Surrozen Inc SEC Filings

Surrozen, Inc. discloses a high-risk development-stage profile: the company has a history of operating losses and expects to continue incurring significant losses while none of its product candidates have regulatory approval. The filing emphasizes substantial funding needs to advance its Wnt therapeutics pipeline and acknowledges that future equity or debt financings could dilute existing shareholders. It lists multiple outstanding and reserved equity instruments, including 8,499,821 shares (or pre-funded warrants) offered at $11.60 per share in a March 2025 private placement and several classes of warrants and options exercisable at specified prices.

The company also details material operational risks: reliance on third parties for trials and manufacturing, potential clinical delays or safety setbacks, competitive pressures, international regulatory and trade risks, and concentrated stockholder voting control that may limit minority influence.

Nantahala Capital Management, LLC and its principals, Wilmot B. Harkey and Daniel Mack, report beneficial ownership of 455,299 shares of Surrozen, Inc. common stock (CUSIP 86889P208), representing 5.18% of the outstanding class as of June 30, 2025. The reported total includes 225,772 shares that may be acquired within 60 days upon exercise of warrants. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

StemPoint Capital LP, StemPoint Capital Management GP LLC and Michelle Ross jointly report beneficial ownership of 1,016,197 shares of Surrozen common stock, representing 11.4% of the class. That total comprises 686,539 currently outstanding shares and 329,658 shares issuable upon exercise of warrants. The Reporting Persons disclose no sole voting or dispositive power; they report shared voting power of 963,133 and shared dispositive power of 1,016,197.

The 11.4% figure is calculated using a base of 8,562,584 shares outstanding plus certain warrants added pursuant to Rule 13d-3(d)(1)(i), including Series E Warrants and 2024 PIPE Series A and B warrants. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Driehaus Capital Management LLC reports beneficial ownership of 67,566 shares of Surrozen, Inc. common stock, equal to 0.79% of the class. The filing shows Driehaus has shared voting and shared dispositive power over all 67,566 shares and reports no sole voting or dispositive power. The filer is identified as an investment adviser (IA). Item 5 is marked for ownership of 5 percent or less of a class, and Items 6-9 indicate no holdings on behalf of others, no parent/subsidiary acquisition, and no group affiliation.

Surrozen, Inc. is the issuer and this Schedule 13G/A discloses that Stonepine-related reporting persons collectively beneficially own 508,687 shares of Surrozen common stock, representing 5.8% of the outstanding class. That total is composed of 306,029 shares of Common Stock plus 202,658 shares issuable on exercise of Series A, B and E warrants, with the calculation based on 8,570,355 shares outstanding as reported by the issuer.

The reporting persons (Stonepine Capital Management, LLC; Stonepine Capital, L.P.; Stonepine GP, LLC; and Jon M. Plexico) report shared voting and dispositive power over the 508,687 shares and no sole voting or dispositive power. The partnership holds the shares for investors and may direct receipt of dividends or sale proceeds. The filing includes a certification that the position was not acquired to change or influence control of the issuer.

Surrozen, Inc. registers 250,000 shares of its common stock, par value $0.0001 per share, to be issued under the Surrozen, Inc. 2025 Equity Inducement Plan. The registration statement incorporates the company’s prior annual, proxy, quarterly and current reports by reference so that those documents form part of the disclosure for the plan.

The filing reiterates that the company provides contractual indemnification to directors and officers under Delaware law, maintains indemnification agreements and standard directors-and-officers insurance, and includes the 2025 Plan and related legal and auditor consents as exhibits.

Surrozen reported a cash position of $90.4 million and returned a net income of $39.7 million for the three months ended June 30, 2025, and $12.8 million for the six‑month period, driven largely by noncash fair‑value changes in a tranche liability and warrant liabilities. Operating activities used $15.4 million of cash in the first half of 2025 while the company recorded a consolidated accumulated deficit of approximately $272.5 million. In March 2025 Surrozen completed the first tranche of a two‑tranche private placement (the 2025 PIPE), raising net proceeds of about $71.2 million from the first closing and issuing 5.2 million shares, pre‑funded warrants and Series E warrants; the second tranche is contingent on FDA clearance of an IND for SZN‑8141. Warrant liabilities and a remaining tranche liability create significant noncash volatility: warrant liabilities were reported at $32.6 million and the tranche liability at $10.9 million as of June 30, 2025. Management believes existing cash is sufficient for at least 12 months, but the company expects continued R&D spending and may need additional capital to advance its pipeline.

Surrozen, Inc. reported by way of a Current Report on Form 8-K that on August 8, 2025 it issued a press release announcing its financial results for the quarter ended June 30, 2025. The press release is attached to the 8-K as Exhibit 99.1 and the filing also includes the Cover Page Interactive Data File (Exhibit 104). The company notes that the information in Item 2.02 and the attached exhibit is not deemed to be "filed" for Section 18 purposes and will not be incorporated by reference into other filings under the Securities Act.

The report lists the company as an emerging growth company and confirms securities registered on Nasdaq: Common Stock (SRZN) and Redeemable warrants (SRZNW). The document is signed by Charles Williams, Chief Financial Officer, Chief Operating Officer and Corporate Secretary.