Surrozen Inc 美股招股说明书（2025-04-24版本）

(to the prospectus dated April 25, 2024) Up to 1,091,981 Shares of Common Stock Up to 40,000 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants Up to 2,363,258 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates, amends and supplements the prospectus contained in ourRegistration Statement on Form S-3, effective as of April 25, 2024 (Registration No. 333-278800) relating to •Up to 1,091,981 shares of common stock; •Up to 40,000 shares of common stock issuable upon exercise of pre-funded warrants; •Up to 1,131,981 shares of common stock issuable upon exercise of Series A common stock warrants; •Up to 1,231,277 shares of common stock issuable upon exercise of Series B common stock warrants; •Up to 4,386,424 shares of common stock issuable upon exercise of Series C common stock warrants(which have been subsequently cancelled as described below); and •Up to 4,386,424 shares of common stock issuable upon exercise of Series D common stock warrants(which have been subsequently cancelled as described below). The selling stockholders purchased the shares of common stock, pre-funded warrants, Series A commonstock warrants, Series B common stock warrants, Series C common stock warrants and Series D common On March 24, 2025, we (i) reduced the exercise price per share of common stock issuable upon exerciseof the Series A common stock warrants from $15.50 to $11.54, except that the exercise price per share ofcommon stock for such warrants held by members of management was reduced from $16.96 to $12.45; (ii)reduced the exercise price per share of common stock issuable upon exercise of the Series B common stockwarrants from $14.25 to $11.54, except that the exercise price per share of common stock for such warrantsheld by members of management was reduced from $15.71 to $12.45; (iii) cancelled all outstanding Series Ccommon stock warrants; and (iv) cancelled all outstanding Series D common stock warrants. Other than the This prospectus supplement is being filed to update the information in the prospectus with the informationsummarized above and contained in our Current Report on Form 8-K filed with the Securities and ExchangeCommission on March 28, 2025. You should read this prospectus supplement, together with additional Investing in our securities involves risks. See “Risk Factors” beginning on page 4 of the prospectusand under similar headings in the other documents that are incorporated by reference into theprospectus. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if the prospectus or this prospectus The date of this prospectus supplement is April 24, 2025.