0000899243-21-033037.txt : 20210813 0000899243-21-033037.hdr.sgml : 20210813 20210813193659 ACCESSION NUMBER: 0000899243-21-033037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210811 FILED AS OF DATE: 20210813 DATE AS OF CHANGE: 20210813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Livingston Kevin Harold CENTRAL INDEX KEY: 0001828234 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39635 FILM NUMBER: 211173952 MAIL ADDRESS: STREET 1: C/O CONSONANCE-HWF ACQUISITION CORP STREET 2: 1 PALMER SQUARE SUITE 305 CITY: PRINCETON STATE: NJ ZIP: 08540 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Surrozen, Inc./DE CENTRAL INDEX KEY: 0001824893 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 981556622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 171 OYSTER POINT BLVD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-475-2820 MAIL ADDRESS: STREET 1: 171 OYSTER POINT BLVD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Consonance-HFW Acquisition Corp. DATE OF NAME CHANGE: 20200915 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-11 1 0001824893 Surrozen, Inc./DE SRZN 0001828234 Livingston Kevin Harold C/O CONSONANCE-HFW ACQUISITION CORP., 1 PALMER SQUARE, SUITE 305 PRINCETON NJ 08540 0 0 0 1 Former Chief Financial Officer Class A Ordinary Shares 2021-08-11 4 D 0 434000 D 0 I See Footnote Class B Ordinary Shares 2021-08-11 4 J 0 759000 D 1451000 I See Footnote Class B Ordinary Shares 2021-08-11 4 D 0 1451000 D 0 I See Footnote Common Stock 2021-08-11 4 A 0 434000 A 434000 I See Footnote Common Stock 2021-08-11 4 A 0 1451000 A 1885000 I See Footnote Warrants 11.50 2021-08-11 4 D 0 144667 0.00 D Class A Ordinary Shares 144667 0 I See Footnote Warrants 11.50 2021-08-11 4 A 0 144667 0.00 D Common Stock 144667 144667 I See Footnote On April 15, 2021, Consonance-HFW Acquisition Corp. (the "Issuer") entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among the Issuer, Perseverance Merger Sub Inc. ("Merger Sub"), and Surrozen, Inc. ("Surrozen"). The Business Combination (as defined below) pursuant to the Business Combination Agreement closed on August 11, 2021. Pursuant to the terms of the Business Combination Agreement, on the closing date: (i) the Issuer became a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) the Issuer's name changed to "Surrozen, Inc.", (B) each outstanding Class A Ordinary Share of the Issuer ("Class A Share") and each outstanding Class B Ordinary Share of the Issuer became one share of common stock of Issuer (the "Common Stock") in transactions exempt from Section 16(b) of the Securities Exchange Act of 1934, (Continued from footnote 1) as amended (the "Exchange Act"), pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act, and (C) each outstanding warrant of the Issuer became one warrant to purchase one share of Common Stock; and (ii) following the Domestication, Merger Sub merged with and into Surrozen, with Surrozen as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Issuer (the "Merger"). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination". Pursuant to the Sponsor Letter Agreement entered into in connection with the Business Combination Agreement, Consonance Life Sciences LLC ("Consonance Life Sciences") agreed to contribute an aggregate of 759,000 Class B Ordinary Shares back to the Issuer for no additional consideration. Represents shares held by Consonance Life Sciences. Consonance Life Sciences is governed by a board of managers consisting of Mitchell J. Blutt, Benny Soffer and Kevin Livingston. As such, Mitchell J. Blutt, Benny Soffer and Kevin Livingston may be deemed to have voting and investment discretion over the securities held by Consonance Life Sciences and may be deemed to have shared beneficial ownership of such securities. Each of Mitchell J. Blutt, Benny Soffer and Kevin Livingston disclaims beneficial ownership of the securities held by Consonance Life Sciences except to the extent of their pecuniary interest therein. Represents part of private placement units of the Issuer purchased by Consonance Life Sciences in a private placement transactions in connection with the Issuer's initial public offering for $10 per unit. Each unit consisted of one Class A Share and one-third of one private placement warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Class A Share at $11.50 per share. The Warrants will not become exercisable until the later of (a) 30 days after the completion of the Issuer's initial business combination or (b) 12 months from the closing of the Issuer's initial public offering. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. /s/ Kevin Livingston 2021-08-13