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Filing Details

Accession Number:: 0000899243-22-038571
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-15 09:30:50
Reporting Period:: 2022-12-14

Accepted Time:: 2022-12-15 09:30:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1824893	Surrozen Inc.	SRZN	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1097955	Md J Mitchell Blutt	1370 Avenue Of The Americas Suite 3301 New York NY 10019	No	No	Yes	No
1544773	Consonance Capital Management Lp	1370 Avenue Of The Americas Suite 3301 New York NY 10019	No	No	Yes	No
1620428	Consonance Capman Gp, Llc	1370 Avenue Of The Americas Suite 3301 New York NY 10019	No	No	Yes	No
1824774	Sciences Life Consonance	1370 Avenue Of The Americas Suite 3301 New York NY 10019	No	No	Yes	No
1828234	Harold Kevin Livingston	C/O Consonance-Hfw Acquisition Corp., 1 Palmer Square, Suite 305 Princeton NJ 08540	No	No	Yes	No
1829318	Benny Soffer	C/O Consonance-Hfw Acquisition Corp., 1 Palmer Square, Suite 305 Princeton NJ 08540	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2022-12-14	1,748,750	$0.00	No	4	S	Indirect	By Consonance Capital Master Account LP
Common Stock	Disposition	2022-12-14	1,297,922	$0.00	No	4	S	Indirect	By Consonance Capital Opportunity Master Fund, LP
Common Stock	Disposition	2022-12-14	450,827	$0.00	No	4	S	Indirect	By Managed Account
Common Stock	Disposition	2022-12-14	1,885,000	$0.00	No	4	S	Indirect	By Consonance Life Sciences, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Consonance Capital Master Account LP
No	4	S	Indirect	By Consonance Capital Opportunity Master Fund, LP
No	4	S	Indirect	By Managed Account
No	4	S	Indirect	By Consonance Life Sciences, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants (right to buy)	Disposition	2022-12-14	582,916	$0.00	582,916	$11.50
Common Stock	Warrants (right to buy)	Disposition	2022-12-14	432,639	$0.00	432,639	$11.50
Common Stock	Warrants (right to buy)	Disposition	2022-12-14	150,275	$0.00	150,275	$11.50
Common Stock	Warrants (right to buy)	Disposition	2022-12-14	144,666	$0.00	144,666	$11.50

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	S	Indirect
No	4	S	Indirect
No	4	S	Indirect
No	4	S	Indirect

Footnotes

On December 12, 2022, Consonance Capital Master Account LP (the "Master Account"), Consonance Capital Opportunity Master Fund, LP ("Consonance Opportunity Master"), a certain managed account (the "Managed Account"), Consonance Life Sciences, LLC ("Consonance Life Sciences"), and Surrozen, Inc. (the "Issuer") entered into a Securities Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Master Account agreed to sell to the Issuer 1,748,750 shares of common stock of the Issuer and warrants to purchase 582,916 shares of common stock of the Issuer for an aggregate purchase price of $874,375. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation.
Consonance Capital Management LP ("Consonance Management") was an indirect beneficial owner of the securities reported herein that were held by the Master Account. Consonance Management is the investment adviser of the Master Account, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by the Master Account. Consonance Capman GP LLC ("Capman") is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest.
(Continued from Footnote 2) Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by the Master Account except to the extent of their pecuniary interest therein.
Pursuant to the Purchase Agreement, Consonance Opportunity Master agreed to sell to the Issuer 1,297,922 shares of common stock of the Issuer and warrants to purchase 432,639 shares of common stock of the Issuer for an aggregate purchase price of $648,961. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation.
Consonance Management was an indirect beneficial owner of the securities reported herein that were held by Consonance Opportunity Master. Consonance Management is the investment adviser of Consonance Opportunity Master, and pursuant to an investment advisory agreement, Consonance Management exercises voting and investment power over the securities of the Issuer held by Consonance Opportunity Master. Capman is the general partner of Consonance Management.
(Continued from Footnote 5) Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the securities held by Consonance Opportunity Master as the manager and member of the general partner of Consonance Opportunity Master and thereby is entitled to a portion of the profits allocation. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by Consonance Opportunity Master except to the extent of their pecuniary interest therein.
Pursuant to the Purchase Agreement, the Managed Account agreed to sell to the Issuer 450,827 shares of common stock of the Issuer and warrants to purchase 150,275 shares of common stock of the Issuer for an aggregate purchase price of $225,413.50. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation.
Consonance Management was an indirect beneficial owner of the securities reported herein that were held by the Managed Account. Consonance Management is the investment adviser of the Managed Account and exercises voting and investment power over the securities of the Issuer held by the Managed Account. Capman is the general partner of Consonance Management. Consonance Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman. Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of the securities that were held by the Managed Account except to the extent of their pecuniary interest therein.
Pursuant to the Purchase Agreement, Consonance Life Sciences agreed to sell to the Issuer 1,885,000 shares of common stock of the Issuer and warrants to purchase 144,666 shares of common stock of the Issuer for an aggregate purchase price of $942,500. Each warrant entitles the holder thereof to purchase one share of common stock of the Issuer at a price of $11.50 per share, subject to adjustment. The warrants are currently exercisable and will expire at the earlier of August 12, 2026, or upon redemption or liquidation.
Consonance Life Sciences is governed by a board of managers consisting of Mitchell J. Blutt, Benny Soffer and Kevin Livingston. As such, Mitchell J. Blutt, Benny Soffer and Kevin Livingston may be deemed to have voting and investment discretion over the securities held by Consonance Life Sciences and may be deemed to have shared beneficial ownership of such securities. Each of Mitchell J. Blutt, Benny Soffer and Kevin Livingston disclaims beneficial ownership of the securities that were held by Consonance Life Sciences except to the extent of their pecuniary interest therein. The Master Account, Consonance Opportunity Master and the Managed Account in the aggregate own the majority of the unit interests in Consonance Life Sciences.