StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross report beneficial ownership of 602,798 shares of Surrozen, Inc. common stock.
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StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross report beneficial ownership of 602,798 shares of Surrozen, Inc. common stock. This includes 273,140 shares of common stock and 329,658 shares issuable upon exercise of Series A, B, and E warrants, all subject to a 9.99% Beneficial Ownership Limitation.
Based on 11,610,371 shares outstanding as of May 4, 2026 (plus the warrants counted under Rule 13d-3(d)(1)(i)), the Reporting Persons may be deemed to beneficially own 5.0% of the common stock. They report no sole voting or dispositive power, with shared voting power over 543,495 shares and shared dispositive power over all 602,798 shares.
Key Figures
Beneficially owned shares:602,798 sharesOwnership percentage:5.0%Shares outstanding baseline:11,610,371 shares+5 more
8 metrics
Beneficially owned shares602,798 sharesTotal Surrozen common stock beneficially owned by the Reporting Persons
Ownership percentage5.0%Percent of Surrozen common stock beneficially owned
Shares outstanding baseline11,610,371 sharesSurrozen common shares issued and outstanding as of May 4, 2026
Common shares held273,140 sharesSurrozen common stock held excluding warrants
Shares underlying warrants329,658 sharesTotal Surrozen shares underlying Series A, B, and E warrants
Shared voting power543,495 sharesShares over which the Reporting Persons share voting power
Shared dispositive power602,798 sharesShares over which the Reporting Persons share dispositive power
Beneficial Ownership Limitation9.99%Cap on ownership via Series A, B, and E warrants
Key Terms
Beneficial Ownership Limitation, Series A Warrants, Series B Warrants, Series E Warrants, +1 more
5 terms
Beneficial Ownership Limitationregulatory
"The Series A, B, and E Warrants are subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Series A Warrantsfinancial
"70,158 shares of Common Stock underlying Series A Warrants"
Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.
Series B Warrantsfinancial
"64,500 shares of Common Stock underlying Series B Warrants"
Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.
Series E Warrantsfinancial
"195,000 shares of Common Stock underlying Series E Warrants"
Rule 13d-3(d)(1)(i)regulatory
"added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Surrozen (SRZN) does StemPoint Capital report owning?
StemPoint Capital and related Reporting Persons report beneficial ownership of 5.0% of Surrozen’s common stock. This percentage is calculated using 11,610,371 shares outstanding as of May 4, 2026, plus certain warrant shares under Rule 13d-3(d)(1)(i).
How many Surrozen (SRZN) shares does StemPoint Capital beneficially own?
The Reporting Persons may be deemed to beneficially own 602,798 shares of Surrozen common stock. This total includes 273,140 common shares and 329,658 shares underlying Series A, B, and E warrants, subject to a 9.99% Beneficial Ownership Limitation.
What voting power does StemPoint Capital have over Surrozen (SRZN) shares?
The Reporting Persons report no sole voting power and shared voting power over 543,495 shares of Surrozen common stock. The shared voting power figure includes 329,658 warrants that are beneficially owned and counted for voting purposes.
What is the Beneficial Ownership Limitation on Surrozen (SRZN) warrants held by StemPoint?
The Series A, B, and E warrants held by the Reporting Persons are subject to a 9.99% Beneficial Ownership Limitation. This provision prevents exercise of the warrants to the extent it would cause their beneficial ownership to exceed 9.99% of Surrozen’s common stock at any time.
How is StemPoint’s 5.0% Surrozen (SRZN) ownership stake calculated?
The 5.0% stake is based on 11,610,371 Surrozen common shares outstanding as of May 4, 2026, plus warrant shares (Series A, B, E) that are exercisable, added under Rule 13d-3(d)(1)(i). This yields total beneficial ownership of 602,798 shares.
Does StemPoint Capital have dispositive power over its Surrozen (SRZN) holdings?
The Reporting Persons report no sole dispositive power but shared dispositive power over 602,798 shares of Surrozen common stock. Shared dispositive power includes 329,658 warrants that form part of their overall beneficial ownership position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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
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
543,495.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
602,798.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
602,798.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
IA, PN
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
543,495.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
602,798.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
602,798.00
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)
5.0 %
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 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
543,495.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
602,798.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
602,798.00
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)
5.0 %
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 Number(s):
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 602,798 shares of Common Stock, $0.0001 par value per share (the "Common Stock"), consisting of (i) 273,140 shares of Common Stock, (ii) 70,158 shares of Common Stock underlying Series A Warrants, (iii) 64,500 shares of Common Stock underlying Series B Warrants, and (iv) 195,000 shares of Common Stock underlying Series E Warrants. The Series A, B, and E Warrants are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation").
(b)
Percent of class:
Each Reporting Person may be deemed to beneficially own 5.0% shares of Common Stock, which is calculated based on (i) 11,610,371 shares of Common Stock reported as issued and outstanding as of May 4, 2026 in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026, plus 70,158 shares of Common Stock which may be acquired upon the exercise of Series A Warrants, 64,150 shares of Common Stock which may be acquired upon the exercise of Series B Warrants, and 195,000 shares of Common Stock which may be acquired upon the exercise of Series E Warrants, which are subject to the 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:
543,495. 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:
602,798. 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.
