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): ~~August~~October 2914, 2025

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~~obligations of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Item 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

On ~~August~~October 2914, 2025, Surrozen, Inc. ~~entered into a Sales Agreement~~ (the “~~Sales Agreement~~Company”) ~~with~~received TDnotice ~~Securities~~from ~~(USA)~~TCGFB, ~~LLC~~Inc. (“~~TD Cowen~~TCGFB”). ~~Under~~that TCGFB has elected to terminate the ~~Sales~~Collaboration Agreement, we(the ~~may~~“Collaboration ~~offer~~Agreement”) between TCGFB and ~~sell~~the Company, ~~from~~dated ~~time~~October ~~to time~~31, ~~through~~2024. TDTCGFB ~~Cowen~~exercised asits ~~our~~right ~~sales~~to ~~agent~~terminate ~~and/or~~the ~~principal,~~Collaboration ~~shares~~Agreement offor ~~our~~convenience ~~common~~and ~~stock,~~neither ~~par~~TCGFB ~~value~~nor ~~$0.0001~~the ~~per~~Company ~~share~~will ~~(“Common~~incur ~~Stock”),~~any ~~having~~termination anpenalties. ~~aggregate~~The ~~offering~~termination ~~amount~~will ofbe upeffective toas ~~$50.0~~of ~~million~~November ~~(the~~13, ~~“Shares”)~~2025.

WeUnder ~~are not obligated to sell any Shares under~~ the ~~Sales Agreement. Subject to the~~ terms ~~and conditions~~ of the ~~Sales~~Collaboration Agreement, ~~TD Cowen will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell~~ the ~~Shares~~Company ~~from~~provided ~~time~~antibody todiscovery ~~time~~services. ~~based~~TCGFB ~~upon~~owned ~~our~~all ~~instructions,~~TGF-β ~~including~~product ~~any~~related ~~price,~~intellectual ~~time or size limits or other customary parameters or conditions we may specify, subject to certain limitations~~property. ~~Under~~In ~~the~~exchange ~~Sales~~for ~~Agreement, TD Cowen may sell~~ the ~~Shares~~Company’s inresearch ~~negotiated transactions~~services, ~~including~~TCGFB ~~block~~agreed ~~trades or block sales, or by any method that is deemed~~ to bepay ~~an “at~~ the ~~market~~Company ~~offering”~~up asto ~~defined~~$6.0 million in ~~Rule 415(a)(4) under~~ the ~~Securities Act of 1933~~aggregate, asplus ~~amended, including without limitation sales made through the Nasdaq Capital Market or on~~ any ~~other~~third-party ~~existing~~costs, ~~trading~~and ~~market~~issued ~~for~~ the ~~Common~~Company ~~Stock, or by any other method permitted by law. We will pay TD Cowen~~ a ~~commission~~warrant ofexercisable for up to 3.0%4 ofmillion ~~the~~shares ~~gross sales proceeds~~ of ~~any~~TCGFB ~~Shares~~common ~~sold~~stock ~~through~~at TDan ~~Cowen~~exercise ~~under~~price ~~the~~of ~~Sales Agreement~~$0.0001 Weper ~~have~~share ~~also~~based ~~provided~~on TDcertain ~~Cowen~~vesting ~~with customary indemnification and contribution rights~~conditions. ~~The~~TCGFB ~~Sales~~was ~~Agreement~~founded ~~may be terminated~~ by usThe orColumn TDGroup ~~Cowen~~and ~~upon~~the ~~written~~Collaboration ~~notice~~Agreement toconstituted ~~the~~a ~~other~~related party intransaction ~~accordance~~because ~~with~~entities ~~the~~affiliated ~~terms~~with ofThe ~~the~~Column ~~Sales~~Group ~~Agreement.~~hold ~~The~~more ~~offering~~than 5% of the ~~Shares~~Company’s ~~pursuant~~common tostock ~~the~~and ~~Sales~~Dr. ~~Agreement~~Kutzkey, ~~will~~a ~~terminate~~member ~~upon~~of the ~~termination~~Company’s board of ~~the~~directors, ~~Sales~~serves ~~Agreement~~as inManaging ~~accordance~~Partner ~~with~~of ~~its~~The ~~terms~~Column Group.

The ~~issuance~~foregoing ~~and~~summary ~~sale, if any,~~ of the ~~Shares~~terms ~~under~~of the ~~Sales~~Collaboration Agreement ~~will~~is bequalified ~~made~~in ~~pursuant~~its toentirety ~~our~~by ~~Registration~~reference ~~Statement~~to onthe ~~Form~~Collaboration ~~S-3~~Agreement, ~~(File~~which ~~No.~~was ~~333-287434),~~ filed ~~with~~as ~~the~~Exhibit U10.S.28 ~~Securities~~to ~~and Exchange Commission on May 20, 2025, including~~ the ~~prospectus,~~Company’s ~~dated~~Annual ~~May 23, 2025, and our prospectus supplement, dated August 29, 2025. This Current~~ Report on Form 810-K ~~shall~~for ~~not constitute an offer to sell or~~ the ~~solicitation~~year ofended anDecember ~~offer to buy any Shares under the Sales Agreement nor shall there be any offer~~31, ~~solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state~~2024.

Cooley LLP has issued a legal opinion relating to the validity of the Shares. A copy of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~description of~~ the ~~material~~requirements ~~terms~~ of the ~~Sales~~Securities ~~Agreement~~Exchange isAct ~~qualified in its entirety by reference to the full text~~ of ~~the Sales Agreement~~1934, ~~which~~the isregistrant ~~attached~~has asduly ~~Exhibit~~caused ~~1.1~~this report to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form~~its ~~8-K~~behalf ~~and~~by isthe ~~incorporated~~undersigned ~~herein~~hereunto byduly ~~reference~~authorized.

Item 9.01 Financial Statements and Exhibits.


			SURROZEN, INC.

Date:	October 17, 2025	By:	/s/ Charles Williams
			Name: Charles Williams Title: Chief Financial Officer, Chief Operating Officer and Corporate Secretary

(d) Exhibits

Exhibit No.		Description
1.1		Sales Agreement, dated August 29, 2025, by and between Surrozen, Inc. and TD Securities (USA) LLC.
5.1		Legal Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	August 29, 2025	By:	/s/ Charles Williams
			Name: Charles WilliamsTitle: Chief Financial Officer, Chief Operating Officer and Corporate Secretary

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