SRZNW Surrozen Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 01, 2024

 

 

Surrozen, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39635	30-1374889
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
171 Oyster Point Blvd Suite 400
South San Francisco, California				94080
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +1 (650) 489-9000

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SRZN		The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one-fifteenth of a share of Common Stock		SRZNW		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

On October 1, 2024, Surrozen, Inc. (the “Company”) through its wholly-owned subsidiary Surrozen Operating, Inc., entered into a lease amendment (the “Lease Amendment”), to its lease agreement with HCP Oyster Point III, LLC, dated August 4, 2016, as amended, for its headquarters in South San Francisco, California (the “Lease”). Pursuant to the Lease Amendment, the term of the Lease was extended by 48 months commencing on May 1, 2025 and expiring on April 30, 2029. The annual base rent escalates from $2.3 million for the first 12-month period to $2.6 million for the final 12-month period. On or prior to September 30, 2025, the Company has a one-time option to terminate the Lease by the payment of a lease termination fee of $400,000 on or prior to December 31, 2025.

The foregoing description of the Lease Amendment is qualified in its entirety by the terms of the Lease Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Lease is filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (file no. 001-39635) filed with the Securities and Exchange Commission on March 28, 2022.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits

Exhibit No.		Description
10.1		First Amendment to Lease, by and between Surrozen Operating, Inc. and HCP Oyster Point III LLC, dated October 1, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SURROZEN, INC.
Date:	October 2, 2024	By:	/s/ Charles Williams
			Name: Charles Williams Title: Chief Financial Officer, Chief Operating Officer and Corporate Secretary

 

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FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of 10/1/2024, by and between HCP OYSTER POINT III LLC, a Delaware limited liability company (“Landlord”) and SURROZEN OPERATING, INC., a Delaware corporation (F/K/A Surrozen, Inc.) (“Tenant”).

r e c i t a l s :

a g r e e m e n t :

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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Period of Extended Term	Annual Base Rent	Monthly Installment of Base Rent	Monthly Base Rental Rate Per Rentable Square Foot of Premises
5/1/25 – 4/30/26	$2,323,160.40	$193,596.70	$5.9000
5/1/26 – 4/30/27	$2,404,471.01	$200,372.58	$6.1065
5/1/27 – 4/30/28	$2,488,627.50	$207,385.62	$6.3202
5/1/28 – 4/30/29	$2,575,729.46	$214,644.12	$6.5414

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"For purposes of this Lease, the term "Transfer" shall also include: (i) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of more than fifty percent (50%) of the partners or members, or transfer of more than fifty percent (50%) of the partnership or membership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof; and (ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant, or (B) the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)‑month period, or (C) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period.".

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"The term “Bank” as used herein shall mean a money-center, solvent and nationally recognized bank listed on the most current list of Global Systemically Important Banks (G-SIBs) as of the Effective Date of the First Amendment, and otherwise acceptable to Landlord in its sole and absolute discretion, and that (i) accepts deposits, maintains accounts, has a local office in Redwood City and/or San Francisco which will accept draws on a letter of credit or allows draws by facsimile, and whose deposits are insured by the FDIC, (ii) is not subject to the control or jurisdiction of any receiver, trustee, custodian, conservator, liquidator or similar official under any federal, state, foreign, or common law; (iii) is not a “bridge bank” or other successor (whether by asset sale, merger, or otherwise) to any bank that was the original issuer of the L-C, or any entity that is under the control of the Federal Deposit Insurance Corporation as receiver or conservator, unless expressly approved in writing by Landlord in its sole and absolute discretion; and (iv) whose long-term, unsecured and unsubordinated debt obligations are rated of no less than “A” by Fitch Ratings Ltd. (“Fitch”) and a short term issuer rating of no less than “F1” by Fitch (or in the event such applicable Fitch ratings are no longer available, comparable ratings from Standard and Poor's Professional Rating Service or Moody's Professional Rating Service), unless otherwise expressly approved in writing by Landlord in its sole and absolute discretion (collectively, the “Bank's Credit Rating Threshold”)".

"At any time during the Lease Term, Landlord may require Tenant to provide Landlord with (i) a balance sheet for the most recent quarter-end date, (ii) a statement of cash flows for the most recent quarter-end date, and (iii) an income statement for the trailing twelve (12) month period ending on the most recent month-end date. Such financial statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant (or, if not so audited, the same shall be reviewed by a nationally recognized CPA firm and certified by an officer of Tenant). The Parties agree that if Tenant is subject to the financial reporting requirements of the Securities Exchange Commission, the financial statements filed by Tenant with the Securities and Exchange Commission (SEC) shall be deemed sufficient to satisfy the Landlord’s request for audited financial statements of the nature described in (i), (ii) and (iii) of this Section 17, unless Tenant fails to file its financial statements with the SEC in a timely manner."

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[SIGNATURES FOLLOW ON NEXT PAGE]

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IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written.

LANDLORD:

HCP OYSTER POINT III LLC,
a Delaware limited liability company

By:	/s/ Scott Bohn
	Name: Scott Bohn
	Title: Chief Development Officer

 

TENANT:

SURROZEN OPERATING, INC.,
a Delaware corporation

By:	/s/ Chuck Williams
	Name: Chuck Williams
	Title: CFO & COO

 

 

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v3.24.3

Document And Entity Information	Oct. 01, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity Registrant Name	Surrozen, Inc./DE
Entity Central Index Key	0001824893
Entity Emerging Growth Company	true
Entity File Number	001-39635
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	30-1374889
Entity Address, Address Line One	171 Oyster Point Blvd
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	(650)
Local Phone Number	489-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	SRZN
Security Exchange Name	NONE
Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one-fifteenth of a share of Common Stock
Trading Symbol	SRZNW
Security Exchange Name	NONE

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