aibioSurrozen closes second tranche of March 2025 private placement for about $95.1 million gross
Tickers SRZN
Surrozen sold 5,741,605 shares, pre-funded warrants and Series E warrants after FDA cleared its SZN-8141 IND application. It expects its cash, cash equivalents and marketable securities to last into 2029.
Key facts
- Company
- Surrozen, Inc. (NASDAQ: SRZN)
- News type
- Financings
- Primary source
- Surrozen, Inc./DE Form 8-K filed October 20, 2026 (SEC EDGAR)
Surrozen, Inc. (Nasdaq: SRZN) completed the second and final tranche of its March 2025 private placement on October 20, 2026. The closing brought in about $95.1 million in gross proceeds, before placement agent fees and other offering expenses. The company disclosed the closing in a Form 8-K filed October 20, 2026 under Item 2.02 and Item 3.02. The filing does not name the placement agent, and the release says only that fees and expenses were deducted.
What was sold
The closing took place under a Securities Purchase Agreement dated March 24, 2025 with certain institutional and accredited investors. In the second closing, Surrozen issued 5,741,605 shares of common stock, pre-funded warrants to buy 2,456,500 shares, and Series E common warrants to buy 4,099,052 shares.
The second closing depended on a milestone. Surrozen had to publicly announce that the U.S. Food and Drug Administration had cleared its Investigational New Drug application for SZN-8141. The company announced that clearance on October 2, 2026, and the 8-K says the milestone was then met.
The terms
The purchase price was $11.60 per share of common stock and $11.5999 per pre-funded warrant. Each price includes $0.0625 for the accompanying one-half Series E common warrant. Each pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately and does not expire until exercised in full.
Each Series E common warrant has an exercise price of $11.54 per share, is exercisable immediately and expires five years after issuance. The securities were sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D, so they are not registered. Surrozen agreed to file a registration statement for their resale within 30 calendar days after the second closing, and to try to have it declared effective within 90 days, or 120 days if the SEC conducts a full review.
Who advised
No filing names an underwriter, placement agent, financial adviser or law firm for the closing. The 8-K refers to the purchasers only as "certain institutional and accredited investors" and to placement agent fees without naming the firm. The earlier filings from March 2025 list the purchase agreement, the warrants and the registration rights agreement as exhibits, and no firm is named in them.
The cash position
The release says the proceeds and the company's existing resources give it expected cash runway into 2029, which it says will fund its work on SZN-8141 and SZN-8143. The release describes the company's pipeline as targeting sight-threatening ophthalmic conditions. It does not give the year-end balance behind the new estimate.
The annual report for 2025, filed March 23, 2026, reports a net loss of $242.0 million for 2025, compared with $63.6 million for 2024. Cash used in operating activities was $30.2 million in 2025. Revenue was $3.5 million in 2025, down from $10.7 million in 2024, and research and development expense rose to $29.4 million from $21.1 million.
The net loss in 2025 is far larger than the cash used in operations. The annual report's cash flow statement shows net cash from financing activities of $85.1 million for 2025.
Dilution
After the closing, Surrozen reports about 17.8 million shares of common stock outstanding, with 3.8 million more issuable on exercise of the pre-funded warrants. The Series E common warrants add further shares if they are exercised, and the resale registration will put the purchasers' shares into the market once it is effective. The release does not give the share count on a fully diluted basis.
What the filing does not show
The closing depended on an IND clearance that the company tied to the financing, and the filing does not give the clinical timetable for SZN-8141. The 8-K does not say what the company will spend the money on beyond the two programs, or how much of the 2029 runway depends on the warrants being exercised. The new runway is the company's own estimate.