0000899243-21-033025.txt : 20210813 0000899243-21-033025.hdr.sgml : 20210813 20210813192604 ACCESSION NUMBER: 0000899243-21-033025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210811 FILED AS OF DATE: 20210813 DATE AS OF CHANGE: 20210813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUTT MITCHELL J MD CENTRAL INDEX KEY: 0001097955 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39635 FILM NUMBER: 211173922 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICA STREET 2: SUITE 3301 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Consonance Capital Management LP CENTRAL INDEX KEY: 0001544773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39635 FILM NUMBER: 211173921 BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: SUITE 3301 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.660-8062 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: SUITE 3301 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Consonance Capman GP, LLC CENTRAL INDEX KEY: 0001620428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39635 FILM NUMBER: 211173920 BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF AMERICA STREET 2: SUITE 3301 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.660.8077 MAIL ADDRESS: STREET 1: 1370 AVENUE OF AMERICA STREET 2: SUITE 3301 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Surrozen, Inc./DE CENTRAL INDEX KEY: 0001824893 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 981556622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 171 OYSTER POINT BLVD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-475-2820 MAIL ADDRESS: STREET 1: 171 OYSTER POINT BLVD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Consonance-HFW Acquisition Corp. DATE OF NAME CHANGE: 20200915 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-11 0 0001824893 Surrozen, Inc./DE SRZN 0001097955 BLUTT MITCHELL J MD 1370 AVENUE OF THE AMERICAS SUITE 3301 NEW YORK NY 10019 0 0 1 0 0001544773 Consonance Capital Management LP 1370 AVENUE OF THE AMERICAS SUITE 3301 NEW YORK NY 10019 0 0 1 0 0001620428 Consonance Capman GP, LLC 1370 AVENUE OF THE AMERICAS SUITE 3301 NEW YORK NY 10019 0 0 1 0 Class A Ordinary Shares 2021-08-11 4 D 0 500000 D 0 I By Consonance Capital Master Account LP Common Stock 2021-08-11 4 A 0 500000 A 500000 I By Consonance Capital Master Account LP Class A Ordinary Shares 2021-08-11 4 D 0 371100 D 0 I By Consonance Capital Opportunity Master Fund, LP Common Stock 2021-08-11 4 A 0 371100 A 371100 I By Consonance Capital Opportunity Master Fund, LP Class A Ordinary Shares 2021-08-11 4 D 0 128900 D 0 I By Managed Account Common Stock 2021-08-11 4 A 0 128900 A 128900 I By Managed Account Common Stock 2021-08-11 4 A 0 1248750 A 1748750 I By Consonance Capital Master Account LP Common Stock 2021-08-11 4 A 0 926822 A 1297922 I By Consonance Capital Opportunity Master Fund, LP Common Stock 2021-08-11 4 A 0 321928 A 450828 I By Managed Account Common Stock 1885000 I By Consonance Life Sciences, LLC Warrants (right to buy) 11.50 2021-08-11 4 P 0 166667 A Common Stock 166667 166667 I By Consonance Capital Master Account LP Warrants (right to buy) 11.50 2021-08-11 4 P 0 123700 A Common Stock 123700 123700 I By Consonance Capital Opportunity Master Fund, LP Warrants (right to buy) 11.50 2021-08-11 4 P 0 42966 A Common Stock 42966 42966 I By Managed Account Warrants (right to buy) 11.50 2021-08-11 4 A 0 416250 A Common Stock 416666 582917 I By Consonance Capital Master Account LP Warrants (right to buy) 11.50 2021-08-11 4 A 0 308940 A Common Stock 309250 432640 I By Consonance Capital Opportunity Master Fund, LP Warrants (right to buy) 11.50 2021-08-11 4 A 0 107309 A Common Stock 107416 150275 I By Managed Account Warrants (right to buy) 11.50 Common Stock 144667 144667 I By Consonance Life Sciences, LLC On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (Continued from footnote 1) pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". Pursuant to Subscription Agreements (the "Subscription Agreements") entered into in connection with the Business Combination Agreement, Consonance Capital Management LP ("Consonance Management") on behalf of the Consonance Investors (as defined below) agreed to subscribe for and purchase, substantially concurrently with the closing of the Business Combination, an aggregate of 2,497,500 units of the Issuer, each consisting of one share of Common Stock and one-third of one redeemable warrant for one share of Common Stock (the "PIPE Warrants"), for a purchase price of $10.00 per unit. Each whole PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, and only whole PIPE Warrants will be exercisable. (Continued from footnote 3) The PIPE Warrants have substantially the same provisions as the warrants issued in connection with the Issuer's initial public offering. The transactions pursuant to the Subscription Agreement closed on August 11, 2021. Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Master Account, LP (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. (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 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 such securities of the Issuer except to the extent of their pecuniary interest therein. Consonance Management is an indirect beneficial owner of the securities reported herein held by Consonance Capital Opportunity Master Fund, LP ("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. 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. (Continued from footnote 7) Each of Dr. Blutt, Consonance Management and Capman disclaims beneficial ownership of such securities of the Issuer except to the extent of their pecuniary interest therein. Consonance Management is an indirect beneficial owner of the securities reported herein held by a certain managed account (the "Managed Account", and together with the Master Account and Consonance Opportunity Master, the "Consonance Investors"). 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 such securities of the Issuer except to the extent of their pecuniary interest therein. Represents part of units of the Issuer purchased in the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. Consonance Life Sciences LLC ("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 held by Consonance Life Sciences except to the extent of their pecuniary interest therein. The Master Fund, Consonance Opportunity and the Managed Account in the aggregate own the majority of the unit interests in Consonance Life Sciences. Represents part of units of the Issuer purchased for $10 per unit in private placement transactions in connection with the Issuer's initial public offering. Each unit consisted of one Class A Share and one-third of one warrant (a "Private Placement Warrant"), with each whole Private Placement Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Private Placement Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Private Placement Warrants will expire five years after the completion of the Issuer's initial business combination. CONSONANCE CAPITAL MANAGEMENT LP, By: Consonance Capman GP LLC, its general partner, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 2021-08-13 CONSONANCE CAPMAN GP, LLC, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 2021-08-13 MITCHELL J. BLUTT, Name: /s/ Mitchell J. Blutt, M.D. 2021-08-13 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                         Form 4 Joint Filer Information

Name:                                   Consonance Capital Management LP

Address:                                1370 Avenue of the Americas
                                        Suite 3301
                                        New York, NY 10019

Date of Event Requiring Statement:      08/11/2021


Name:                                   Consonance Capman GP, LLC

Address:                                1370 Avenue of the Americas
                                        Suite 3301
                                        New York, NY 10019

Date of Event Requiring Statement:      08/11/2021