Surrozen, Inc. Schedule 13G/A: a group led by Venrock-related entities and two individuals reports aggregated beneficial ownership of 9.99% of common stock as of March 31, 2026. The filing states 11,490,000 shares outstanding as of March 31, 2026 and 572,069 shares issuable upon exercise of warrants.
The group holds a mix of common shares, Pre-Funded Warrants and Series E Warrants and notes a Beneficial Ownership Blocker that prevents exercises that would increase ownership above 9.99%. Each Reporting Person is reported at the 9.99% level and certain exercises are capped at 1,205,000 shares.
Positive
None.
Negative
None.
Insights
Group ownership reaches the 9.99% blocker, limiting further exercises.
The filing documents that Venrock-affiliated entities and named individuals collectively hold 9.99% of common stock as of March 31, 2026, calculated using 11,490,000 shares outstanding plus 572,069 warrants issuable. The Warrants include a Beneficial Ownership Blocker that restricts exercises above the threshold.
Practical effect: the group is currently prevented from exercising warrants that would result in ownership above 1,205,000 shares each; future changes depend on outstanding share count movements and any amendment to the blocker.
Reported holdings combine equity and derivative instruments but are capped by exercise limits.
The report breaks down positions: VHCP III, VHCP Co-Investment III and VHCP EG hold common shares plus Pre-Funded Warrants and Series E Warrants with aggregate exercise capacity of 572,069 shares. The filing ties the 9.99% percentage to a specific outstanding share base of 11,490,000.
Market implication: the blocker limits near-term dilution from these warrants; any change in the outstanding share count or warrant terms would alter exercisability and reported percentage.
Key Figures
Beneficial ownership:9.99%Shares outstanding:11,490,000 sharesWarrants issuable:572,069 shares+2 more
5 metrics
Beneficial ownership9.99%as of March 31, 2026
Shares outstanding11,490,000 sharesas of March 31, 2026
Warrants issuable572,069 sharesissuable upon exercise of Pre-Funded and Series E Warrants
Exercise cap per blocker1,205,000 sharesmaximum ownership level noted for exercise limitation
VHCP III common shares130,890 sharesheld by VHCP III (reported in filing)
Key Terms
Beneficial Ownership Blocker, Pre-Funded Warrants, Series E Warrants
3 terms
Beneficial Ownership Blockerregulatory
"The Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise"
Pre-Funded Warrantsfinancial
"consists of (i) 130,890 shares of common stock, pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 207,834"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Series E Warrantsfinancial
"common stock warrants (the "Series E Warrants" and together with the Pre-Funded Warrants, the "Warrants") exercisable for up to 169,362"
See more from StockTitan in Google Search and AI answers.Adds StockTitan as a preferred source · opens Google
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Surrozen, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
86889P208
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
86889P208
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,205,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,205,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,000.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
86889P208
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,205,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,205,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,000.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
86889P208
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,205,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,205,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,000.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
86889P208
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,205,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,205,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,000.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
86889P208
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,205,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,205,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,000.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
86889P208
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,205,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,205,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,000.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
86889P208
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,205,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,205,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,000.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Surrozen, Inc.
(b)
Address of issuer's principal executive offices:
171 OYSTER POINT BLVD, SUITE 400, SOUTH SAN FRANCISCO, CA, 94080.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
VHCP III Delaware
Co-Investment III Delaware
VHCP EG Delaware
VHCP Management III Delaware
VHCP Management EG Delaware
Shah United States
Koh United States
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
86889P208
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)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 130,890 shares of common stock, pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 207,834 shares of common stock and common stock warrants (the "Series E Warrants" and together with the Pre-Funded Warrants, the "Warrants") exercisable for up to 169,362 shares of common stock held by VHCP III, (ii) 13,102 shares of common stock, Pre-Funded Warrants exercisable for up to 20,804 shares of common stock and Series E Warrants exercisable for up to 16,953 shares of common stock held by VHCP Co-Investment III, and (iii) 488,939 shares of common stock, Pre-Funded Warrants exercisable for up to 776,362 shares of common stock and Series E Warrants exercisable for up to 632,650 shares of common stock held by VHCP EG. The Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Warrants to the extent that, following exercise, VHCP III, VHCP Co-Investment III and VHCP EG, together with their affiliates and other attribution parties, would own more than 9.99% of the outstanding common stock of the Issuer. VHCP III, VHCP Co-Investment III and VHCP EG are currently prohibited from exercising a portion of the Warrants to the extent that such exercise would result in beneficial ownership of more than 1,205,000 shares of common stock.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of March 31, 2026. Such percentage is based upon the sum of (i) 11,490,000 shares of the Issuer's common stock outstanding as of March 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 6, 2026, and (ii) 572,069 shares of common stock issuable upon the exercise of the Warrants. Due to field limitations of the EDGAR filing system, the percentage listed in row 11 of each Reporting Person's cover page has been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
05/15/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
05/15/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
05/15/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh (incorporated by reference to Exhibit 24.1 to Schedule 13G filed on April 2, 2025)
Exhibit 24.2 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit 24.2 to Schedule 13G filed on April 2, 2025)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on April 2, 2025)
What percent of Surrozen (SRZN) does the Venrock group report owning?
They report beneficial ownership of 9.99% as of March 31, 2026. This percentage is calculated using 11,490,000 shares outstanding plus 572,069 shares issuable upon warrants.
How many shares outstanding did Surrozen report for the ownership calc?
The filing uses an outstanding share count of 11,490,000 shares as of March 31, 2026. That figure is the base used to compute the 9.99% beneficial ownership percentages.
What are the warrants and how many shares can they convert into?
The Reporting Persons hold Pre-Funded Warrants and Series E Warrants exercisable for a combined 572,069 shares as disclosed in the ownership schedule incorporated by reference.
What is the Beneficial Ownership Blocker mentioned in the filing?
The filing states a Beneficial Ownership Blocker in the Warrants that prevents exercise to the extent it would raise collective ownership above 9.99%; certain exercises are therefore capped at 1,205,000 shares.
Who are the Reporting Persons in this Schedule 13G/A for SRZN?
The Reporting Persons include Venrock entities (VHCP III, VHCP Co-Investment III, VHCP EG, VHCP Management III, VHCP Management EG) and individuals Nimish Shah and Bong Koh, filing as a group.
