SCHEDULE 13G/A: RA Capital Management Discloses 9.9% Stake in Surrozen, Inc. via Amended Schedule 13G Filing

RA Capital Management, along with its affiliates Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P., has filed an amended Schedule 13G disclosing a beneficial ownership of 9.9% in Surrozen, Inc.'s common stock as of March 31, 2025.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") beneficially own an aggregate of 867,418 shares of Surrozen, Inc. Common Stock.
• This ownership represents 9.9% of Surrozen, Inc.'s outstanding Common Stock as of March 31, 2025.
• The percentage is based on 8,494,584 shares of Common Stock outstanding as of March 31, 2025, plus 188,288 shares issuable upon warrant exercise.
• The beneficial ownership percentage was precisely 9.99% but was rounded down to 9.9% due to EDGAR filing system field limitations.
• The ownership includes 679,130 shares of Common Stock directly held by RA Capital Healthcare Fund, L.P., along with various warrants exercisable for additional shares.
• The warrants include Pre-Funded Warrants (up to 40,000 shares), Series A Warrants (up to 322,580 shares), Series B Warrants (up to 350,876 shares), and Series E Warrants (up to 198,275 shares).
• All warrants contain "Beneficial Ownership Blockers" preventing exercise if it would result in ownership exceeding 9.99% of the outstanding Common Stock.
• RA Capital Management, L.P. serves as the investment adviser for RA Capital Healthcare Fund, L.P., and Peter Kolchinsky and Rajeev Shah are controlling persons of the general partner of RA Capital Management, L.P.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in sentiment. It does not contain positive or negative operational or financial news.

Positives

• The disclosure confirms a significant and continued institutional investment by RA Capital Management, a notable healthcare-focused investment firm, in Surrozen, Inc.

Negatives

• The document is a factual ownership disclosure and does not contain information typically categorized as negatives regarding the company's performance or operations.

Risks

• The "Beneficial Ownership Blockers" in the warrants limit the extent to which the Reporting Persons can exercise their warrants and increase their ownership beyond 9.99% of the outstanding common stock, potentially capping their influence or investment upside from warrant exercise.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of a significant ownership stake by an institutional investor in a publicly traded company, common in the biotechnology and healthcare sectors where specialized funds like RA Capital Management frequently take positions.

Related Party Transactions

• The filing details the beneficial ownership of Surrozen, Inc. shares by RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P., who are related parties through their organizational structure and management.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake, which can influence market perception and trading activity.
• Company Management: Awareness of a large, active investor's position may influence strategic decisions, though the filing disclaims intent to change or influence control.

Key Dates

Keywords

Surrozen Inc., RA Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investment, SEC Filing, Healthcare Fund, SRZN