Joint Filing: StemPoint, Michelle Ross Hold 1.02M Surrozen Shares Including Warrants

Rhea-AI Filing Summary

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.

Positive

• Material stake disclosed: Reporting Persons beneficially own 1,016,197 shares, representing 11.4% of the class.
• Economic exposure includes warrants: The total includes 329,658 shares issuable upon exercise of warrants, showing substantive economic interest.

Negative

• No sole control: Reporting Persons report 0 sole voting power and rely on shared voting/dispositive powers.
• Warrant terms noted: Warrants contributing to the position are described as subject to a Beneficial Ownership Limitation.

Insights

Securities Analyst

TL;DR: A joint disclosure shows a material 11.4% economic stake in Surrozen including warrants; no sole control claimed.

The Reporting Persons together hold 1,016,197 shares of Surrozen on a beneficial basis, including 329,658 shares from exercisable warrants, which is a material position above the 5% reporting threshold. The filing explicitly reports shared voting and dispositive power rather than sole control and states the position was acquired in the ordinary course of business. This is a material ownership disclosure for market transparency but contains no indication of an activist or control intent.

Corporate Governance Expert

TL;DR: Material ownership disclosed, but governance influence appears limited by shared powers and stated intent not to seek control.

The joint filing clarifies that the position includes a sizable warrant component and that voting/dispositive authority is shared. The statement that the securities are not held to change or influence control is legally significant and shapes the governance interpretation of this stake. Investors should view this as a notable ownership disclosure without explicit control or activism signals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Surrozen, Inc.

(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

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 963,133.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,016,197.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,016,197.00

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)

11.4 %

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 963,133.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,016,197.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,016,197.00

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)

11.4 %

12

Type of Reporting Person (See Instructions)

CO

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 963,133.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,016,197.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,016,197.00

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)

11.4 %

12

Type of Reporting Person (See Instructions)

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 (the "Reporting Persons").
(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 1,016,197 Shares, which amount consists of 686,539 of Shares and 329,658 Shares issuable upon the exercise of Warrants.
(b)	Percent of class: Each Reporting Person may be deemed to beneficially own 11.4% of the Shares, which is calculated based on (i) 8,562,584 Shares outstanding of Common Stock as of May 07, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 9, 2025, (ii) plus common stock warrants (the "Series E Warrants") exercisable for up to 195,000 shares of common stock, (iii) 2024 PIPE Warrants - Series A exercisable for up to 70,158 shares of common stock, and (iv) 2024 PIPE Warrants - Series B exercisable for up to 64,500 shares of common stock, 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: 963,133 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: 1,016,197. 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.
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.

StemPoint Capital LP

Signature:	/s/ Sean C. Tan
Name/Title:	Sean C. Tan, Authorized Signatory
Date:	08/14/2025

StemPoint Capital Management GP LLC

Signature:	/s/ Sean C. Tan
Name/Title:	Sean C. Tan, Authorized Signatory
Date:	08/14/2025

Michelle Ross

Signature:	/s/ Michelle Ross
Name/Title:	Michelle Ross
Date:	08/14/2025

Exhibit Information

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

FAQ

What stake does StemPoint report in Surrozen (SRZNW)?

The Reporting Persons jointly report beneficial ownership of 1,016,197 shares, representing 11.4% of the class.

How is the 1,016,197-share total composed?

It comprises 686,539 currently held shares and 329,658 shares issuable upon exercise of warrants.

Do the Reporting Persons claim control of Surrozen (SRZNW)?

No. The filing reports no sole voting or dispositive power; voting power is reported as shared (963,133).

How was the 11.4% ownership percentage calculated?

The percentage uses a base of 8,562,584 shares outstanding plus certain warrants added under Rule 13d-3(d)(1)(i), including Series E and 2024 PIPE Series A and B warrants.

Was the stake acquired to influence control of the issuer?

The filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.