SCHEDULE: 5AM Ventures Discloses 9.5% Stake in Surrozen

5AM Ventures VII, L.P. and its affiliates report a 9.5% beneficial ownership stake in Surrozen, Inc. common stock.

Summary

• 5AM Ventures VII, L.P., 5AM Partners VII, LLC, Andrew J. Schwab, and Kush Parmar collectively report beneficial ownership of 1,162,500 shares of Surrozen, Inc. common stock.
• The reported ownership represents 9.5% of the issuer's outstanding common stock.
• The stake includes current holdings of 387,500 shares and warrants for 77,500 shares, plus potential future acquisition of 465,000 shares and 232,500 warrant-based shares under a March 2025 Securities Purchase Agreement.
• The acquisition of additional securities is contingent upon regulatory milestones or specific termination events related to the SZN-8141 program.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral regulatory disclosure confirming existing institutional support without signaling a change in control or immediate strategic shift.

Positives

• Continued institutional support from 5AM Ventures, a significant investor in the biotechnology sector.
• Clear path for potential increased equity position tied to specific regulatory milestones.

Negatives

• The investment is tied to the success of the SZN-8141 development program, which carries inherent clinical and regulatory risks.

Risks

• Potential termination of the SZN-8141 development program before October 31, 2026.
• Failure to achieve regulatory milestones required for the second closing of the securities purchase.
• Market volatility affecting the valuation of the issuer's common stock.

Future Outlook

The reporting persons maintain a significant stake with options to increase ownership contingent upon the achievement of regulatory milestones for the SZN-8141 program by October 31, 2026.

Management Comments

• The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.
• The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Industry Context

StockSavvy.ai notes that this filing reflects standard institutional portfolio management within the biotech sector, where venture capital firms maintain long-term positions in clinical-stage companies while hedging exposure through milestone-linked purchase agreements.

Comparison to Industry Standards

• The 9.5% ownership level is consistent with typical venture capital 'significant shareholder' thresholds in small-cap biotechnology firms.
• The use of milestone-based warrants is a common mechanism in biotech financing to align investor capital with clinical development progress.

Stakeholder Impact

• Shareholders may view the continued commitment of 5AM Ventures as a vote of confidence in the company's clinical pipeline.

Next Steps

• Monitoring of the SZN-8141 development program progress.
• Potential second closing of the securities purchase if regulatory milestones are met by October 31, 2026.

Key Dates

Keywords

Surrozen, 5AM Ventures, Biotechnology, Schedule 13G, Equity Ownership, SZN-8141