SCHEDULE: Stonepine Capital Reports 3.6% Stake in Surrozen
Beneficial Ownership Report
Stonepine Capital Management and its affiliates have reported a 3.6% beneficial ownership stake in Surrozen, Inc., totaling 316,289 shares.
Summary
- Stonepine Capital Management, LLC, Stonepine Capital, L.P., Stonepine GP, LLC, and Jon M. Plexico jointly reported beneficial ownership of Surrozen, Inc. common stock.
- The aggregate amount beneficially owned by each reporting person is 316,289 shares.
- This represents 3.6% of Surrozen, Inc.'s outstanding common stock.
- The ownership includes 113,631 shares of common stock and 202,658 shares issuable upon the exercise of Series A, Series B, and Series E Warrants, subject to a 9.9% beneficial ownership limitation.
- The percentage is calculated based on 8,571,421 shares of Common Stock outstanding on November 5, 2025, as reported in Surrozen's Form 10-Q for the quarter ended September 30, 2025.
- The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest and state the securities were not acquired to change or influence control of the issuer.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this as a slightly negative signal due to the reduction in beneficial ownership below the 5% threshold, which could imply a decreased conviction or portfolio rebalancing by Stonepine Capital, though it remains a passive investment.
Positives
- A significant institutional investor, Stonepine Capital, maintains a stake in Surrozen, Inc., indicating continued interest.
- The filing explicitly states the securities were not acquired for the purpose of changing or influencing control, suggesting a passive investment stance.
Negatives
- The beneficial ownership percentage of 3.6% is below the 5% threshold, which typically triggers a Schedule 13D filing for active investors. This Amendment No. 4 to a Schedule 13G indicates a reduction from a previous filing that would have been above 5%, which could be perceived negatively.
Risks
- The beneficial ownership is subject to a 9.9% limitation related to the exercise of warrants, which could restrict immediate full conversion if the investor wished to exceed this threshold.
Future Outlook
The filing does not contain forward-looking statements or guidance from Surrozen, Inc. It solely reports the beneficial ownership stake of Stonepine Capital and its affiliates.
Management Comments
- The reporting persons certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Surrozen, Inc.
Industry Context
StockSavvy.ai notes that Schedule 13G filings are routine disclosures for passive investors holding less than 5% of a company's stock. This filing indicates Stonepine Capital's continued, albeit reduced, passive investment in Surrozen, Inc., a biotechnology company. Such filings are common for institutional investors managing diversified portfolios and do not typically signal a strategic shift for the issuer unless the stake is significantly large or changes dramatically.
Comparison to Industry Standards
- A 3.6% stake is a relatively small position for an institutional investor in a publicly traded company, especially when compared to activist investors who typically accumulate stakes above 5% (triggering a Schedule 13D) to influence corporate strategy.
- For a biotech company like Surrozen, Inc., institutional ownership is common, but a passive stake of this size from a fund like Stonepine Capital is generally viewed as a portfolio allocation rather than a strategic endorsement or challenge.
Stakeholder Impact
- Shareholders: May interpret the reduction in Stonepine Capital's stake as a slight negative signal, potentially impacting investor sentiment.
- Management: The passive nature of the investment (below 5% and certified not to influence control) suggests no immediate pressure or strategic changes from this particular investor.
Next Steps
- The filing does not mention any specific future actions, events, or milestones for Surrozen, Inc. or the reporting persons beyond the routine compliance with SEC regulations.
Key Dates
| Date | Description |
|---|---|
| 2024-10-10 | Date of Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. |
| 2025-09-30 | End of quarter for which Surrozen, Inc. filed its Form 10-Q, reporting 8,571,421 shares outstanding. |
| 2025-11-05 | Date on which 8,571,421 shares of Common Stock were reported outstanding in Surrozen's Form 10-Q. |
| 2025-12-31 | Date of event which requires filing of this statement (beneficial ownership calculation date). |
| 2026-02-13 | Signature date of the Schedule 13G filing. |
Recommendation
holdWhile the reduction in Stonepine Capital's stake to 3.6% is a slight negative signal, it's a passive investment and does not inherently suggest fundamental issues with Surrozen, Inc. Without further information on the reasons for the reduction or Surrozen's operational performance, a 'hold' recommendation is appropriate, advising investors to monitor future developments and the company's financial health.
Keywords
Surrozen Inc, Stonepine Capital, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investor, SEC Filing, SRZN
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