Surrozen IncDE
For the period ended Dec 31, 2023. Filed Apr 10, 2024.
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FY2023 · Filed Apr 10, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a)
List the following documents filed as a part of the report:
(1)
Financial statements:
See Index to Consolidated Financial Statements at Item 8 herein.
(2)
Financial Statement Schedules.
All financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto or is not applicable or required.
(3)
Exhibits:
| ExhibitNumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date | Filed Herewith |
|---|---|---|---|---|---|---|
| 2.1 | Business Combination Agreement, dated as of April 15, 2021, by and among CHFW, Perseverance Merger Sub Inc., and Surrozen, Inc. | 8-K | 001-39635 | 2.1 | 4/15/2021 | |
| 3.1 | Certificate of Incorporation of Surrozen, Inc. | 8-K | 001-39635 | 3.1 | 8/17/2021 | |
| 3.2 | Amended and Restated Bylaws of Surrozen, Inc. | 8-K | 001-39635 | 3.1 | 10/13/2023 | |
| 3.3 | Certificate of Amendment to Certificate of Incorporation of Surrozen, Inc. | 8-K | 001-39635 | 3.1 | 12/13/2023 | |
| 4.1 | Specimen Warrant Certificate | S-1/A | 001-39635 | 4.3 | 10/13/2020 | |
| 4.2 | Amended and Restated Warrant Agreement, dated as of March 31, 2023, between Surrozen, Inc. and Continental Stock Transfer & Trust Company | 10-K | 001-39635 | 4.6 | 3/31/2023 | |
| 4.3 | Description of Securities | 10-K | 001-39635 | 4.7 | 3/31/2023 | |
| 10.1 | Investors' Rights Agreement, dated as of August 11, 2021, by and among Surrozen, Inc., Consonance Life Sciences, and certain other investors | 8-K | 001-39635 | 10.5 | 8/17/2021 | |
| 10.2+ | Surrozen, Inc. 2021 Equity Incentive Plan | X | ||||
| 10.3+ | Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise under 2021 Equity Incentive Plan | X | ||||
| 10.4+ | Form of RSU Grant Package under 2021 Equity Incentive Plan | 10-Q | 001-39635 | 10.1 | 11/08/2023 | |
| 10.5+ | Surrozen, Inc. 2021 Employee Stock Purchase Plan | X | ||||
| 10.6 | Form of Indemnification Agreement | 8-K | 001-39635 | 10.8 | 8/17/2021 | |
| 10.7†† | Amended and Restated License and Option Agreement for Llama Single Domain Antibody Phage Library, dated as of January 17, 2020, by and between Regents of the University of California and Surrozen, Inc. | S-4/A | 333-256146 | 10.9 | 1/24/2021 | |
| 10.8†† | Amended and Restated License and Option Agreement for Human Naïve Fab Library, dated as of January 17, 2020, by and between Surrozen, Inc. and Regents of the University of California | S-4/A | 333-256146 | 10.10 | 6/24/2021 | |
| 10.9†† | Antibody Library Subscription Agreement, dated as of January 15, 2019, by and between Distributed Bio, Inc. and Surrozen, Inc. | S-4/A | 333-256146 | 10.11 | 6/24/2021 | |
| 10.10†† | First Amendment to the Antibody Library Subscription Agreement, dated as of September 30, 2016, by and between Distributed Bio, Inc. and Surrozen, Inc. | S-4/A | 333-256146 | 10.12 | 6/24/2021 | |
| 10.11†† | Exclusive (Equity) Agreement, dated as of March 23, 2016, by and between the Board of Trustees of the Leland Stanford Junior University and Surrozen, Inc. | S-4/A | 333-256146 | 10.13 | 6/24/2021 | |
| 10.12†† | Amendment No. 1 the Exclusive (Equity) Agreement, dated as of July 5, 2016, by and between the Board of Trustees of the Leland Stanford Junior University and Surrozen, Inc. | S-4/A | 333-256146 | 10.14 | 6/24/2021 | |
| 10.13†† | Amendment No. 2 to the Exclusive (Equity) Agreement, dated as of October 7, 2016, by and between the Board of Trustees of the Leland Stanford Junior University and Surrozen, Inc. | S-4/A | 333-256146 | 10.15 | 6/24/2021 | |
| 10.14†† | Amendment No. 3 to the Exclusive (Equity) Agreement, dated as of January 19, 2021, by and between the Board of Trustees of the Leland Stanford Junior University and Surrozen, Inc. | S-4/A | 333-256146 | 10.16 | 6/24/2021 | |
| 10.15†† | Exclusive License Agreement, dated as of June 6, 2018, by and between Surrozen, Inc. and The Board of Trustees of the Leland Stanford Junior University | S-4/A | 333-256146 | 10.17 | 6/24/2021 | |
| 10.16†† | Purchase Agreement, dated as of February 18, 2022, by and between the Company and Lincoln Park Capital Fund, LLC | 8-K | 001-39635 | 10.1 | 2/24/2022 | |
| 10.17 | Registration Rights Agreement, dated as of February 18, 2022, by and between the Company and Lincoln Park Capital Fund, LLC | 8-K | 001-39635 | 10.2 | 2/24/2022 | |
| 10.18 | Lease Agreement, dated as of August 4, 2016, by and between HCP Oyster Point III LLC and Surrozen, Inc | 10-K | 001-39635 | 10.20 | 3/28/2022 | |
| 10.19 | Collaboration and License Agreement, dated as of September 30, 2022, by and between Boehringer Ingelheim International GmbH and Surrozen Operating, Inc. | 10-Q | 001-39635 | 10.1 | 11/14/2022 | |
| 10.20 | Sales Agreement, dated as of December 9, 2022, by and between the Company and Guggenheim Securities, LLC | S-3 | 333-268745 | 1.2 | 12/9/2022 | |
| 10.21† | Letter Agreement dated as of September 20, 2023 by and between Charles River Laboratories, Inc. and Surrozen Operating, Inc., relating to that certain Antibody Library Subscription Agreement dated as of September 30, 2016 by and between Surrozen, Inc. and Distributed Bio, Inc., as amended on January 10, 2019 | 10-Q | 001-39635 | 10.2 | 11/8/2023 | |
| 10.22†† | Side Agreement No. 2, relating to the exclusive agreement between Surrozen Operating, Inc. and the Board of Trustees of the Leland Stanford Junior University, dated March 23, 2016, as amended | 10-Q | 001-39635 | 10.2 | 5/10/2023 | |
| 10.23+ | Separation Agreement, by and between Surrozen Inc. and Dr. Wen-Chen Yeh, dated July 18, 2023 | 8-K | 001-39635 | 10.1 | 7/19/2023 | |
| 21.1 | List of Subsidiaries | 10-K | 001-39635 | 21.1 | 3/31/2023 | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | Incentive Compensation Recoupment Policy | X | ||||
| 101.INS | XBRL Instance Document | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Documents | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | X | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||
- Indicates management contract or compensatory plan or arrangement.
† Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
†† The company has redacted provisions or terms of this Exhibit pursuant to Regulation S-K Item 601(b)(10). The Company agrees to furnish an unredacted copy of the Exhibit to the SEC upon its request.
- In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the company specifically incorporates it by reference.
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