Surrozen amendment: 5AM reports 9.5% stake

Accepted by SEC EDGAR 05/15/2026 - 04:06 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Surrozen, Inc. amendment to a Schedule 13G/A reports that each of 5AM Ventures VII, L.P., 5AM Partners VII, LLC, Andrew J. Schwab and Kush Parmar beneficially own 1,162,500 shares, representing 9.5% of common stock based on 11,486,707 shares outstanding as of March 18, 2026. The filing discloses that Ventures VII directly holds 387,500 shares plus warrants exercisable for 77,500 shares, and has rights to purchase an additional 465,000 shares and warrants exercisable for 232,500 shares upon a regulatory milestone or under limited post-termination windows.

The filing states that Partners VII is the general partner of Ventures VII and that Schwab and Dr. Parmar are managing members of Partners VII, sharing voting and dispositive power over the securities held by Ventures VII. The reporting persons disclaim status as a group.

Insights

Institutional Ownership Analyst

5AM entities report a 9.5% stake via direct holdings, warrants, and contingent rights.

The filing itemizes both currently held securities and contingent acquisition rights: 387,500 shares held directly and warrants for 77,500 shares, plus contingent 465,000 shares and 232,500 warrant shares tied to a regulatory milestone or termination provisions. These contingent rights are treated as beneficially owned for percentage calculation as described.

Timing and exercise conditions are explicit: the additional securities are purchasable upon the issuer achieving a regulatory milestone on or prior to October 31, 2026, or within 30 days after a termination notice. Cash‑flow treatment and pricing terms are not stated in the excerpt; subsequent filings will show whether these contingent securities convert into issued shares.

Corporate Governance Specialist

Voting and dispositive power is shared through the fund and its general partner structure.

The report clarifies that Partners VII is the sole general partner of Ventures VII, and that Schwab and Dr. Parmar are managing members of Partners VII, each sharing voting and dispositive authority over Ventures VII's holdings. The filing also contains an explicit disclaimer that the Reporting Persons are not a "group."

Ownership percentage is calculated using 11,486,707 shares outstanding as of March 18, 2026. Any material change in outstanding shares or conversion/exercise will affect the reported percentage and should appear in future amendments.

Key Figures

Beneficially owned shares: 1,162,500 shares Outstanding common stock: 11,486,707 shares Directly held shares (Ventures VII): 387,500 shares +3 more

6 metrics

Beneficially owned shares 1,162,500 shares each Reporting Person, percent based on outstanding shares

Outstanding common stock 11,486,707 shares shares outstanding as of March 18, 2026

Directly held shares (Ventures VII) 387,500 shares Ventures VII direct holdings

Warrants exercisable (current) 77,500 shares Warrants held by Ventures VII exercisable for common stock

Contingent 2nd Closing Shares 465,000 shares Purchasable by Ventures VII upon regulatory milestone or within 30 days after termination notice

Contingent 2nd Closing Warrants 232,500 shares Warrants exercisable for up to 232,500 shares tied to the 2nd closing

Key Terms

Warrants, Securities Purchase Agreement, Termination Notice, Beneficially owned

4 terms

Warrants financial

"Ventures VII directly holds (i) 387,500 shares of common stock; and (ii) common warrants exercisable for up to 77,500 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Securities Purchase Agreement legal

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

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.

Termination Notice legal

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

Beneficially owned regulatory

"Each Reporting Person beneficially owns 9.5% of the Issuer's common stock"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does 5AM Ventures report in SRZN?

The filing states 1,162,500 shares beneficially owned by each reporting person, equal to 9.5% of outstanding common stock based on 11,486,707 shares as of March 18, 2026.

How many shares does Ventures VII directly hold in Surrozen?

Ventures VII directly holds 387,500 shares of common stock and holds warrants exercisable for 77,500 shares, as disclosed in the filing.

What contingent securities are included in the 9.5% calculation?

The percentage includes rights to purchase 465,000 additional shares and warrants exercisable for 232,500 shares tied to a regulatory milestone or termination provisions.

When can Ventures VII acquire the additional shares and warrants?

Acquisition rights become exercisable upon the issuer achieving a regulatory milestone on or before October 31, 2026, or within 30 calendar days after a termination notice, per the filing.

Who holds voting and dispositive power for these holdings?

The filing states Partners VII is Ventures VII's general partner and that Andrew J. Schwab and Kush Parmar are managing members who share voting and dispositive power over Ventures VII's securities.

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

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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

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 1,162,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,162,500.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,162,500.00

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)

9.5 %

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 1,162,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,162,500.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,162,500.00

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)

9.5 %

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 1,162,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,162,500.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,162,500.00

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)

9.5 %

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 1,162,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,162,500.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,162,500.00

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)

9.5 %

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 and is incorporated by reference. Ventures VII directly holds (i) 387,500 shares of common stock; and (ii) common warrants (the "Warrants") exercisable for up to 77,500 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: Each Reporting Person beneficially owns 9.5% of the Issuer's common stock, which percentage is based upon 11,486,707 shares of the Issuer's common stock outstanding as of March 18, 2026, as reported in the Issuer's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 1, 2026, adjusted to give effect to the Warrants, 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 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.

5AM Partners VII, LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	05/15/2026

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:	05/15/2026

Kush Parmar

Signature:	/s/ Kush Parmar
Name/Title:	Kush Parmar
Date:	05/15/2026

Andrew J. Schwab

Signature:	/s/ Andrew J. Schwab
Name/Title:	Andrew J. Schwab
Date:	05/15/2026

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).