SCHEDULE 13G: AI Biotechnology and Affiliates Disclose 9.9% Stake in Surrozen, Inc. Following Private Placement

AI Biotechnology LLC, along with its affiliates Access Industries Holdings LLC, Access Industries Management, LLC, and Len Blavatnik, has disclosed a 9.9% beneficial ownership stake in Surrozen, Inc. following a recent private placement and warrant exercises.

Summary

• AI Biotechnology LLC and its affiliates, including Access Industries Holdings LLC, Access Industries Management, LLC, and Len Blavatnik, collectively reported beneficial ownership of 844,563 shares of Surrozen, Inc. common stock.
• This aggregate ownership represents 9.9% of Surrozen, Inc.'s outstanding common stock.
• The reported shares include 306,000 shares directly held by AI Biotechnology, 454,500 shares acquirable within 60 days via a Securities Purchase Agreement, and 84,063 shares acquirable within 60 days upon exercise of pre-funded warrants.
• The calculation of the 9.9% ownership is based on a denominator of 8,449,855 shares, which includes 3,249,798 shares outstanding as of September 30, 2024, 4,661,494 shares issued in a private placement on March 26, 2025, and shares acquirable by AI Biotechnology within 60 days.
• A 'Beneficial Ownership Blocker' limits AI Biotechnology's beneficial ownership to 9.99% of outstanding shares, though this limit can be increased to 19.99% with 61 days' notice to the Issuer.
• The filing indicates that 1,427,937 shares issuable from other warrants are not included in the current beneficial ownership due to the effect of this blocker.
• The reporting persons acquired these securities through a private placement with Surrozen, Inc. and related warrant agreements.

Sentiment

Score: 8

Explanation: The sentiment is positive as a significant investment from a reputable group like Access Industries provides capital and signals confidence in Surrozen, Inc. The disclosure of a substantial stake (9.9%) is generally viewed favorably by the market, indicating a strong vote of confidence from a sophisticated investor.

Positives

• The investment by AI Biotechnology and its affiliates, including Access Industries, provides Surrozen, Inc. with capital through a private placement, which can support its operations and strategic initiatives.
• The significant 9.9% stake by a notable investor group like Access Industries could signal confidence in Surrozen, Inc.'s future prospects and potentially attract further investor interest.

Risks

• The 'Beneficial Ownership Blocker' limits AI Biotechnology's immediate ability to increase its stake beyond 9.99% without a 61-day notice period, potentially restricting rapid strategic maneuvers or further capital deployment by the investor.
• The existence of unexercised warrants (Series E Warrants and additional warrants not included due to the blocker) could lead to future dilution if exercised.

Future Outlook

The document primarily details current beneficial ownership and does not provide explicit forward-looking statements or guidance from Surrozen, Inc. However, the 'Beneficial Ownership Blocker' mechanism suggests a potential future increase in ownership by AI Biotechnology up to 19.99% if they provide the required 61-day notice to the Issuer.

Industry Context

This filing indicates a significant investment by a major investment group, Access Industries, into Surrozen, Inc., a biotechnology company. Such investments are common in the biotech sector, which often requires substantial capital for research, development, and clinical trials. The private placement suggests a direct strategic investment rather than open market purchases, which can be a sign of long-term commitment from the investor.

Corporate Governance

Related Party Transactions

• The private placement involved the Reporting Persons (AI Biotechnology LLC, Access Industries Holdings LLC, Access Industries Management, LLC, and Len Blavatnik) acquiring shares and warrants from Surrozen, Inc. This constitutes a transaction between the issuer and a significant investor group, which could be considered a related party transaction given the substantial ownership stake established.

Stakeholder Impact

• Shareholders: The capital infusion from the private placement can strengthen Surrozen, Inc.'s financial position, potentially supporting its growth and development, which could positively impact shareholder value. The significant stake by Access Industries may also be seen as a positive endorsement.
• Company Management: The investment provides resources for management to pursue strategic objectives. The beneficial ownership blocker provides some stability regarding immediate control changes.

Next Steps

• AI Biotechnology LLC may increase its beneficial ownership limitation from 9.99% to up to 19.99% by providing 61 days' notice to Surrozen, Inc.
• AI Biotechnology LLC may exercise its Pre-funded Warrants and Series E Warrants at any time, subject to the beneficial ownership blocker.

Key Dates

Recommendation

Keywords

Surrozen Inc., AI Biotechnology LLC, Access Industries, Len Blavatnik, Schedule 13G, Beneficial Ownership, Private Placement, Warrants, Pre-funded Warrants, Common Stock, SEC Filing, Biotechnology, Investment