,082 shares of Common Stock issuable upon the exercise of Warrants (as defined below). The Fund directly holds (i) 282,580 shares of Common Stock; (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) exercisable for up to 40,000 shares of Common Stock; (iii) Series A warrants (the “ Series A Common Warrants ”) exercisable for up to 322,580 shares of Common Stock; (iv) Series B warrants (the “ Series B Common Warrants ”) exercisable for up to 350,876 shares of Common Stock; (v) Series C warrants (the “ Series C Common Warrants ”) exercisable for up to 1,249,997 shares of Common Stock; and (vi) Series D warrants (the “ Series D Common Warrants ” and, together with the Pre-Funded Warrants, Series A Common Warrants, Series B Common Warrants and Series C Common Warrants, the “ Warrants ”) exercisable for up to 1,249,997 shares of Common Stock. Each of the Warrants contains a provision (the “ Beneficial Ownership Blockers ”) which precludes exercise of the Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Series C Common Warrants and Series D Common Warrants contain additional exercise conditions related to performance milestones. The Fund is currently prohibited from exercising the Warrants to the extent that such exercise would result in the Reporting Persons’ beneficial ownership of m

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Identification and Classification of the Subsidiary Which Acquired

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.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification. 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. Exhibit List Exhibit 1: Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 15, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of April 15, 2024 is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “ Filers ”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.0001 per share of Surrozen, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit

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