Form 4 for SRZN Surrozen, Inc./DE

Accepted 2022-12-15 00:00:00 ET · period of report 2022-12-14 · accession 0000899243-22-038571 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2022-12-15	2022-12-14	SRZN	Soffer Benny	10%	S - Sale	—	-5.38M	0	-100%	—
DMI	2022-12-15	2022-12-14	SRZN	Soffer Benny	10%	S - Sale	—	-1.31M	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-12-14	S	D	1,748,750	—	I By Consonance Capital Master Account LP	—	—	(F1) 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. (F2) 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. (F3) (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.
2	Common	Common Stock	2022-12-14	S	D	1,885,000	—	I By Consonance Life Sciences, LLC	—	—	(F9) 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. (F10) 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.
3	Common	Common Stock	2022-12-14	S	D	450,827	—	I By Managed Account	—	—	(F7) 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. (F8) 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.
4	Common	Common Stock	2022-12-14	S	D	1,297,922	—	I By Consonance Capital Opportunity Master Fund, LP	—	—	(F4) 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. (F6) (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. (F5) 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.
5	Derivative	Warrants (right to buy)	2022-12-14	S	D	582,916	—	I By Consonance Capital Master Account LP	$11.50 · — to —	582,916 Common Stock	(F1) 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. (F2) 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. (F3) (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.
6	Derivative	Warrants (right to buy)	2022-12-14	S	D	144,666	—	I By Consonance Life Sciences, LLC	$11.50 · — to —	144,666 Common Stock	(F9) 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. (F10) 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.
7	Derivative	Warrants (right to buy)	2022-12-14	S	D	150,275	—	I By Managed Account	$11.50 · — to —	150,275 Common Stock	(F7) 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. (F8) 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.
8	Derivative	Warrants (right to buy)	2022-12-14	S	D	432,639	—	I By Consonance Capital Opportunity Master Fund, LP	$11.50 · — to —	432,639 Common Stock	(F4) 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. (F6) (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. (F5) 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.