Surrozen (SRZN) Announces Oversubscribed $175M Private Placement

Surrozen, Inc. (Nasdaq: SRZN), a company pioneering targeted therapeutics that selectively activate the Wnt Pathway for tissue repair and regeneration, today announced that the company will focus its Wnt biology expertise and Wnt signal modulation antibody technologies on its ophthalmology programs including development of new treatment options for retinopathies. The Company also announced a private placement consisting of two tranches in aggregate up to $175 million in gross proceeds to fund multiple ophthalmology programs through initial Phase 1 safety, tolerability and efficacy studies.

Modulation of Wnt signaling has the potential to be relevant in a broad range of highly prevalent eye diseases including “wet” and “dry” Age Related Macular Degeneration (AMD), diabetic retinopathy, Fuchs’ endothelial corneal dystrophy (FECD), and non-infectious uveitis as well as certain rare eye diseases like retinitis pigmentosa, Stargardt’s and Familial Exudative Vitreoretinopathy (FEVR). The two lead candidates for the treatment of retinopathies include SZN-8141 (Fzd4/VEGF) and SZN-8143 (Fzd4/VEGF/IL-6).

The Company will discontinue development of SZN-043 in severe alcohol associated hepatitis. While treatment with SZN-043 was safe and well-tolerated and demonstrated positive changes in liver function assays, there was not a sufficient early signal of clinical benefit to warrant further investment given the challenges associated with an acutely sick target population and a lengthy clinical development path.

“Given the significant progress and potential of our ophthalmology programs, we have decided to focus on our robust ophthalmology pipeline. Importantly, our retinal ophthalmology programs represent novel combinations of clinically validated targets for treating a broad spectrum of serious eye diseases. We look forward to advancing our proprietary ophthalmology candidates to the clinic including our collaboration with Boehringer Ingelheim to advance SZN-413 into development,” said Craig Parker, President and Chief Executive Officer of Surrozen. “Given the decision to discontinue SZN-043, we want to thank the subjects, our collaborators and the medical professionals who participated in clinical trials and helped advance our understanding of Wnt mimetics in acute liver disease."

Wholly-Owned Ophthalmology Portfolio

SZN-8141 combines Frizzled 4 (Fzd4) agonism and Vascular Endothelial Growth Factor (VEGF) antagonism which has the potential to provide benefits over treatment with single agents for Diabetic Macular Edema (DME) and neovascular Age Related Macular Degeneration (wet AMD).

SZN-8143 combines Fzd4 agonism, VEGF antagonism, and interleukin-6 (IL-6) antagonism which may have benefits over single agents for treatment of DME/wet AMD/uveitic macular edema (UME).

The current standard of care for diabetic retinopathy (including DME), retinal vein occlusion and wet AMD is intravitreal administration of anti-VEGF monotherapies. In addition, Fzd4 monotherapy has demonstrated proof of concept in clinical trials. Surrozen believes SZN-8141 and SZN-8143 have the potential to treat multiple retinopathy indications and be differentiated from existing therapies. Data generated in preclinical models of retinopathy demonstrated that both SZN-8141 and SZN-8143 stimulated Wnt signaling and induced normal retinal vessel regrowth while suppressing pathological vessel growth.

Financing Overview

The Company has entered into a securities purchase agreement with certain institutional and accredited investors to purchase shares of common stock, or pre-funded warrants in lieu thereof, and accompanying warrants to purchase shares of common stock. The private placement was priced “at-the-market” under the rules and regulations of The Nasdaq Stock Market LLC.

At the initial closing, expected on or about March 26, 2025 the Company will issue to the investors 6,034,494 units, each consisting of one share of common stock, or pre-funded warrant in lieu thereof, and one half of a common stock warrant, at a purchase price of $11.60 for gross proceeds of approximately $70 million, before deducting placement agent fees and other expenses payable by the Company. Each pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately and will not expire until exercised in full.

At the second closing, investors have committed to purchase an additional 9,051,742 units, each consisting of one share of common stock, or pre-funded warrant in lieu thereof, and one half of a common stock warrant, at a purchase price of $11.60 for gross proceeds of approximately $105 million, before deducting placement agent fees and other expenses payable by the Company. Each pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately and will not expire until exercised in full. The second closing is subject to the receipt of clearance from the FDA of the Company’s Investigational New Drug Application for SZN-8141, expected in 2026. In connection with the private placement, the exercise prices of the Company’s outstanding Series A common stock warrants and Series B common stock warrants are being reduced and the Company’s outstanding Series C common stock warrants and Series D common stock warrants are being cancelled.

The financing was led by Venrock Healthcare Capital Partners and includes participation from new and existing investors, including The Column Group, Access Biotechnology, RA Capital Management, Vivo Capital, Spruce Street Capital, 5AM Ventures, Kalehua Capital, Samsara BioCapital, Acuta Capital Partners, StemPoint Capital, Braidwell LP and other leading life sciences investors. In connection with the financing, Tim Kutzkey, Ph.D. will be joining the Surrozen Board of Directors.

Guggenheim Securities, LLC is acting as sole placement agent for the private placement.

The securities being sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Surrozen has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock and shares of common stock issuable upon the exercise of the warrants issued in the private placement within 30 days of the closing.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

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