Surrozen, Inc. reports beneficial ownership of 525,639 shares, representing 4.5% of its common stock. The amount consists of 195,981 shares of common stock and 329,658 shares issuable upon exercise of warrants. Shares outstanding were 11,486,707 as of March 19, 2026, and warrant counts include Series A, Series B and Series E warrants; ownership is subject to a 9.9% beneficial ownership limitation.
Positive
None.
Negative
None.
Insights
Stake is a passive sub-5% holding with derivative exposure via warrants.
The filing shows a combined beneficial position of 4.5% equal to 525,639 shares, made up of 195,981 common shares and 329,658 warrants exercisable into common stock. The reporting persons filed jointly under Rule 13d-1(k).
Because the position is under 5% and includes warrants subject to a 9.9% beneficial ownership limitation, this is likely a passive investment; future disclosures would show any change in status.
Warrants materially affect legal economic exposure though not all are exercised.
The filing explicitly attributes 329,658 warrants to the Reporting Persons; these are added under Rule 13d-3(d)(1)(i) when calculating percent ownership against 11,486,707 shares outstanding as of March 19, 2026. Exercise of those warrants would change potential dilution.
Key dependencies include the warrants' exercise terms and the 9.9% beneficial ownership limitation. Subsequent filings would quantify any exercises or changes in voting/dispositive power.
Key Figures
Beneficial ownership:525,639 sharesCommon shares owned:195,981 sharesWarrants exercisable:329,658 shares+1 more
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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
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
490,681.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
525,639.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
525,639.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
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
490,681.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
525,639.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
525,639.00
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)
4.5 %
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 Number(s):
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
490,681.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
525,639.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
525,639.00
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)
4.5 %
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 525,639 Shares of Common Stock, which amount consists of 195,981 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 4.5% shares of Common Stock, which is calculated based on (i) 11,486,707 Shares outstanding of Common Stock as of March 19, 2026, as reported in the Issuer's report on Form 10-K for the annual period ended December 31, 2025 filed with the SEC on March 23, 2026, (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:
490,681. 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:
525,639. 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.
Ownership of 5 percent or less of a class
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.
What stake do StemPoint and Michelle Ross report in Surrozen (SRZN)?
They report beneficial ownership of 525,639 shares, representing 4.5% of common stock, combining 195,981 shares and 329,658 warrants as reported in the filing.
How is the 525,639-share figure composed in the SRZN filing?
The figure consists of 195,981 shares of common stock plus 329,658 shares issuable upon exercise of Series A, B and E warrants, per the filing's Item 4 disclosure.
What shares outstanding figure does the filing use to calculate the percent ownership?
The filing uses 11,486,707 shares outstanding as of March 19, 2026 (reported in the issuer's Form 10-K filed March 23, 2026) to calculate the 4.5% ownership.
Are there limits on how many shares the Reporting Persons can beneficially own?
Yes; the filing states the reported ownership is subject to a 9.9% beneficial ownership limitation, which affects how warrant-derived shares are counted under Rule 13d-3(d)(1)(i).
Who signed the Schedule 13G/A for Surrozen and when?
The filing is jointly signed by authorized signatory Sean C. Tan (for StemPoint entities) and Michelle Ross, with signature dates shown as May 15, 2026.
