aibioSurrozen closes first tranche of private placement for about $76.4 million in gross proceeds
Tickers SRZN
Surrozen sold 6,586,415 units in a first closing on March 26, 2025, for about $76.4 million gross before fees. Placement agent Guggenheim Securities, LLC was named in the purchase agreement. A second closing of about $98.6 million depends on FDA clearance of the SZN-8141 IND by October 31, 2026.
Key facts
- Company
- Surrozen, Inc. (NASDAQ: SRZN)
- News type
- Financings
- Primary source
- Surrozen, Inc./DE Form 8-K filed March 28, 2025 (SEC EDGAR)
Surrozen, Inc. (Nasdaq: SRZN) closed the first tranche of a two-part private placement on March 26, 2025, selling 6,586,415 units for gross proceeds of about $76.4 million before placement agent fees and other expenses. The company disclosed the terms in a Form 8-K filed March 28, 2025.
The first closing
Surrozen signed a Securities Purchase Agreement with the purchasers on March 24, 2025. Each unit holds either one share of common stock or a pre-funded warrant to buy one share in its place, plus one half of a Series E common warrant. The first closing covered 5,213,415 shares, pre-funded warrants for up to 1,373,000 shares and Series E warrants for up to 3,293,207 shares. Shares sold at $11.60 each, and pre-funded warrants at $11.5999 each, with a $0.0001 exercise price.
Each Series E warrant has an exercise price of $11.54 per share, is exercisable immediately and expires five years after issuance. The purchase agreement, filed as Exhibit 10.1, defines Guggenheim Securities, LLC as the Placement Agent and Cooley LLP as Company Counsel. The 8-K body refers only to placement agent fees and does not name the placement agent itself.
The second closing
Purchasers committed to buy 8,499,821 more units at the same prices, for gross proceeds of about $98.6 million before fees and expenses. That second closing depends on a public announcement that the U.S. Food and Drug Administration has cleared the company's Investigational New Drug application for SZN-8141 on or before October 31, 2026. It cannot happen until six months and one day after the first closing.
If Surrozen ends the SZN-8141 program before October 31, 2026, it must tell purchasers within two trading days. Each purchaser then has 30 calendar days to buy its second-tranche units if it chooses. If a purchaser does not buy all of its units once the milestone is met, its Series E warrants are cancelled.
The purchase agreement also requires Surrozen to have terminated its SZN-043 program and ceased development before the first closing. Any remaining spending on that program is limited to the wind-down. The company's 2023 annual report describes SZN-043 as one of its two lead candidates, in development for severe alcohol-associated hepatitis.
Registration and older warrants
Under a Registration Rights Agreement dated March 24, 2025, Surrozen agreed to file a resale registration statement within 30 calendar days after each closing. It must use reasonable best efforts to make the statement effective within 90 calendar days, or 120 days after a full review by the SEC. If there is no second closing, those deadlines run from November 30, 2026.
The company also changed warrants issued in an April 2024 private placement. All Series C and Series D warrants were cancelled. The exercise price of Series A warrants fell from $15.50 to $11.54, and that of Series B warrants from $14.25 to $11.54. For warrants held by management, the Series A price fell from $16.96 to $12.45 and the Series B price from $15.71 to $12.45.
Board appointment and related parties
On March 26, 2025, Surrozen appointed Tim Kutzkey, Ph.D., as a Class I director. He had served on the board from April 2016 until June 2024. The filing sets his annual retainer at $35,000 and grants him an option on 2,666 shares at $10.66. It says he is Managing Partner of The Column Group, LLC, and that entities affiliated with The Column Group own more than 5% of Surrozen's common stock. Those entities bought 1,034,482 units at the first closing and committed to 1,551,724 units in the second tranche.
The filing also describes an October 2024 research collaboration with TCGFB, Inc., which Column Group affiliates founded and control. TCGFB agreed to pay Surrozen fixed monthly fees of up to $6.0 million in aggregate for antibody discovery services.
About Surrozen
The company's 2023 annual report describes Surrozen as a clinical stage biotechnology company developing drug candidates that modulate the Wnt pathway. It is based in South San Francisco, California. The report says SZN-043 entered a Phase 1 trial in the second quarter of 2022.