SCHEDULE: Column Group Boosts Surrozen Stake to 35.1%

The Column Group and its affiliates, including managing partners Tim Kutzkey and Peter Svennilson, have significantly increased their beneficial ownership in Surrozen, Inc. to 35.1% through recent stock purchases.

Summary

• The Column Group entities (TCG III LP, TCG III-A LP, TCG Opportunity III LP) and their managing partners (Tim Kutzkey, Peter Svennilson) have increased their beneficial ownership in Surrozen, Inc.
• Tim Kutzkey and Peter Svennilson now beneficially own 3,824,612 shares, representing 35.1% of the common stock, based on 10,885,617 shares outstanding.
• The Column Group III GP, LP beneficially owns 2,962,544 shares, representing 28.6% of the class, based on 10,368,376 shares outstanding.
• The increase in ownership is primarily due to open market purchases of common stock between November 13, 2025, and January 20, 2026.
• These purchases involved a total of 412,207 shares across TCG III LP and TCG III-A LP, with prices ranging from $12.65 to $20.00 per share, totaling approximately $6.09 million.
• Beneficial ownership calculations include shares held of record, shares acquirable within 60 days from a second tranche of a private placement, and exercisable warrants.
• Certain warrants are excluded from beneficial ownership calculations due to beneficial ownership limitations.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by a major institutional investor and its principals, including a board member, through substantial open market purchases and participation in a private placement's second tranche, indicates strong confidence and a positive long-term outlook for Surrozen, Inc. The consistent accumulation of shares at rising prices further reinforces this positive sentiment.

Positives

• Significant increase in beneficial ownership by a major institutional investor and its principals, indicating strong confidence in Surrozen, Inc.
• Continued investment through open market purchases at varying price points, suggesting a long-term investment strategy.
• The acquisition of additional shares from a previously disclosed private placement's second tranche further solidifies the investor's position.

Risks

• Beneficial ownership limitations prevent the immediate exercise of a substantial number of warrants held by The Column Group entities (e.g., 594,625 shares for TCG III LP, 671,518 shares for TCG III-A LP, and 431,034 shares for TCG Opportunity III LP).

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the reporting of current beneficial ownership and recent transactions. However, the continued accumulation of shares by The Column Group suggests an ongoing positive long-term view of Surrozen, Inc.

Management Comments

• Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing partners of TCG III GP LP and the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Industry Context

This filing reflects a significant insider accumulation by a venture capital group specializing in life sciences, The Column Group, in a biotechnology company, Surrozen, Inc. Such increased ownership by a key investor, especially one with board representation, often signals continued confidence in the company's strategic direction and potential for future growth within the competitive biotechnology sector.

Comparison to Industry Standards

• The Column Group's continued investment in Surrozen, Inc. through open market purchases and participation in private placements is consistent with venture capital firms supporting their portfolio companies, particularly in the biotechnology sector where long development cycles and significant capital needs are common.
• The beneficial ownership percentage of 35.1% for key principals like Tim Kutzkey (a board member) and Peter Svennilson is a substantial stake, indicating a high level of commitment and influence, which is often seen in early-stage or growth-stage biotech companies where venture capital plays a foundational role.
• The staggered purchases at increasing prices (from $12.65 to $20.00 per share) suggest a belief in the company's increasing valuation, a common pattern for investors accumulating shares in promising biotech firms.

Management Changes

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws in the last five years.

Related Party Transactions

• The Column Group entities (TCG III LP, TCG III-A LP, TCG Opportunity III LP) are venture capital investment entities. TCG III GP LP is the general partner of TCG III LP and TCG III-A LP. TCG Opportunity III GP LP is the general partner of TCG Opportunity III LP, and TCG Opportunity III GP LLC is the ultimate general partner of TCG Opportunity III LP.
• Tim Kutzkey, a member of Surrozen's board of directors, and Peter Svennilson are managing partners/members of the general partners of these entities, establishing a clear related party relationship.
• The purchases of common stock and rights to acquire shares from a private placement involve these related parties.

Stakeholder Impact

• Shareholders: Increased institutional ownership by a significant investor group, including a board member, may be viewed positively, signaling confidence and potentially stabilizing the stock. It also indicates a concentrated ownership structure.
• Management: The continued support and increased stake from a key investor group, which includes a board member, can provide stability and strategic alignment for management.
• Creditors: No direct impact mentioned, but increased equity investment generally strengthens the company's financial position.

Next Steps

• Acquisition of shares from the second tranche of the private placement transaction by TCG III LP (485,830 shares), TCG III-A LP (548,653 shares), and TCG Opportunity III LP (517,241 shares) within 60 days of the statement.

Key Dates

Recommendation

The substantial increase in beneficial ownership by The Column Group, a sophisticated venture capital firm, and its principals, including a board member, signals strong conviction in Surrozen, Inc.'s future prospects. The consistent open market purchases at rising prices, coupled with participation in a private placement, demonstrate a strategic accumulation of shares. This insider confidence, especially from investors with deep industry knowledge and board representation, suggests a positive outlook and could be a strong indicator for other investors to consider a 'buy' position.

Keywords

Surrozen Inc., Common Stock, Schedule 13D, Beneficial Ownership, The Column Group, Institutional Investment, Private Placement, Stock Purchases, Tim Kutzkey, Peter Svennilson, Biotechnology, Venture Capital