8-K
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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): May 18, 2023

Surrozen, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39635

98-1556622

(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:

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 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 18, 2023, Surrozen, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (“Annual Meeting”). A total of 30,079,441 shares of the Company's common stock were entitled to vote as of March 20, 2023, the record date for the Annual Meeting, of which 18,247,744 shares were represented in person or by proxy at the Annual Meeting.

At the Annual Meeting, the shareholders of the Company voted on the following proposals:

1.
the election of three nominees, each to serve as a director of the Company until the 2026 Annual Meeting of Shareholders and until the election and qualification of his or her successor, subject to his or her earlier death, resignation or removal;
2.
a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

The results of each of the above proposals are discussed further below.

Proposal 1 - Election of Directors

The votes cast for or withheld for each director nominee were as follows:

Director Nominee

For

Withheld

Broker Non-Votes

Shao-Lee Lin, M.D., Ph.D.

10,955,283

4,205,346

3,087,115

Mace Rothenberg, M.D.

11,843,735

3,316,894

3,087,115

David J. Woodhouse, Ph.D.

17,744,296

3,316,894

3,087,115

Accordingly, the three nominees listed above were each elected to serve as a director of the Company until the 2026 Annual Meeting of Shareholders and until the election and qualification of his or her successor, subject to his or her earlier death, resignation or removal.

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The voting results with respect to the proposal to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:

For

Against

Abstain

18,240,296

499,008

4,440

Accordingly, the Company’s shareholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

No other matters were submitted to a vote of shareholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

104

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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 thereunto duly authorized.

SURROZEN, INC.

Date:

May 22, 2023

By:

/s/ Charles Williams

Name: Charles Williams
Title: Chief Financial Officer