Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Surrozen, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
86889P208 (CUSIP Number) |
James Evangelista, CFO The Column Group III, LP, 1 Letterman Drive, Building D, Suite M-9 San Francisco, CA, 94129 (415) 865-2050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/20/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 86889P208 |
| 1 |
Name of reporting person
The Column Group III GP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,962,544.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 900,292 shares of Common Stock held of record by TCG III LP (as defined in Item 2(a) below), (ii) 485,830 shares of Common Stock which TCG III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in its Current Report on Form 8-K filed with the Commission on March 28, 2025 (the Form 8-K), (iii) warrants to purchase 5,218 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, (iv) 1,016,658 shares of Common Stock held of record by TCG III-A LP (as defined in Item 2(a) below), (v) 548,653 shares of Common Stock which TCG III-A LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K and (vi) warrants to purchase 5,893 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. TCG III GP LP is the general partner of each of TCG III LP and TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Excludes (a) warrants to purchase 594,625 shares of Common Stock held by TCG III LP which are not exercisable within 60 days of this Statement due to beneficial o
wnership limitations and (b) warrants to purchase 671,518 shares of Common Stock held by TCG III-A LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations. Based on 10,368,376 shares outstanding, comprised of (i) 9,322,782 shares of Common Stock outstanding as of November 17, 2025, as provided by the Issuer to the Reporting Persons, plus (ii) 485,830 shares of Common Stock which TCG III LP has the right to acquire within 60 days of this Statement, plus (iii) 5,218 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, plus (iv) 548,653 shares of Common Stock which TCG III-A LP has the right to acquire within 60 days of this Statement, plus (v) 5,893 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement.
SCHEDULE 13D
|
| CUSIP No. | 86889P208 |
| 1 |
Name of reporting person
The Column Group III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,391,340.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 900,292 shares of Common Stock held of record by TCG III LP, (ii) 485,830 shares of Common Stock which TCG III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K and (iii) warrants to purchase 5,218 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement. TCG III GP LP is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Excludes warrants to purchase 594,625 shares of Common Stock held by TCG III LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations. Based on 9,813,830 shares outstanding, comprised of (i) 9,322,782 shares of Common Stock outstanding as of November 17, 2025, as provided by the Issuer to the Reporting Persons, plus (ii) 485,830 shares of Common Stock which TCG III LP has the right to acquire within 60 days of this Statement,plus (iii) 5,218 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement.
SCHEDULE 13D
|
| CUSIP No. | 86889P208 |
| 1 |
Name of reporting person
The Column Group III-A, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,571,204.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 1,016,658 shares of Common Stock held of record by TCG III-A LP, (ii) 548,653 shares of Common Stock which TCG III-A LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K and (iii) warrants to purchase 5,893 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement. TCG III GP LP is the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Excludes warrants to purchase 671,518 shares of Common Stock held by TCG III-A LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations. Based on 9,877,328 shares outstanding, comprised of (i) 9,322,782 shares of Common Stock outstanding as of November 17, 2025, as provided by the Issuer to the Reporting Persons, plus (ii) 548,653 shares of Common Stock which TCG III-A LP has the right to acquire within 60 days of this Statement, plus (iiI) 5,893 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement.
SCHEDULE 13D
|
| CUSIP No. | 86889P208 |
| 1 |
Name of reporting person
The Column Group Opportunity III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
862,068.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 344,827 shares of Common Stock held of record by TCG Opportunity III LP (as defined in Item 2(a)) and (ii) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K. TCG Opportunity III GP LP (as defined in Item 2(a)) is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP LLC (as defined in Item 2(a)) is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispos
itive power with respect to these securities. Excludes warrants to purchase 431,034 shares of Common Stock held by TCG Opportunity III LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations. Based on 9,840,023 shares outstanding, comprised of (i) 9,322,782 shares of Common Stock outstanding as of November 17, 2025, as provided by the Issuer to the Reporting Persons, plus (ii) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement.
SCHEDULE 13D
|
| CUSIP No. | 86889P208 |
| 1 |
Name of reporting person
The Column Group Opportunity III GP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
862,068.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 344,827 shares of Common Stock held of record by TCG Opportunity III LP and (ii) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K. TCG Opportunity III GP LP is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP LLC is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities. Excludes warrants to purchase 431,034 shares of Common Stock held by TCG Opportunity III LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations. Based on 9,840,023 shares outstanding, comprised of (i) 9,322,782 shares of Common Stock outstanding as of November 17, 2025, as provided by the Issuer to the Reporting Persons, plus (ii) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement.
SCHEDULE 13D
|
| CUSIP No. | 86889P208 |
| 1 |
Name of reporting person
TCG Opportunity III GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
862,068.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of (i) 344,827 shares of Common Stock held of record by TCG Opportunity III LP and (ii) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K. TCG Opportunity III GP LP is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP LLC is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities. Excludes warrants to purchase 431,034 shares of Common Stock held by TCG Opportunity III LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations. Based on 9,840,023 shares outstanding, comprised of (i) 9,322,782 shares of Common Stock outstanding as of November 17, 2025, as provided by the Issuer to the Reporting Persons, plus (ii) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement.
SCHEDULE 13D
|
| CUSIP No. | 86889P208 |
| 1 |
Name of reporting person
Tim Kutzkey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,824,612.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 900,292 shares of Common Stock held of record by TCG III LP, (ii) 485,830 shares of Common Stock which TCG III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K, (iii) warrants to purchase 5,218 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, (iv) 1,016,658 shares of Common Stock held of record by TCG III-A LP, (v) 548,653 shares of Common Stock which TCG III-A LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K, (vi) warrants to purchase 5,893 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement, (vii) 344,827 shares of Common Stock held of record by TCG Opportunity III LP and (viii) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K. TCG III GP LP is the general partner of each of TCG III LP and TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these secu
rities. TCG Opportunity III GP LP is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to the securities held by TCG Opportunity III LP. TCG Opportunity III GP LLC is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to the securities held by TCG Opportunity III LP. Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing partners of TCG III GP LP and the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities. Excludes (a) warrants to purchase 594,625 shares of Common Stock held by TCG III, LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations, (b) warrants to purchase 671,518 shares of Common Stock held by TCG III-A LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations and (c) 431,034 shares of Common Stock held by TCG Opportunity III LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations. Based on 10,885,617 shares outstanding, comprised of (i) 9,322,782 shares of Common Stock outstanding as of November 17, 2025, as provided by the Issuer to the Reporting Persons, plus (ii) 485,830 shares of Common Stock which TCG III LP has the right to acquire within 60 days of this Statement, plus (iii) 5,218 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, plus (iv) 548,653 shares of Common Stock which TCG III-A LP has the right to acquire within 60 days of this Statement, plus (v) 5,893 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement, plus (vi) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement.
SCHEDULE 13D
|
| CUSIP No. | 86889P208 |
| 1 |
Name of reporting person
Peter Svennilson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWEDEN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,824,612.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 900,292 shares of Common Stock held of record by TCG III LP, (ii) 485,830 shares of Common Stock which TCG III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K, (iii) warrants to purchase 5,218 shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, (iv) 1,016,658 shares of Common Stock held of record by TCG III-A LP, (v) 548,653 shares of Common Stock which TCG III-A LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K, (vi) warrants to purchase 5,893 shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement, (vii) 344,827 shares of Common Stock held of record by TCG Opportunity III LP and (viii) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement in the second tranche of the Issuer's private placement transaction as disclosed by the Issuer in the Form 8-K. TCG III GP LP is the general partner of each of TCG III LP and TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP LP is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to the securities held by TCG Opportunity III LP. TCG Opportunity III GP LLC is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to the securities held by TCG Opportunity III LP. Peter Svennilson and Tim Kutzkey, a member of the Issuer's board of directors, are the managing partners of TCG III GP LP and the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities. Excludes (a) warrants to purchase 594,625 shares of Common Stock held by TCG III, LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations, (b) warrants to purchase 671,518 shares of Common Stock held by TCG III-A LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations and (c) 431,034 shares of Common Stock held by TCG Opportunity III LP which are not exercisable within 60 days of this Statement due to beneficial ownership limitations. Based on 10,885,617 shares outstanding, comprised of (i) 9,322,782 shares of Common Stock outstanding as of November 17, 2025, as provided by the Issuer to the Reporting Persons, plus (ii) 485,830 shares of Common Stock which TCG III LP has the right to acquire within 60 days of this Statement, plus (iii) 5,218 shares underlying warrants to purchase shares of Common Stock held by TCG III LP which are exercisable within 60 days of this Statement, plus (iv) 548,653 shares of Common Stock which TCG III-A LP has the right to acquire within 60 days of this Statement, plus (v) 5,893 shares underlying warrants to purchase shares of Common Stock held by TCG III-A LP which are exercisable within 60 days of this Statement, plus (vi) 517,241 shares of Common Stock which TCG Opportunity III LP has the right to acquire within 60 days of this Statement.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Surrozen, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
171 Oyster Point Blvd., Suite 400, South San Francisco,
CALIFORNIA
, 94080. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 5 (this Amendment No. 5) supplements and amends the Schedule 13D relating to the Common Stock of the Issuer that was filed with the Commission on August 23, 2021, as amended by Amendment No. 1 that was filed with the Commission on February 13, 2023, by Amendment No. 2 that was filed with the Commission on April 8, 2024, by Amendment No. 3 that was filed with the Commission on April 17, 2024 and Amendment No. 4 that was filed with the Commision on March 28, 2025 (collectively, the Original Schedule 13D). This Amendment No. 5 is being filed to report the purchases by the Reporting Persons of certain securities of the Issuer as set forth in Item 3 of this Statement. Only those items that are reported are hereby amended; all other items reported in the Original Schedule 13D remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is being filed by The Column Group III, LP (TCG III LP), The Column Group III-A, LP (TCG III-A LP), The Column Group III GP, LP (TCG III GP LP), The Column Group Opportunity III, LP (TCG Opportunity III LP), The Column Group Opportunity III GP, LP (TCG Opportunity III GP LP), TCG Opportunity III GP, LLC (TCG Opportunity III GP LLC, together with TCG III LP, TCG III-A LP, TCG III GP LP, TCG Opportunity III LP, and TCG Opportunity III GP LP, the Reporting Entities), Tim Kutzkey, a member of the Issuer's board of directors and Peter Svennilson. The Reporting Entities, Mr. Svennilson and Dr. Kutzkey are collectively referred to as the Reporting Persons. Peter Svennilson has been added to this Statement as a Reporting Person as a result of the retirement of a managing partner of TCG III GP LP and a managing member of TCG Opportunity III GP LLC. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person. | |
| (b) | The address of the principal offices of each Reporting Entity 1 Letterman Drive, Building D, Suite M-900, San Francisco, CA 94129. | |
| (c) | Each of TCG III LP, TCG III-A LP and TCG Opportunity III LP is a venture capital investment entity. TCG III GP LP is the general partner of each of TCG III LP and TCG III-A LP. TCG Opportunity III GP LP is the general partner of TCG Opportunity III LP. TCG Opportunity III GP LLC is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP. Dr. Kutzkey and Peter Svennilson are the managing partners of TCG III GP LP and the managing members of TCG Opportunity III GP LLC, and are each engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. | |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of TCG III GP LP, TCG III LP, TCG III-A LP, TCG Opportunity III LP and TCG Opportunity III GP LP is a limited partnership organized under the laws of the State of Delaware. TCG Opportunity III GP LLC is a limited company organized under the laws of the State of Delaware. Dr. Kutzkey is a citizen of the United States of America. Mr. Svennilson is a citizen of Sweden. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended by adding the following as the last paragraphs thereof: On November 13, 2025, TCG III LP purchased 148,150 shares of Common Stock for a purchase pri
ce of $12.65 per share or $1,874,097.50 in the aggregate. On November 13, 2025, TCG III-A LP purchased 167,307 shares of Common Stock for a purchase price of $12.65 per share or $2,116,433.55 in the aggregate. On December 4, 2025, TCG III LP purchased 2,475 shares of Common Stock for a purchase price of $17.347 per share or $42,933.83 in the aggregate. On December 4, 2025, TCG III-A LP purchased 2,791 shares of Common Stock for a purchase price of $17.347 per share or $48,415.48 in the aggregate. On December 5, 2025, TCG III LP purchased 14,503 shares of Common Stock for a purchase price of $19.5409 per share or $283,401.67 in the aggregate. On December 5, 2025, TCG III-A LP purchased 16,381 shares of Common Stock for a purchase price of $19.5409 per share or $320,099.48 in the aggregate. On January 6, 2026, TCG III LP purchased 7,097 shares of Common Stock for a purchase price of $19.8872 per share or $141,139.46 in the aggregate. On January 6, 2026, TCG III-A LP purchased 8,003 shares of Common Stock for a purchase price of $19.8872 per share or $159,157.26 in the aggregate. On January 13, 2026, TCG III LP purchased 5,861 shares of Common Stock for a purchase price of $19.8041 per share or $116,071.83 in the aggregate. On January 13, 2026, TCG III-A LP purchased 6,609 shares of Common Stock for a purchase price of $19.8041 per share or $130,885.30 in the aggregate. On January 14, 2026, TCG III LP purchased 2,596 shares of Common Stock for a purchase price of $19.9883 per share or $51,889.63 in the aggregate. On January 14, 2026, TCG III-A LP purchased 2,927 shares of Common Stock for a purchase price of $19.9883 per share or $58,505.75 in the aggregate. On January 15, 2026, TCG III LP purchased 5,590 shares of Common Stock for a purchase price of $19.889 per share or $111,179.51 in the aggregate. On January 15, 2026, TCG III-A LP purchased 6,303 shares of Common Stock for a purchase price of $19.889 per share or $125,360.37 in the aggregate. On January 16, 2026, TCG III LP purchased 1,204 shares of Common Stock for a purchase price of $20.00 per share or $24,080.00 in the aggregate. On January 16, 2026, TCG III-A LP purchased 1,358 shares of Common Stock for a purchase price of $20.00 per share or $27,160.00 in the aggregate. On January 20, 2026, TCG III LP purchased 8,484 shares of Common Stock for a purchase price of $19.5999 per share or $166,285.55 in the aggregate. On January 20, 2026, TCG III-A LP purchased 9,568 shares of Common Stock for a purchase price of $19.5999 per share or $187,531.84 in the aggregate. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Amendment No. 5. | |
| (b) | See Items 7-11 of the cover pages of this Amendment No. 5. | |
| (c) | Except as reported in this Statement, none of the Reporting Persons has affected any transactions in the Issuer's securities within the past 60 days. | |
| (d) | Under certain circumstances set forth in the limited partnership agreements of TCG III LP, TCG III-A LP and TCG Opportunity III LP, the general partner and limited partners of each of TCG III LP, TCG III-A LP and TCG Opportunity III LP may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement, dated January 22, 2026, by and among the Reporting Persons (filed herewith). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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