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): ~~October~~November 1407, 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 ~~obligations~~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-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 12.02 TerminationResults of aOperations Materialand DefinitiveFinancial AgreementCondition.

On ~~October~~November 147, 2025, Surrozen, Inc. (the “Company”) ~~received~~issued ~~notice~~a ~~from~~press ~~TCGFB,~~release ~~Inc.~~announcing ~~(“TCGFB”)~~its ~~that~~financial ~~TCGFB~~results ~~has~~for ~~elected to terminate~~ the ~~Collaboration~~quarter ~~Agreement~~ended ~~(the~~September ~~“Collaboration Agreement”) between TCGFB and the Company~~30, ~~dated October 31, 2024~~2025. A ~~TCGFB~~copy ~~exercised~~of ~~its right to terminate~~ the ~~Collaboration~~press ~~Agreement~~release ~~for~~is ~~convenience~~attached ~~and~~as ~~neither~~Exhibit ~~TCGFB nor the Company will incur any termination penalties~~99.1 ~~The~~to ~~termination~~this ~~will~~Current beReport ~~effective~~on asForm ~~of November 13, 2025~~8-K.

~~Under~~The ~~the~~information ~~terms~~set offorth ~~the~~under ~~Collaboration~~this ~~Agreement,~~“Item ~~the Company provided antibody discovery services~~2.02. ~~TCGFB~~Results ~~owned~~of ~~all~~Operations ~~TGF-β~~and ~~product~~Financial ~~related~~Condition” ~~intellectual~~(including ~~property. In exchange for~~ the ~~Company’s~~exhibit ~~research~~referenced ~~services,~~herein) ~~TCGFB~~shall ~~agreed~~not tobe ~~pay~~deemed ~~the Company up~~ to ~~$6.0~~be ~~million~~“filed” infor the ~~aggregate,~~purposes ~~plus~~of ~~any~~Section ~~third-party~~18 ~~costs,~~of ~~and issued~~ the ~~Company~~Securities aExchange ~~warrant~~Act ~~exercisable for up to 3.4 million shares~~ of ~~TCGFB~~1934, ~~common~~as ~~stock~~amended, atnor anshall ~~exercise~~it ~~price~~be ofincorporated ~~$0.0001~~by ~~per~~reference ~~share~~in ~~based~~any onfiling ~~certain~~made ~~vesting conditions. TCGFB was founded~~ by ~~The Column Group and~~ the ~~Collaboration Agreement constituted a related party transaction because entities affiliated with The Column Group hold more than 5% of the~~ Company’s ~~common~~pursuant ~~stock~~to ~~and Dr. Kutzkey, a member of~~ the ~~Company’s~~Securities ~~board~~Act of ~~directors~~1933, ~~serves~~ as ~~Managing Partner of The Column Group~~amended.

~~The~~Item ~~foregoing~~5.02 ~~summary~~Departure of ~~the~~Directors ~~terms~~or ofCertain ~~the~~Officers; ~~Collaboration~~Election ~~Agreement~~of isDirectors; ~~qualified~~Appointment inof ~~its~~Certain ~~entirety~~Officers; byCompensatory ~~reference~~Arrangements toof ~~the~~Certain ~~Collaboration Agreement, which was filed as Exhibit 10~~Officers.~~28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.~~

~~SIGNATURES~~Appointment of Chief Financial Officer

~~Pursuant~~On toNovember 6, 2025, the ~~requirements~~board of directors of the ~~Securities~~Company ~~Exchange~~appointed ~~Act~~Andrew Maleki, age 36, to the position of ~~1934~~Chief Financial Officer, effective November 12, 2025, to serve as the ~~registrant~~Company’s ~~has~~principal ~~duly~~financial ~~caused~~and ~~this~~accounting ~~report~~officer. From May 2021 to beOctober ~~signed~~2025, onMr. ~~its~~Maleki ~~behalf~~led bycorporate ~~the~~development ~~undersigned~~and ~~hereunto~~program ~~duly~~leadership ~~authorized~~at Lassen Therapeutics, Inc., a biotechnology company. From October 2018 to April 2021, Mr. Maleki held positions of increasing responsibility in corporate development at Jazz Pharmaceuticals plc, a biotechnology company. Mr. Maleki holds a B.A. in Biology and Economics with distinction from Yale University and an M.B.A. from Harvard Business School.

			SURROZEN, INC.
Date:	October 17, 2025	By:	/s/ Charles Williams
			Name: Charles WilliamsTitle: Chief Financial Officer, Chief Operating Officer and Corporate Secretary

Pursuant to an offer letter, dated September 2, 2025, Mr. Maleki will have an initial base salary of $385,000 and will be eligible, commencing in 2026, to participate in the Company’s annual bonus plan with a bonus target equal to 40% of his annual base salary. In addition, Mr. Maleki will be granted a non-statutory stock option to purchase 50,000 shares of common stock which will vest as to 25% of the shares thereunder on the one year anniversary of his commencement of employment and 1/48th of the shares will vest at the end of each month thereafter.

Mr. Maleki will be entitled to severance benefits previously established by the compensation committee of the board of directors whereby executive officers willl receive certain benefits if their employment is terminated without cause or in connection with a change-in-control of Surrozen. If terminated without cause, Mr. Maleki will receive nine months base salary and nine months of continued benefits, but no acceleration of his equity awards. If Mr. Maleki is terminated in connection with a change-in-control of Surrozen, including at any time within the 12-month period beginning three months prior to the change-in-control, Mr. Maleki will receive 12 months of base salary, 100% of his target bonus, 12 months continuation of benefits and full acceleration of all existing equity awards.

The Company will enter into its standard indemnification agreement with Mr. Maleki, the form of which was filed with the Securities and Exchange Commission on August 17, 2021 as Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-39635).

There are no arrangements or understandings between Mr. Maleki and any other person pursuant to which he was appointed Chief Financial Officer. There are no family relationships between Mr. Maleki and any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Maleki’s appointment as Chief Financial Officer, Charles Williams will cease to serve as the Company’s Chief Financial Officer, but will continue to serve as the Company’s Chief Operating Officer and Secretary.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits



Exhibit No.		Description

99.1		Press Release of Surrozen, Inc. dated November 7, 2025
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:	November 7, 2025	By:	/s/ Charles Williams
			Name: Charles Williams Title: Chief Financial Officer, Chief Operating Officer and Corporate Secretary

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