Surrozen, Inc./DE
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
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FY2025 · Filed Mar 23, 2026
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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 |
|---|---|---|---|---|---|---|
| 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 | 4.3 | 3/31/2025 | |
| 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 | 10-K | 001-39635 | 10.2 | 4/10/2024 | |
| 10.3+ | Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise under 2021 Equity Incentive Plan | 10-K | 001-39635 | 10.3 | 4/10/2024 | |
| 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 | 10-K | 001-39635 | 10.5 | 4/10/2024 | |
| 10.6+ | Surrozen, Inc. 2025 Equity Inducement Plan | S-8 | 333-289432 | 99.1 | 8/8/2025 | |
| 10.7+ | Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise under 2025 Equity Inducement Plan | X | ||||
| 10.8+ | Severance and Change in Control Plan | X | ||||
| 10.9 | Form of Indemnification Agreement | 8-K | 001-39635 | 10.8 | 8/17/2021 | |
| 10.10†† | 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 | |
| 10.11†† | 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 | |
| 10.12†† | 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 | |
| 10.13†† | 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 | |
| 10.14 | 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 | |
| 10.15 | 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 | |
| 10.16 | 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 | |
| 10.17 | Sales Agreement, dated August 29, 2025, by and between Surrozen, Inc. and TD Securities (USA) LLC. | 8-K | 001-39635 | 1.1 | 8/9/2025 | |
| 10.18†† | 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 | |
| 10.19 | First Amendment to Lease, by and between Surrozen Operating, Inc. and HCP Oyster Point III LLC, dated October 1, 2024. | 8-K | 001-39635 | 10.1 | 10/1/2024 | |
| 10.20 | Sublease Agreement, dated as of April 19, 2024, by and between Surrozen, Inc. and Nura Bio, Inc. | 10-Q | 001-39635 | 10.1 | 5/8/2024 | |
| 10.21 | Sublease Agreement, dated as of May 15, 2025, by and between Surrozen, Inc. and Nura Bio, Inc. | 10-Q | 001-39635 | 10.2 | 11/7/2025 | |
| 10.22 | Form of Pre-Funded Warrant (April 2024) | 8-K | 001-39635 | 10.2 | 4/2/2024 | |
| 10.23 | Form of Series A Common Warrant | 8-K | 001-39635 | 10.3 | 4/2/2024 | |
| 10.24 | Form of Series B Common Warrant | 8-K | 001-39635 | 10.4 | 4/2/2024 | |
| 10.25 | Form of Registration Rights Agreement, dated April 1, 2024, by and among Surrozen, Inc. and each of the several purchasers signatory thereto. | 8-K | 001-39635 | 10.7 | 4/2/2024 | |
| 10.26 | Form of Pre-Funded Warrant (March 2025). | 8-K | 001-39635 | 10.2 | 3/28/2025 | |
| 10.27 | Form of Series E Common Warrant. | 8-K | 001-39635 | 10.3 | 3/28/2025 | |
| 10.28 | Form of Registration Rights Agreement, dated March 24, 2025, by and among Surrozen, Inc. and each of the several Purchasers signatory thereto. | 8-K | 001-39635 | 10.4 | 3/28/2025 | |
| 10.29†† | Collaboration Agreement, dated as of October 31, 2024, by and between Surrozen Inc. and TCGFB, Inc. | 10-K | 001-39635 | 10.28 | 3/31/2025 | |
| 19.1 | Insider Trading Policy | 10-K | 001-39635 | 19.1 | 3/31/2025 | |
| 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 | 10-K | 001-39635 | 97.1 | 4/10/2024 | |
| 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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