Surrozen (SRZN): 5AM Ventures group reports 7.8% beneficial ownership stake

Rhea-AI Filing Summary

5AM Ventures VII, L.P., 5AM Partners VII, LLC, Kush Parmar and Andrew J. Schwab report beneficial ownership of 968,750 shares of Surrozen, Inc. common stock, representing 7.8% of the class as of June 30, 2026. This includes 271,250 shares directly held by 5AM Ventures VII and additional rights under a March 24, 2025 Securities Purchase Agreement to acquire 465,000 2nd Closing Shares and 2nd Closing Warrants exercisable for up to 232,500 shares, contingent on a regulatory milestone or a Termination Notice related to the SZN-8141 development program. 5AM Partners VII is the sole general partner of 5AM Ventures VII, and Schwab and Parmar, as managing members of Partners VII, share voting and dispositive power over the reported securities.

Key Figures

Beneficial ownership: 968,750 shares Percent of class: 7.8% Shares outstanding: 11,754,000 shares +5 more

8 metrics

Beneficial ownership 968,750 shares Aggregate Surrozen common shares beneficially owned by the reporting persons as of June 30, 2026

Percent of class 7.8% Percentage of Surrozen common stock beneficially owned, based on 11,754,000 shares outstanding

Shares outstanding 11,754,000 shares Surrozen common stock outstanding as of June 30, 2026, per Form 10-Q

Currently held shares 271,250 shares Surrozen common stock directly held by 5AM Ventures VII

2nd Closing Shares 465,000 shares Additional Surrozen common shares 5AM Ventures VII has the right to purchase under the Purchase Agreement

2nd Closing Warrants 232,500 shares Shares issuable upon exercise of 2nd Closing Warrants available to 5AM Ventures VII

Milestone deadline October 31, 2026 Latest date for achieving regulatory milestone tied to 2nd Closing Securities

Termination Notice window 30 calendar days Period after a Termination Notice in which 5AM Ventures VII may purchase 2nd Closing Securities

Key Terms

Securities Purchase Agreement, 2nd Closing Warrants, regulatory milestone, Termination Notice, +1 more

5 terms

Securities Purchase Agreement financial

"pursuant to the Securities Purchase Agreement dated March 24, 2025 by and among the Issuer"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

2nd Closing Warrants financial

"common warrants (the "2nd Closing Warrants" and, together with the 2nd Closing Shares"

regulatory milestone regulatory

"in a second closing under the Purchase Agreement upon the Issuer's achievement of a regulatory milestone"

Termination Notice regulatory

"the Issuer is required to provide the investors under the Purchase Agreement, including Ventures VII, with a notice (the "Termination Notice")"

beneficially own financial

"By virtue of this right, Ventures VII is considered to beneficially own the 2nd Closing Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

What percentage of Surrozen (SRZN) does 5AM Ventures report owning?

5AM Ventures and related reporting persons report beneficial ownership of 7.8% of Surrozen’s common stock, based on 11,754,000 shares outstanding as of June 30, 2026, adjusted for shares acquirable within 60 days.

How many Surrozen (SRZN) shares are beneficially owned by the 5AM reporting group?

The reporting persons disclose beneficial ownership of 968,750 shares of Surrozen common stock. This figure includes 271,250 shares currently held and additional shares and warrants they have the right to acquire under a Securities Purchase Agreement.

How many Surrozen (SRZN) shares does 5AM Ventures currently hold versus rights to acquire?

5AM Ventures VII directly holds 271,250 shares of Surrozen common stock. It also has rights to purchase an additional 465,000 2nd Closing Shares and 2nd Closing Warrants for up to 232,500 shares, contributing to its reported beneficial ownership.

What triggers 5AM Ventures’ additional Surrozen (SRZN) share purchases under the Purchase Agreement?

Additional Surrozen securities become available if a regulatory milestone is achieved on or prior to October 31, 2026, or following a Termination Notice if Surrozen ends its SZN-8141 program, giving 5AM Ventures VII a 30-day purchase window.

How is control over the Surrozen (SRZN) shares structured among the 5AM entities and individuals?

5AM Ventures VII directly holds the shares, with 5AM Partners VII as its sole general partner. Andrew J. Schwab and Kush Parmar, as managing members of Partners VII, share voting and dispositive power over the securities held by 5AM Ventures VII.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 04:22 PM Accepted by SEC EDGAR 08/11/2026 - 04:22 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Surrozen, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

86889P208

(CUSIP Number)

06/30/2026

(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

5AM Partners VII, 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 968,750.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 968,750.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

968,750.00

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)

7.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 86889P208

1

Names of Reporting Persons

5AM Ventures VII, 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 968,750.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 968,750.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

968,750.00

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)

7.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 86889P208

1

Names of Reporting Persons

Kush Parmar

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 968,750.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 968,750.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

968,750.00

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)

7.8 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 86889P208

1

Names of Reporting Persons

Andrew J. Schwab

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 968,750.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 968,750.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

968,750.00

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)

7.8 %

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: 5AM Ventures VII, L.P. ("Ventures VII") 5AM Partners VII, LLC ("Partners VII") Andrew J. Schwab ("Schwab") Kush Parmar ("Dr. Parmar") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)	Address or principal business office or, if none, residence: c/o 5AM Ventures 4 Embarcadero Center, Suite 3110 San Francisco, CA 94111
(c)	Citizenship: Ventures VII Delaware Partners VII Delaware Schwab United States Parmar 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 securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. Ventures VII directly holds 271,250 shares of common stock. In addition, pursuant to the Securities Purchase Agreement dated March 24, 2025 by and among the Issuer and certain investors, including Ventures VII (the "Purchase Agreement"), Ventures VII has agreed to purchase an additional (i) 465,000 shares of the Issuer's common stock (the "2nd Closing Shares") and (ii) common warrants (the "2nd Closing Warrants" and, together with the 2nd Closing Shares, the "2nd Closing Securities") exercisable for up to 232,500 shares of common stock in a second closing under the Purchase Agreement upon the Issuer's achievement of a regulatory milestone on or prior to October 31, 2026. In the event that the Issuer terminates its SZN-8141 development program prior to October 31, 2026, then the Issuer is required to provide the investors under the Purchase Agreement, including Ventures VII, with a notice (the "Termination Notice"), after which Ventures VII would have the right, but not the obligation, to purchase the 2nd Closing Securities within the following 30 calendar days. Finally, at any time prior to the earlier of October 31, 2026 or the date of a Termination Notice, Ventures VII has the right, but not the obligation, to purchase all (but not a portion) of the 2nd Closing Securities. By virtue of this right, Ventures VII is considered to beneficially own the 2nd Closing Shares and the shares issuable upon exercise of the 2nd Closing Warrants. Partners VII is the sole general partner of Ventures VII and Schwab and Dr. Parmar are the managing members of Partners VII. Each of Partners VII, Schwab and Dr. Parmar shares voting and dispositive power over the securities held by Ventures VII.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 11,754,000 shares of the Issuer's common stock outstanding as of June 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 6, 2026, adjusted to give effect to the 2nd Closing Shares and 2nd Closing Warrants to the extent that such securities may be acquired and exercised within 60 days hereof, as referenced herein.
(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 June 30, 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 June 30, 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 June 30, 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 June 30, 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.

5AM Partners VII, LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	08/11/2026

5AM Ventures VII, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Partners VII, LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	08/11/2026

Kush Parmar

Signature:	/s/ Kush Parmar
Name/Title:	Kush Parmar
Date:	08/11/2026

Andrew J. Schwab

Signature:	/s/ Andrew J. Schwab
Name/Title:	Andrew J. Schwab
Date:	08/11/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on April 2, 2025).