| 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:
This filing is being jointly filed by StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross (the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The business addresses of each Reporting Person is:
520 Madison Avenue, 19th Floor
New York, NY 10022 |
| (c) | Citizenship:
StemPoint Capital LP is a limited partnership organized under the laws of the State of Delaware.
StemPoint Capital Management GP LLC is a limited liability company organized under the laws of the State of Delaware.
Michelle Ross is a citizen of the United States of America. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value 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);
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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:
Items 5-9 of each cover page are incorporated by reference. Each Reporting Person may be deemed to be the beneficial owner of 1,016,197 Shares, which amount consists of 686,539 of Shares and 329,658 Shares issuable upon the exercise of Warrants. |
| (b) | Percent of class:
Each Reporting Person may be deemed to beneficially own 11.4% of the Shares, which is calculated based on (i) 8,562,584 Shares outstanding of Common Stock as of May 07, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 9, 2025, (ii) plus common stock warrants (the "Series E Warrants") exercisable for up to 195,000 shares of common stock, (iii) 2024 PIPE Warrants - Series A exercisable for up to 70,158 shares of common stock, and (iv) 2024 PIPE Warrants - Series B exercisable for up to 64,500 shares of common stock, subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
-0-
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| | (ii) Shared power to vote or to direct the vote:
963,133 Comment: Shared voting power includes 329,658 Warrants beneficially owned by the Reporting Persons.
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| | (iii) Sole power to dispose or to direct the disposition of:
-0-
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| | (iv) Shared power to dispose or to direct the disposition of:
1,016,197. Comment: Shared dispositive power includes 329,658 Warrants beneficially owned by the Reporting Persons.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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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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