SEC Form SC 13D/A filed by Surrozen Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
86889P 208
(CUSIP Number)
James Evangelista
Chief Financial Officer
The Column Group III, LP
1 Letterman Drive, Building D, Suite M-900
San Francisco, CA 94129
(415) 865-2050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 4, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| CUSIP No. 86889P 208 | 13D |
| 1 | NAMES OF REPORTING PERSONS
The Column Group III GP, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,225,273 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,225,273 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,273 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
33.9% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | Consists of (i) 380,446 shares of Common Stock held of record by TCG III LP (as defined in Item 2(a) below), (ii) warrants to purchase 194,985 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, (iii) 429,643 shares of Common Stock held of record by TCG III-A LP (as defined in Item 2(a) below) and (iv) warrants to purchase 220,199 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. This total excludes (a) warrants to purchase 704,450 shares of Common Stock held by TCG III, LP, which are not exercisable within 60 days of this Statement and (b) warrants to purchase 795,546 shares of Common Stock held by TCG III-A, LP, which are not exercisable within 60 days of this Statement. TCG III GP LP is the general partner of each of TCG III LP and TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey, a member of the Issuer’s board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on (i) 2,106,805 shares of Common Stock outstanding as of March 31, 2024, as reported by the Issuer to the Reporting Persons plus (ii) 1,091,981 shares of Common Stock sold by the Issuer in the Private Placement (as defined in Item 4 below) as reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on April 2, 2024 (the “Form 8-K”) plus (iii) 194,985 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement and (iv) 220,199 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. |
| CUSIP No. 86889P 208 | 13D |
| 1 | NAMES OF REPORTING PERSONS
The Column Group III, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
575,431 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
575,431 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,431 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.0% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | Consists of (i) 380,446 shares of Common Stock held of record by TCG III LP and (ii) warrants to purchase 194,985 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement. This total excludes warrants to purchase 704,450 shares of Common Stock held by TCG III, LP, which are not exercisable within 60 days of this Statement. TCG III GP LP is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey, a member of the Issuer’s board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on (i) 2,106,805 shares of Common Stock outstanding as of March 31, 2024, as reported by the Issuer to the Reporting Persons plus (ii) 1,091,981 shares of Common Stock sold by the Issuer in the Private Placement as reported in the Form 8-K plus (iii) 194,985 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement. |
| CUSIP No. 86889P 208 | 13D |
| 1 | NAMES OF REPORTING PERSONS
The Column Group III-A, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
649,842 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
649,842 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,842 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.0% (2) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | Consists of (i) 429,643 shares of Common Stock held of record by TCG III-A LP and (ii) warrants to purchase 220,199 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. This total excludes warrants to purchase 795,546 shares of Common Stock held by TCG III-A, LP, which are not exercisable within 60 days of this Statement. TCG III GP LP 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. Peter Svennilson, David Goeddel and Tim Kutzkey, a member of the Issuer’s board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) | Based on (i) 2,106,805 shares of Common Stock outstanding as of March 31, 2024, as reported by the Issuer to the Reporting Persons plus (ii) 1,091,981 shares of Common Stock sold by the Issuer in the Private Placement as reported in the Form 8-K plus (iii) 220,199 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. |
| CUSIP No. 86889P 208 | 13D |
| 1 |
NAMES OF REPORTING PERSONS
Tim Kutzkey | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (see instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
40,000 (1) | ||||
| 8 | SHARED VOTING POWER
1,225,273 (2) | |||||
| 9 | SOLE DISPOSITIVE POWER
40,000 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
1,225,273 (2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,273 (1)(2) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.6% (3) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | Consists of 40,000 shares of Common Stock underlying options issued to Tim Kutzkey for his services as a member of the Issuer’s board of directors which are exercisable within 60 days of this Statement. |
| (2) | Consists of (i) 380,446 shares of Common Stock held of record by TCG III LP (as defined in Item 2(a) below), (ii) warrants to purchase 194,985 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, (iii) 429,643 shares of Common Stock held of record by TCG III-A LP (as defined in Item 2(a) below) and (iv) warrants to purchase 220,199 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. This total excludes (a) warrants to purchase 704,450 shares of Common Stock held by TCG III, LP, which are not exercisable within 60 days of this Statement and (b) warrants to purchase 795,546 shares of Common Stock held by TCG III-A, LP, which are not exercisable within 60 days of this Statement. TCG III GP LP is the general partner of each of TCG III LP and TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey, a member of the Issuer’s board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. |
| (3) | Based on (i) 2,106,805 shares of Common Stock outstanding as of March 31, 2024, as reported by the Issuer to the Reporting Persons plus (ii) 1,091,981 shares of Common Stock sold by the Issuer in the Private Placement as reported in the Form 8-K plus (iii) 194,985 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, (iv) 220,199 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement and (v) 40,000 shares of Common Stock underlying options issued to Tim Kutzkey for his services as a member of the Issuer’s board of directors which are exercisable within 60 days of this Statement. |
| CUSIP No. 86889P 208 | 13D |
Explanatory Note:
This joint statement on Schedule 13D/A (this “Statement”) is filed with respect to the Common Stock, par value $0.0001 per share (“Common Stock”), of Surrozen, Inc., a Delaware corporation (the “Issuer”).
This Amendment No. 3 (this “Amendment No. 3”) supplements and amends the Schedule 13D relating to the Common Stock of the Issuer that was filed with the Commission on August 23, 2021, as amended by Amendment No. 1 that was filed with the Commission on February 13, 2023 and by Amendment No. 2 that was filed with the Commission on April 8, 2024 (the “Original Schedule 13D”). Due to an administrative error, Amendment No. 2 over reported the number of shares of Common Stock owned by the Reporting Persons. This Amendment No. 3 is filed solely to correct such errors and the related ownership adjustments. Only those items that are reported are hereby amended; all other items reported in the Original Schedule 13D remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
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.
| Dated: April 17, 2024 | ||||||||
| THE COLUMN GROUP III, LP | THE COLUMN GROUP III GP, LP | |||||||
| By: | The Column Group III GP, LP | |||||||
| By: | /s/ James Evangelista |
By: | /s/ James Evangelista | |||||
| Name: | James Evangelista | Name: | James Evangelista | |||||
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
| THE COLUMN GROUP III-A, LP | ||||||||
| By: | The Column Group III GP, LP | |||||||
| By: | /s/ James Evangelista |
|||||||
| Name: | James Evangelista | |||||||
| Title: | Attorney-in-Fact | |||||||
| TIM KUTZKEY | ||||||||
| By: | /s/ James Evangelista |
|||||||
| Name: | James Evangelista | |||||||
| Title: | Attorney-in-Fact | |||||||