SCHEDULE: 5AM Ventures Boosts Surrozen Stake

5AM Ventures VII, L.P. and associated entities report a beneficial ownership of 7.8% in Surrozen, Inc., with potential for increased stake upon regulatory milestones.

Summary

• 5AM Ventures VII, L.P., along with 5AM Partners VII, LLC, Andrew J. Schwab, and Kush Parmar, collectively hold a beneficial ownership of 968,750 shares of Surrozen, Inc. common stock, representing 7.8% of the outstanding shares as of June 30, 2026.
• This ownership includes 271,250 directly held shares by Ventures VII.
• An additional 465,000 shares and warrants for 232,500 shares are contingent upon a regulatory milestone related to the SZN-8141 development program by October 31, 2026.
• The reporting persons have disclaimed status as a 'group' for regulatory purposes.
• The filing is an amendment (Amendment No. 2) to a Schedule 13G.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily indicating a significant stake and potential future investment contingent on milestones, rather than immediate operational or financial performance.

Positives

• Significant beneficial ownership of 7.8% in Surrozen, Inc. by 5AM Ventures and associated individuals.
• Potential for increased ownership through a second closing of shares and warrants, indicating continued investor confidence.
• The potential increase in shares and warrants is tied to the achievement of a regulatory milestone, suggesting progress in Surrozen's development pipeline.

Negatives

• The increased share and warrant acquisition is contingent on a regulatory milestone and a specific date (October 31, 2026), introducing uncertainty.
• The company's SZN-8141 development program could be terminated, which would trigger a notice and a decision point for the investors regarding the second closing shares and warrants.

Risks

• The primary risk is the failure of Surrozen, Inc. to achieve its regulatory milestone by October 31, 2026, which would prevent the second closing of shares and warrants.
• There is a risk that Surrozen, Inc. may terminate its SZN-8141 development program prior to October 31, 2026, altering the terms of the potential investment.
• The reporting persons have the right, but not the obligation, to purchase the additional securities, meaning the increased stake is not guaranteed.

Future Outlook

The future outlook for 5AM Ventures' stake in Surrozen, Inc. is contingent on Surrozen achieving a regulatory milestone for its SZN-8141 development program by October 31, 2026. If achieved, 5AM Ventures has the right to purchase additional shares and warrants, increasing its beneficial ownership.

Industry Context

StockSavvy.ai notes that this filing reflects a common strategy in the biotechnology and pharmaceutical sectors where investment is often tied to development milestones. Venture capital firms like 5AM Ventures frequently structure investments this way to mitigate risk while retaining upside potential in promising drug candidates.

Stakeholder Impact

• Shareholders: The potential increase in ownership by 5AM Ventures could signal continued investor confidence, but the contingent nature of the acquisition introduces uncertainty. The outstanding shares count will increase if the second closing occurs.
• Management: The focus remains on achieving the SZN-8141 regulatory milestone to unlock further investment.
• Investors (5AM Ventures): The structure allows for potential upside while limiting immediate risk, but the investment is dependent on Surrozen's development success.

Next Steps

• Surrozen, Inc. must achieve a regulatory milestone for its SZN-8141 development program by October 31, 2026.
• If the milestone is achieved, 5AM Ventures VII, L.P. has the right to purchase 465,000 shares and warrants for up to 232,500 shares.
• If the SZN-8141 development program is terminated before October 31, 2026, Surrozen must provide notice, after which Ventures VII has 30 days to decide whether to purchase the contingent securities.

Key Dates

Keywords

Surrozen, 5AM Ventures, Schedule 13G, Beneficial Ownership, Common Stock, Regulatory Milestone, Investment