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StemPoint Capital and related parties reported a significant ownership stake in Surrozen, Inc. The Schedule 13G/A shows StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross collectively beneficially owning 619,766 shares of Surrozen common stock, including 329,658 shares issuable upon exercise of warrants.
This represents 7.0% of Surrozen’s common stock, calculated using 8,571,421 shares outstanding as of November 5, 2025, plus specified Series A, B, and E warrants subject to a 9.9% beneficial ownership limitation. The filers state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Surrozen.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Surrozen (SRZN) does StemPoint Capital report?
StemPoint Capital LP, its general partner, and Michelle Ross report beneficial ownership of 619,766 Surrozen common shares. This stake includes 329,658 shares issuable upon exercise of warrants and represents 7.0% of the company’s common stock, based on the issuer’s reported shares outstanding and warrant terms.
How did StemPoint Capital calculate its 7.0% beneficial ownership in SRZN?
The 7.0% figure is based on 8,571,421 Surrozen common shares outstanding as of November 5, 2025. The calculation also adds Series A, Series B, and Series E warrants exercisable for 329,658 shares, subject to a 9.9% beneficial ownership limitation, consistent with Rule 13d-3(d)(1)(i).
Who are the reporting persons on the Surrozen (SRZN) Schedule 13G/A?
The filing is jointly made by StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross. StemPoint Capital LP and its general partner are organized in Delaware, while Michelle Ross is a U.S. citizen, and all share the same New York business address for this filing.
Does StemPoint Capital seek control of Surrozen (SRZN) with this 7.0% stake?
The reporting persons certify the Surrozen securities were acquired and are held in the ordinary course of business. They state the holdings were not acquired and are not held for the purpose of changing or influencing control of the issuer, except for limited nomination-related activities referenced in the certification.
What portion of StemPoint Capital’s Surrozen (SRZN) stake is in warrants?
Of the 619,766 beneficially owned shares, 329,658 are issuable upon exercise of Series A, Series B, and Series E warrants. The filing notes these warrants are included in shared voting and dispositive power, and certain Series E warrants are subject to a 9.9% beneficial ownership cap.
Who signed the Surrozen (SRZN) Schedule 13G/A for StemPoint Capital?
Sean C. Tan signed as authorized signatory for StemPoint Capital LP and StemPoint Capital Management GP LLC, while Michelle Ross signed in her individual capacity. The filing also includes a joint filing agreement under Rule 13d-1(k) confirming the coordinated reporting arrangement among the parties.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Surrozen, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
86889P208
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
86889P208
1
Names of Reporting Persons
StemPoint Capital LP
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
573,323.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
619,766.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
619,766.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
86889P208
1
Names of Reporting Persons
StemPoint Capital Management GP 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
573,323.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
619,766.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
619,766.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: StemPoint Capital Management GP LLC is a limited liability company.
SCHEDULE 13G
CUSIP No.
86889P208
1
Names of Reporting Persons
Michelle Ross
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
573,323.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
619,766.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
619,766.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
HC, 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:
This filing is being jointly filed by StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross (collectively, the "Reporting Persons" and each a "Reporting Person").
(b)
Address or principal business office or, if none, residence:
The business addresses of each Reporting Person is:
520 Madison Avenue, 19th Floor
New York, NY 10022
(c)
Citizenship:
StemPoint Capital LP is a limited partnership organized under the laws of the State of Delaware.
StemPoint Capital Management GP LLC is a limited liability company organized under the laws of the State of Delaware.
Michelle Ross is a citizen of the United States of America.
(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:
Items 5-9 of each cover page are incorporated by reference. Each Reporting Person may be deemed to be the beneficial owner of 619,766 shares of Common Stock, which amount consists of 290,108 shares of Common Stock and 329,658 shares of Common Stock issuable upon the exercise of Warrants.
(b)
Percent of class:
Each Reporting Person may be deemed to beneficially own 7.0% shares of Common Stock, which is calculated based on (i) 8,571,421 Shares outstanding of Common Stock as of November 05, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 07, 2025, (ii) Series A Warrants exercisable for up to 70,158 Shares of Common Stock, (iii) Series B Warrants exercisable for up to 64,500 Shares of Common Stock, and (iv) Series E Warrants exercisable for up to 195,000 Shares of Common Stock, subject to a 9.9% beneficial ownership limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
573,323. Comment: Shared voting power includes 329,658 Warrants beneficially owned by the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to dispose or to direct the disposition of:
619,766. Comment: Shared dispositive power includes 329,658 Warrants beneficially owned by the Reporting Persons.
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 acquired and are held in the ordinary course of business and 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.
