Filing Details
- Accession Number:
- 0000950170-25-047680
- Form Type:
- 13G Filing
- Publication Date:
- 2025-03-30 20:00:00
- Filed By:
- AI Biotechnology LLC
- Company:
- Surrozen Inc.
- Filing Date:
- 2025-03-31
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| AI Biotechnology LLC | 0 | 844,563 | 9.9% |
| Access Industries Holdings LLC | 0 | 844,563 | 9.9% |
| Access Industries Management, LLC | 0 | 844,563 | 9.9% |
| Len Blavatnik | 0 | 844,563 | 9.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Surrozen, Inc. (Name of Issuer) |
Common stock, par value $0.00001 per share (Title of Class of Securities) |
86889P208 (CUSIP Number) |
03/24/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 86889P208 |
| 1 | Names of Reporting Persons
AI Biotechnology LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
844,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: *The total number of shares of common stock, par value $0.0001 per share (the "Common Stock"), of Surrozen, Inc. (the "Issuer") reported as beneficially owned includes (i) 306,000 shares of Common Stock held directly by AI Biotechnology LLC ("AI Biotechnology"), (ii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, pursuant to the terms of the securities purchase agreement, dated as of March 24, 2025 (the "Securities Purchase Agreement"), and (iii) 84,063 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, upon the exercise of pre-funded warrants (the "Pre-funded Warrants") held directly by AI Biotechnology, which are exercisable at any time or times on or after the date of issuance, but which do not include 1,427,937 shares of Common Stock issuable pursuant to warrants held directly, or that may be acquired within 60 days of this filing, by AI Biotechnology, due to the effect of the Beneficial Ownership Blocker (defined below).
** The percent of shares of Common Stock reported as beneficially owned is calculated based on the number of shares of Common Stock described in footnote (1) above and, as the denominator, the sum of (i) 3,249,798 shares of Common Stock issued and outstanding as of September 30, 2024, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 6, 2024, (ii) 4,661,494 shares of Common Stock issued by the Issuer on March 26, 2025, pursuant to a private placement with certain institutional and accredited investors (including the Reporting Persons) (the "Private Placement"), (iii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology, within 60 days of this filing, pursuant to the Private Placement, and (iv) 84,063 shares of Common Stock issuable upon the exercise of the Pre-funded Warrants.
SCHEDULE 13G
|
| CUSIP No. | 86889P208 |
| 1 | Names of Reporting Persons
Access Industries Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
844,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: *The total number of shares of Common Stock, of the Issuer reported as beneficially owned includes (i) 306,000 shares of Common Stock held directly by AI Biotechnology, (ii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, pursuant to the terms of the Securities Purchase Agreement, and (iii) 84,063 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, upon the exercise of the Pre-funded Warrants held directly by AI Biotechnology, which are exercisable at any time or times on or after the date of issuance, but which do not include 1,427,937 shares of Common Stock issuable pursuant to warrants held directly, or that may be acquired within 60 days of this filing, by AI Biotechnology, due to the effect of the Beneficial Ownership Blocker (defined below).
** The percent of shares of Common Stock reported as beneficially owned is calculated based on the number of shares of Common Stock described in footnote (1) above and, as the denominator, the sum of (i) 3,249,798 shares of Common Stock issued and outstanding as of September 30, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 4,661,494 shares of Common Stock issued by the Issuer on March 26, 2025, pursuant to the Private Placement, (iii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology, within 60 days of this filing, pursuant to the Private Placement, and (iv) 84,063 shares of Common Stock issuable upon the exercise of the Pre-funded Warrants.
SCHEDULE 13G
|
| CUSIP No. | 86889P208 |
| 1 | Names of Reporting Persons
Access Industries Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
844,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: *The total number of shares of Common Stock, of the Issuer reported as beneficially owned includes (i) 306,000 shares of Common Stock held directly by AI Biotechnology, (ii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, pursuant to the terms of the Securities Purchase Agreement, and (iii) 84,063 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, upon the exercise of the Pre-funded Warrants held directly by AI Biotechnology, which are exercisable at any time or times on or after the date of issuance, but which do not include 1,427,937 shares of Common Stock issuable pursuant to warrants held directly, or that may be acquired within 60 days of this filing, by AI Biotechnology, due to the effect of the Beneficial Ownership Blocker (defined below).
** The percent of shares of Common Stock reported as beneficially owned is calculated based on the number of shares of Common Stock described in footnote (1) above and, as the denominator, the sum of (i) 3,249,798 shares of Common Stock issued and outstanding as of September 30, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 4,661,494 shares of Common Stock issued by the Issuer on March 26, 2025, pursuant to the Private Placement, (iii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology, within 60 days of this filing, pursuant to the Private Placement, and (iv) 84,063 shares of Common Stock issuable upon the exercise of the Pre-funded Warrants.
SCHEDULE 13G
|
| CUSIP No. | 86889P208 |
| 1 | Names of Reporting Persons
Len Blavatnik | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
844,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: *The total number of shares of Common Stock, of the Issuer reported as beneficially owned includes (i) 306,000 shares of Common Stock held directly by AI Biotechnology, (ii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, pursuant to the terms of the Securities Purchase Agreement, and (iii) 84,063 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, upon the exercise of the Pre-funded Warrants held directly by AI Biotechnology, which are exercisable at any time or times on or after the date of issuance, but which do not include 1,427,937 shares of Common Stock issuable pursuant to warrants held directly, or that may be acquired within 60 days of this filing, by AI Biotechnology, due to the effect of the Beneficial Ownership Blocker (defined below).
** The percent of shares of Common Stock reported as beneficially owned is calculated based on the number of shares of Common Stock described in footnote (1) above and, as the denominator, the sum of (i) 3,249,798 shares of Common Stock issued and outstanding as of September 30, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 4,661,494 shares of Common Stock issued by the Issuer on March 26, 2025, pursuant to the Private Placement, (iii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology, within 60 days of this filing, pursuant to the Private Placement, and (iv) 84,063 shares of Common Stock issuable upon the exercise of the Pre-funded Warrants.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Surrozen, Inc. | |
| (b) | Address of issuer's principal executive offices:
171 Oyster Point Blvd, Suite 400, South San Francisco, CA 94080 | |
| Item 2. | ||
| (a) | Name of person filing:
AI Biotechnology LLC
Access Industries Holdings LLC ("AIH")
Access Industries Management, LLC ("AIM")
Len Blavatnik | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each reporting person is c/o Access Industries, Inc., 40 West 57th Street, 28th Floor, New York, NY 10019. | |
| (c) | Citizenship:
Each of AI Biotechnology, AIH and AIM is a limited liability company organized under the laws of the State of Delaware.
Mr. Blavatnik is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
86889P208 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
See the responses to Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon the sum of (i) 3,249,798 shares of Common Stock issued and outstanding as of September 30, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 6, 2024, (ii) 4,661,494 shares of Common Stock issued on March 26, 2025 in the Private Placement, (iii) 454,500 shares of Common Stock that may be acquired by AI Biotechnology within 60 days of this filing, pursuant to the Securities Purchase Agreement, and (iv) 84,063 shares of Common Stock that may be acquired within 60 days as of the date of this filing, pursuant to Pre-funded Warrants held directly, or deemed to be beneficially owned by AI Biotechnology, which are exercisable at any time or times on or after the date of issuance. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages.
AI Biotechnology (a) (i) directly holds 306,000 shares of Common Stock, (ii) 300,000 Pre-funded Warrants (exercisable at any time at a price per share of $0.0001), and (iii) 303,000 series E warrants (exercisable at any time at an exercise price of $11.54) (the "Series E Warrants") and (b) has the right to acquire within 60 days of the date of this filing, pursuant to the terms of the Securities Purchase Agreement (i) 454,000 shares of Common Stock and (ii) 454,300 Series E Warrants.
The Pre-funded Warrants and the Series E Warrants held directly, or that may be acquired within 60 days of this filing, by AI Biotechnology may not be exercised if the aggregate number of shares of Common Stock beneficially owned by AI Biotechnology (together with its affiliates) immediately following such exercise would exceed 9.99% of the outstanding shares of Common Stock, as calculated under Rule 13d-3 of the Securities Exchange Act of 1934, as amended; provided, however, that AI Biotechnology may increase or decrease the foregoing beneficial ownership limitation by giving notice to the Issuer (such notice not to be effective until the sixty-first day after the notice is delivered to the Issuer), but not to exceed any percentage in excess of 19.99% (the "Beneficial Ownership Blocker").
The shares of Common Stock that may be deemed to be beneficially owned as of the date of this filing by AI Biotechnology may also be deemed to be beneficially owned by AIH, AIM and Mr. Blavatnik because (i) Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH, (ii) AIM controls AIH, and (iii) AIH directly controls all of the outstanding voting interests in in AI Biotechnology. Each of the Reporting Persons (other than AI Biotechnology) and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.