| 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:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
5AM Ventures VII, L.P. ("Ventures VII")
5AM Partners VII, LLC ("Partners VII")
Andrew J. Schwab ("Schwab")
Kush Parmar ("Dr. Parmar")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
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| (b) | Address or principal business office or, if none, residence:
c/o 5AM Ventures
4 Embarcadero Center, Suite 3110
San Francisco, CA 94111 |
| (c) | Citizenship:
Ventures VII Delaware
Partners VII Delaware
Schwab United States
Parmar United States
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| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Ventures VII directly holds (i) 387,500 shares of common stock; and (ii) common warrants (the "Warrants") exercisable for up to 77,500 shares of common stock.
In addition, pursuant to the Securities Purchase Agreement dated March 24, 2025 by and among the Issuer and certain investors, including Ventures VII (the "Purchase Agreement"), Ventures VII has agreed to purchase an additional (i) 465,000 shares of the Issuer's common stock (the "2nd Closing Shares") and (ii) common warrants (the "2nd Closing Warrants" and, together with the 2nd Closing Shares, the "2nd Closing Securities") exercisable for up to 232,500 shares of common stock in a second closing under the Purchase Agreement upon the Issuer's achievement of a regulatory milestone on or prior to October 31, 2026.
In the event that the Issuer terminates its SZN-8141 development program prior to October 31, 2026, then the Issuer is required to provide the investors under the Purchase Agreement, including Ventures VII, with a notice (the "Termination Notice"), after which Ventures VII would have the right, but not the obligation, to purchase the 2nd Closing Securities within the following 30 calendar days.
Finally, at any time prior to the earlier of October 31, 2026 or the date of a Termination Notice, Ventures VII has the right, but not the obligation, to purchase all (but not a portion) of the 2nd Closing Securities. By virtue of this right, Ventures VII is considered to beneficially own the 2nd Closing Shares and the shares issuable upon exercise of the 2nd Closing Warrants.
Partners VII is the sole general partner of Ventures VII and Schwab and Dr. Parmar are the managing members of Partners VII. Each of Partners VII, Schwab and Dr. Parmar shares voting and dispositive power over the securities held by Ventures VII.
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| (b) | Percent of class:
Each Reporting Person beneficially owns 9.5% of the Issuer's common stock, which percentage is based upon 11,486,707 shares of the Issuer's common stock outstanding as of March 18, 2026, as reported in the Issuer's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 1, 2026, adjusted to give effect to the Warrants, 2nd Closing Shares and 2nd Closing Warrants to the extent that such securities may be acquired and exercised within 60 days hereof, as referenced herein.
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)