Nantahala Discloses 5.18% Stake (455,299 Shares) in Surrozen (SRZNW)

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.

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of beneficial ownership—455,299 shares representing 5.18% of the class is explicitly reported.
• Transparency on exerciseable securities—the filing states 225,772 shares may be acquired within 60 days via warrants.
• Filing classifies holdings as passive—reporters certify shares are held in the ordinary course and not to change control.

Negative

• None.

Insights

Financial Analyst

TL;DR: Nantahala reports a 5.18% beneficial stake in Surrozen, including exercisable warrants that materially contribute to the position.

The filing discloses a 455,299-share position equal to 5.18% of Surrozen's common stock, with 225,772 shares exercisable via warrants within 60 days. For investors, the combination of direct holdings and near-term exercisable warrants clarifies potential dilution and voting-power calculations. The filing classifies Nantahala as an investment adviser filing under Rule 13d-1(b), and the reporting persons explicitly state the holdings are ordinary-course and not intended to influence control.

Corporate Governance Expert

TL;DR: A >5% disclosure triggers SEC Schedule 13G obligations; the filing affirms passive intent and shared voting/dispositive power.

The report shows shared voting and dispositive power over all 455,299 shares for Nantahala and its two principals, with zero sole voting or dispositive power reported. The statement includes the required certification that the holdings are not held to influence control, consistent with Schedule 13G rather than a 13D. This distinction is important for governance oversight and market transparency.

FAQ

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

How many Surrozen (SRZNW) shares does Nantahala Capital Management report owning?

The filing reports beneficial ownership of 455,299 shares, equal to 5.18% of the class as of June 30, 2025.

Does the reported ownership include exercisable warrants?

Yes. The 455,299-share total includes 225,772 shares that may be acquired within 60 days through the exercise of warrants.

Who are the individual reporting persons on the Schedule 13G/A?

The reporting persons are Nantahala Capital Management, LLC and two principals: Wilmot B. Harkey and Daniel Mack.

Is the stake reported as passive or active?

The filing is submitted on Schedule 13G and includes a certification that the securities are held in the ordinary course of business and not to influence control, indicating a passive intent.

What voting and dispositive powers are reported?

Each reporting person discloses 0 sole voting power and 455,299 shared voting power; similarly, 0 sole dispositive and 455,299 shared dispositive power.

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

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Accepted by SEC EDGAR 08/14/2025 - 04:36 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Surrozen, Inc./DE

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

86889P208

(CUSIP Number)

06/30/2025

(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

Nantahala Capital Management, 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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 455,299.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 455,299.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

455,299.00

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)

5.18 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 86889P208

1

Names of Reporting Persons

Wilmot B. Harkey

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 455,299.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 455,299.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

455,299.00

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)

5.18 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 86889P208

1

Names of Reporting Persons

Daniel Mack

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 455,299.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 455,299.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

455,299.00

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)

5.18 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Surrozen, Inc./DE
(b)	Address of issuer's principal executive offices: 171 OYSTER POINT BLVD SUITE 400 SOUTH SAN FRANCISCO, CALIFORNIA, 94080
Item 2.
(a)	Name of person filing: (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)	Citizenship: (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack 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: As of June 30, 2025, Nantahala may be deemed to be the beneficial owner of 455,299 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 455,299 Shares includes 225,772 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 5.18% (2) Wilmot B. Harkey: 5.18% (3) Daniel Mack: 5.18%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(ii) Shared power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 455,299 Shares. (2) Wilmot B. Harkey: 455,299 Shares. (3) Daniel Mack: 455,299 Shares.
	(iii) Sole power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(iv) Shared power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 455,299 Shares. (2) Wilmot B. Harkey: 455,299 Shares. (3) Daniel Mack: 455,299 Shares.
Item 5.	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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
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.

Nantahala Capital Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	08/14/2025

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	08/14/2025

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	08/14/2025