New insider Kutzkey Tim claimed ownership of 1,844,570 shares (SEC Form 3)
$SRZN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/26/2025 |
3. Issuer Name and Ticker or Trading Symbol
Surrozen, Inc./DE [ SRZN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 704,332 | I | By The Column Group III, LP(1) |
| Common Stock | 795,411 | I | By The Column Group III-A, LP(2) |
| Common Stock | 344,827 | I | By The Column Group Opportunity III, LP(3)(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Common Warrants | (5) | (5) | Common Stock | 90,897 | $11.54 | I | By The Column Group III, LP(1) |
| Series A Common Warrants | (5) | (5) | Common Stock | 102,651 | $11.54 | I | By The Column Group III-A, LP(2) |
| Series B Common Warrants | (6)(7) | (6)(7) | Common Stock | 98,870 | $11.54 | I | By The Column Group III, LP(1) |
| Series B Common Warrants | (6)(7) | (6)(7) | Common Stock | 111,656 | $11.54 | I | By The Column Group III-A, LP(2) |
| Series E Common Warrants | (8) | (8) | Common Stock | 161,943 | $11.54 | I | By The Column Group III, LP(1) |
| Series E Common Warrants | (8) | (8) | Common Stock | 182,884 | $11.54 | I | By The Column Group III-A, LP(2) |
| Series E Common Warrants | (8) | (8) | Common Stock | 172,414 | $11.54 | I | By The Column Group Opportunity III, LP(3)(4) |
| Second Tranche Units (Right to Buy)(9)(10) | (9)(10) | (9)(10) | Common Stock | 485,830 | $11.6 | I | By The Column Group III, LP(1) |
| Second Tranche Units (Right to Buy)(9)(10) | (9)(10) | (9)(10) | Common Stock | 548,653 | $11.6 | I | By The Column Group III-A, LP(2) |
| Second Tranche Units (Right to Buy)(9)(10) | (9)(10) | (9)(10) | Common Stock | 517,241 | $11.6 | I | By The Column Group Opportunity III, LP(3)(4) |
| Explanation of Responses: |
| 1. The securities are directly held by The Column Group III, LP ("TCG III LP"). The Column Group III GP, LP ("TCG III GP") is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are David Goeddel, Peter Svennilson and the Reporting Person, a member of the Issuer's board of directors (collectively, the "Managing Partners"). The Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities. |
| 2. The securities are directly held by The Column Group III-A, LP ("TCG III-A LP"). TCG III GP is the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are the Managing Partners. The Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities. |
| 3. The securities are directly held by The Column Group Opportunity III, LP ("TCG Opportunity III LP"). The Column Group Opportunity III GP, LP ("TCG Opportunity III GP LP") is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP, LLC ("TCG Opportunity III GP LLC") is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of TCG Opportunity III GP LLC are David Goeddel, Peter Svennilson and the Reporting Person, a member of the Issuer's board of directors (collectively, the "Managing Members"). |
| 4. (continued from footnote 3) TCG Opportunity III GP LP, TCG Opportunity III GP LLC and each of the Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities. |
| 5. These Series A Common Warrants were initially purchased as part of a unit, consisting of (i) $14.25 per share of the Issuer's Common Stock and (ii) $1.25 attributable to accompanying warrants to purchase shares of the Issuer's Common Stock, which TCG III LP and TCG III-A LP purchased in the Issuer's private placement on April 4, 2024. The exercise price of these Series A Common Warrants was reduced to $11.54 per share in connection with the 2025 Private Placement. These Series A Common Warrants are immediately exercisable and expire on April 4, 2029. |
| 6. These Series B Common Warrants were initially purchased as part of a unit, consisting of (i) $14.25 per share of the Issuer's Common Stock and (ii) $1.25 attributable to accompanying warrants to purchase shares of the Issuer's Common Stock, which TCG III LP and TCG III-A LP purchased in the Issuer's private placement on April 4, 2024. The exercise price of these Series B Common Warrants was reduced to $11.54 per share in connection with the 2025 Private Placement. These Series B Common Warrants are exercisable immediately upon issuance and expire on the fifth trading day following the Issuer's announcement that |
| 7. (continued from footnote 5) (i) it has completed the enrollment of at least 15 patients with a 30-day mortality rate less than 30% in the Issuer's SZN-043 Phase 1b clinical trial for the treatment of severe alcohol-associated hepatitis, with no recommended changes by the Safety Review Committee to the study design, including changes related to dose or schedule, and (ii) Safety Review Committee approval for the Issuer to advance to a higher dose cohort. |
| 8. These Series E Common Warrants are exercisable immediately and will not expire until exercised in full (subject to certain beneficial ownership limitations). |
| 9. Each Second Tranche Unit consists of (a) one share of the Issuer's Common Stock and (b) one half of a Series E Common Warrant to purchase shares of Common Stock. The Second Tranche Units may be purchased in a second closing (the "Second Closing"). The Second Closing is contingent upon the public announcement of the receipt of clearance from the U.S. Food and Drug Administration on or prior to October 31, 2026 of the Issuer's Investigation New Drug Application for SZN-8141 (the "Second Closing Milestone"); provided, that the Second Closing may not occur prior to six months and one day following March 26, 2025. If the Issuer terminates its SZN-8141 program prior to October 31, 2026, then the Issuer is required to provide written notice to each purchaser of Second Tranche Units no later than two trading days following such termination (the "Termination Notice"). |
| 10. (continued from footnote 7) Each purchaser of Second Tranche Units will have the right, but not the obligation, for 30 calendar days following the receipt of the Termination Notice, upon written notice to the Issuer, to purchase the Second Tranche Units subscribed for by such purchaser in the Second Closing. In addition, at any time prior to October 31, 2026 or the date of the Termination Notice (if earlier), in lieu of the requirement to purchase Second Tranche Units in the Second Closing, each purchaser of Second Tranche Units has the right, but not the obligation, upon five trading days' prior written notice to the Issuer to purchase all (but not a portion) of the Second Tranche Units subscribed for by such purchaser in the Second Closing. |
| /s/ Tim Kutzkey by James Evangelista, Attorney-in-Fact | 03/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||