3 unchanged sentences
(in thousands, except for shares and par value)
−Removed: September 30, 2024 December 31, 2023
+Added: March 31, 2025 December 31, 2024
Current assets:
6 unchanged sentences
Operating lease right-of-use asset 1,069 1,338
−Removed: Deferred offering costs — 2,739
Other assets 1,398 1,398
Total assets $ 201,252 $ 215,304
−Removed: Liabilities, convertible preferred and common stock and stockholders’ equity (deficit)
+Added: Liabilities and stockholders’ equity
Current liabilities:
3 unchanged sentences
Operating lease liability, net 673 814
−Removed: Other noncurrent liabilities 64 121
−Removed: Preferred stock warrants liability — 871
Total liabilities 9,242 11,220
Commitments and contingencies (Note 6)
−Removed: Convertible preferred and common stock:
−Removed: Series A convertible preferred stock, par value of $ 0.001 per share;
−Removed: no shares and 22,791,777 shares authorized at September 30, 2024 and December 31, 2023, respectively;
−Removed: no shares and 21,977,282 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
−Removed: Series A-1 convertible preferred stock, par value of $ 0.001 per share;
−Removed: no shares and 2,950,548 shares authorized at September 30, 2024 and December 31, 2023, respectively;
−Removed: no shares and 2,950,548 issued and outstanding at September 30, 2024 and December 31, 2023, respectively
−Removed: Series B convertible preferred stock, par value of $ 0.001 per share;
−Removed: no shares and 28,019,181 shares authorized at September 30, 2024 and December 31, 2023, respectively;
−Removed: no shares and 28,019,181 issued and outstanding at September 30, 2024 and December 31, 2023, respectively
−Removed: Class B convertible common stock, par value of $ 0.001 per share;
−Removed: no shares and 2,744,184 shares authorized at September 30, 2024 and December 31, 2023, respectively;
−Removed: no shares and 2,744,184 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
−Removed: Total convertible preferred and common stock — 143,390
−Removed: Stockholders' equity (deficit) (1) :
+Added: Stockholders' equity:
Common stock, par value of $ 0.00001 per share;
−Removed: 300,000,000 and 16,017,929 shares authorized at September 30, 2024 and December 31, 2023, respectively;
−Removed: 27,500,401 and 2,004,783 shares issued at September 30, 2024 and December 31, 2023, respectively;
−Removed: and 27,480,634 and 1,969,360 shares outstanding at September 30, 2024 and December 31, 2023, respectively
+Added: 300,000,000 shares authorized;
+Added: 27,543,120 and 27,531,490 shares issued at March 31, 2025 and December 31, 2024, respectively;
+Added: and 27,535,663 and 27,518,439 shares outstanding at March 31, 2025 and December 31, 2024, respectively
Additional paid-in capital 351,519 348,901
1 unchanged sentence
Accumulated other comprehensive income 123 196
−Removed: Total stockholders’ equity (deficit) 215,280 ( 92,712 )
−Removed: Total liabilities, convertible preferred and common stock and stockholders’ equity (deficit) $ 224,007 $ 70,376
+Added: Total stockholders’ equity 192,010 204,084
+Added: Total liabilities and stockholders’ equity $ 201,252 $ 215,304
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: (1) Retroactively recast for the reverse recapitalization as described in Note 3.
LENZ THERAPEUTICS, INC.
1 unchanged sentence
(in thousands, except share and per share data)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Operating expenses:
4 unchanged sentences
Other income (expense):
−Removed: Other income (expense) ( 6 ) ( 101 ) 281 ( 174 )
+Added: Other expense ( 11 ) ( 1,348 )
Interest income 2,323 788
−Removed: Total other income, net 2,730 985 6,268 1,164
+Added: Total other income (expense), net 2,312 ( 560 )
Net loss $ ( 14,619 ) $ ( 16,648 )
−Removed: Other comprehensive income (loss):
−Removed: Unrealized gain (loss) on marketable securities 585 9 517 ( 5 )
+Added: Other comprehensive loss:
+Added: Unrealized loss on marketable securities ( 73 ) ( 7 )
Comprehensive loss $ ( 14,692 ) $ ( 16,655 )
3 unchanged sentences
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: (1) Retroactively recast for the reverse recapitalization as described in Note 3.
(1) See Note 2 for further information on weighted-average common shares outstanding.
2 unchanged sentences
(in thousands, except share data)
−Removed: Convertible Preferred and Common Stock Stockholders' Equity (Deficit)
−Removed: Series A Convertible Preferred
−Removed: Stock Series A-1 Convertible
−Removed: Preferred Stock Series B Convertible Preferred
−Removed: Stock Class B Convertible Common
−Removed: Stock Common Stock Additional
+Added: Stockholders' Equity (Deficit)
+Added: Common Stock Additional
Capital Accumulated
2 unchanged sentences
Income (Loss) Stockholders' Equity
−Removed: Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
+Added: Shares Amount
Balance as of December 31, 2024 27,518,439 $ 1 $ 348,901 $ ( 145,014 ) $ 196 $ 204,084
−Removed: 21,977,282 $ 44,621 2,950,548 $ 9,893 28,019,181 $ 82,976 2,744,184 $ 5,900 1,969,360 $ 10 $ 2,517 $ ( 95,245 ) $ 6 $ ( 92,712 )
−Removed: Conversion of convertible preferred stock and Class B convertible common stock to common stock as a result of the Merger and reset to par of $ 0.00001
−Removed: ( 21,977,282 ) ( 44,621 ) ( 2,950,548 ) ( 9,893 ) ( 28,019,181 ) ( 82,976 ) ( 2,744,184 ) ( 5,900 ) 11,260,672 ( 10 ) 143,400 — — 143,390
−Removed: Issuance of common stock to Graphite stockholders as a result of the Merger — — — — — — — — 8,320,485 — 116,145 — — 116,145
−Removed: Issuance of common stock from private placement, net — — — — — — — — 3,559,565 — 49,840 — — 49,840
−Removed: Reclassification of warrant liability to equity — — — — — — — — — — 1,918 — — 1,918
−Removed: Merger transaction costs — — — — — — — — — — ( 5,146 ) — — ( 5,146 )
−Removed: Unrealized loss on marketable securities — — — — — — — — — — — — ( 7 ) ( 7 )
Exercise of stock options and common warrants 11,630 — 44 — — 44
−Removed: Vesting of early exercised stock options — — — — — — — — 6,150 — 10 — — 10
−Removed: Share-based compensation — — — — — — — — — — 947 — — 947
−Removed: Net loss — — — — — — — — — — — ( 16,648 ) — ( 16,648 )
−Removed: Balance as of March 31, 2024 — $ — — $ — — $ — — $ — 25,500,130 $ — $ 310,061 $ ( 111,893 ) $ ( 1 ) $ 198,167
−Removed: Adjustments to reverse recapitalization accounting and issuance of common stock from private placement — — — — — — — — — — 31 — — 31
−Removed: Exercise of stock options — — — — — — — — 338,260 — 3,413 — — 3,413
Unrealized loss on marketable securities — — — — ( 73 ) ( 73 )
2 unchanged sentences
Net loss — — — ( 14,619 ) — ( 14,619 )
−Removed: Balance as of June 30, 2024 — $ — — $ — — $ — — $ — 25,845,671 $ — $ 315,130 $ ( 122,147 ) $ ( 62 ) $ 192,921
−Removed: Adjustments to reverse recapitalization accounting and issuance of common stock from private placement — — — — — — — — — — 29 — — 29
−Removed: Issuance of common stock from private placement, net — — — — — — — — 1,578,947 — 29,693 — — 29,693
−Removed: Exercise of stock options — — — — — — — — 48,736 — 57 — — 57
−Removed: Unrealized gain on marketable securities — — — — — — — — — — — — 585 585
−Removed: Vesting of early exercised stock options — — — — — — — — 7,280 — 19 — — 19
−Removed: Share-based compensation — — — — — — — — — — 2,191 — — 2,191
−Removed: Net loss — — — — — — — — — — — ( 10,215 ) — ( 10,215 )
−Removed: Balance as of September 30, 2024 — $ — — $ — — $ — — $ — 27,480,634 $ — $ 347,119 $ ( 132,362 ) $ 523 $ 215,280
+Added: Balance as of March 31, 2025 27,535,663 $ 1 $ 351,519 $ ( 159,633 ) $ 123 $ 192,010
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: (1) Retroactively recast for the reverse recapitalization as described in Note 3.
LENZ THERAPEUTICS, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS’ DEFICIT (1)
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share data)
−Removed: Convertible Preferred and Common Stock Stockholders' Deficit
+Added: Convertible Preferred and Common Stock Stockholders' Equity (Deficit)
Series A Convertible Preferred
6 unchanged sentences
Comprehensive
−Removed: Income (Loss) Stockholders'
+Added: Income (Loss) Stockholders' Equity
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance as of December 31, 2023 (1)
−Removed: Issuance of Series B convertible preferred stock, net of issuance costs — — — — 28,019,181 82,976 — — — — — — — —
+Added: 21,977,282 $ 44,621 2,950,548 $ 9,893 28,019,181 $ 82,976 2,744,184 $ 5,900 1,969,360 $ 10 $ 2,517 $ ( 95,245 ) $ 6 $ ( 92,712 )
+Added: Conversion of convertible preferred stock and Class B convertible common stock to common stock as a result of the Merger and reset to par of $ 0.00001
+Added: ( 21,977,282 ) ( 44,621 ) ( 2,950,548 ) ( 9,893 ) ( 28,019,181 ) ( 82,976 ) ( 2,744,184 ) ( 5,900 ) 11,260,672 ( 10 ) 143,400 — — 143,390
+Added: Issuance of common stock to Graphite stockholders as a result of the Merger — — — — — — — — 8,320,485 — 116,145 — — 116,145
+Added: Issuance of common stock from private placement, net — — — — — — — — 3,559,565 — 49,840 — — 49,840
+Added: Reclassification of warrant liability to equity — — — — — — — — — — 1,918 — — 1,918
+Added: Merger transaction costs — — — — — — — — — — ( 5,146 ) — — ( 5,146 )
+Added: Unrealized loss on marketable securities — — — — — — — — — — — — ( 7 ) ( 7 )
+Added: Exercise of stock options and common warrants — — — — — — — — 383,898 — 430 — — 430
Vesting of early exercised stock options — — — — — — — — 6,150 — 10 — — 10
2 unchanged sentences
Balance as of March 31, 2024 — $ — — $ — — $ — — $ — 25,500,130 $ — $ 310,061 $ ( 111,893 ) $ ( 1 ) $ 198,167
−Removed: Unrealized gain (loss) on marketable securities — — — — — — — — — — — — ( 14 ) ( 14 )
−Removed: Vesting of early exercised stock options — — — — — — — — 5,593 — 19 — — 19
−Removed: Share-based compensation — — — — — — — — — — 189 — — 189
−Removed: Net loss — — — — — — — — — — — ( 14,726 ) — ( 14,726 )
−Removed: Balance as of June 30, 2023 21,977,282 $ 44,621 2,950,548 $ 9,893 28,019,181 $ 82,976 2,744,184 $ 5,900 1,958,174 $ 10 $ 1,467 $ ( 52,673 ) $ ( 14 ) $ ( 51,210 )
−Removed: Unrealized gain on marketable securities — — — — — — — — — — — — 9 9
−Removed: Vesting of early exercised stock options — — — — — — — — 5,593 — 19 — — 19
−Removed: Share-based compensation — — — — — — — — — — 494 — — 494
−Removed: Net loss — — — — — — — — — — — ( 18,880 ) — ( 18,880 )
−Removed: Balance as of September 30, 2023 21,977,282 $ 44,621 2,950,548 $ 9,893 28,019,181 $ 82,976 2,744,184 $ 5,900 1,963,767 $ 10 $ 1,980 $ ( 71,553 ) $ ( 5 ) $ ( 69,568 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3 unchanged sentences
(in thousands)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Cash flows from operating activities
2 unchanged sentences
Depreciation and amortization 36 5
+Added: Loss on impairment of operating right-of-use assets and related property and equipment 82 —
Accretion of discounts on marketable securities ( 1,134 ) ( 275 )
5 unchanged sentences
Accrued liabilities ( 1,202 ) ( 7,226 )
−Removed: Other assets ( 1,377 ) 10
Net cash used in operating activities ( 16,049 ) ( 23,937 )
3 unchanged sentences
Purchases of property and equipment ( 110 ) —
−Removed: Net cash used in investing activities ( 142,616 ) ( 44,794 )
+Added: Net cash provided by investing activities 18,889 18,000
Cash flows from financing activities
−Removed: Proceeds from issuance of Series B convertible preferred stock, net of issuance costs — 82,976
−Removed: Deferred offering costs — ( 568 )
Proceeds from issuance of common stock, net of issuance costs — 53,387
4 unchanged sentences
Net increase in cash, cash equivalents, and restricted cash 2,884 165,331
−Removed: Cash and cash equivalents, beginning of the period 35,140 44,441
+Added: Cash and cash equivalents, and restricted cash, beginning of the period 20,272 35,140
Cash, cash equivalents, and restricted cash, end of the period $ 23,156 $ 200,471
6 unchanged sentences
Common stock issuance costs included in accounts payable and accrued expenses $ — $ 3,547
+Added: Merger transaction costs included in accounts payable and accrued expenses $ — $ 4,815
Right-of-use assets assumed in the Merger in exchange for operating lease liabilities $ — $ 293
−Removed: Right-of-use assets obtained in exchange for operating lease liabilities $ 1,205 $ 190
−Removed: Property and equipment included in accrued expenses $ 32 $ —
−Removed: Deferred offering costs included in accounts payable and accrued expenses $ — $ 1,298
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8 unchanged sentences
(“LENZ OpCo”), previously named Lenz Therapeutics, Inc., which became a corporation in Delaware on October 28, 2020 upon the filing of a Certificate of Conversion to convert Presbyopia Therapies, LLC, a Delaware limited liability company (formed in September 2013), to a Delaware corporation.
−Removed: The Company is a late-stage clinical company developing innovative ophthalmic pharmaceutical products.
+Added: The Company is a pre-commercial biopharmaceutical company focused on the development and commercialization of innovative therapies to improve vision.
Reverse Merger Transaction
2 unchanged sentences
See discussions of the transactions in connection with the Merger in Note 3 .
−Removed: As of September 30, 2024, the Company has devoted substantially all of its efforts to product development and has not realized product revenues from its planned principal operations.
+Added: As of March 31, 2025, the Company has devoted substantially all of its efforts to product development and has not realized product revenue from its planned principal operations.
The Company has a limited operating history, and the sales and income potential of the Company’s business and market are unproven.
−Removed: The Company has experienced net losses since its inception and, as of September 30, 2024, had an accumulated deficit of $ 132.4 million.
+Added: The Company has experienced net losses since its inception and, as of March 31, 2025, had an accumulated deficit of $ 159.6 million.
The Company expects to incur additional losses in the future as it continues its research and development efforts, advances its product candidate through clinical development, seeks regulatory approval for LNZ100, prepares for commercialization, hires additional personnel, protects its intellectual property, and grows its business.
1 unchanged sentence
Such activities are subject to significant risks and uncertainties.
−Removed: As of September 30, 2024, the Company had cash, cash equivalents, restricted cash, and marketable securities of $ 217.2 million, which is available to fund future operations.
−Removed: The Company believes that its existing cash, cash equivalents, and marketable securities as of September 30, 2024 will be sufficient to support operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements.
+Added: As of March 31, 2025, the Company had cash, cash equivalents, and marketable securities of $ 194.1 million, which is available to fund future operations.
+Added: The Company believes that its existing cash, cash equivalents, and marketable securities as of March 31, 2025 will be sufficient to support operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements.
Summary of Significant Accounting Policies
4 unchanged sentences
The accompanying condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and its cash flows for the periods presented.
−Removed: These statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes for the year ended December 31, 2023, which are contained in the Company's final 424B3 prospectus filed with the SEC on September 19, 2024.
+Added: These statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period.
All intercompany accounts and transactions have been eliminated in consolidation.
−Removed: Since LENZ OpCo was determined to be the accounting acquirer in connection with the Merger, for periods prior to the Merger, the condensed consolidated financial statements were prepared on a stand-alone basis for LENZ OpCo and did not include the combined entities activity or financial position.
−Removed: Subsequent to the Merger, the condensed consolidated financial statements as of and for the nine months ended September 30, 2024 include Graphite’s activity from March 21, 2024 through September 30, 2024, and assets and liabilities at their acquisition date fair value.
+Added: Since LENZ OpCo was determined to be the accounting acquirer in connection with the Merger, for periods prior to the Merger, the condensed consolidated financial statements were prepared on a stand-alone basis for LENZ OpCo and did not
+Added: include the combined entities activity or financial position.
+Added: The condensed consolidated financial statements as of and for the three months ended March 31, 2024 include Graphite’s activity from March 21, 2024 through March 31, 2024, and assets and liabilities at their acquisition date fair value.
Historical share and per share figures of LENZ OpCo have been retroactively recast based on the Merger exchange ratio of 0.2022 .
1 unchanged sentence
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period.
−Removed: Estimates used in preparing the accompanying financial statements include, but are not limited to, estimates related to the research and development accruals, preferred stock warrants liability, and share-based compensation.
+Added: Estimates used in preparing the accompanying financial statements include, but are not limited to, estimates related to the research and development accruals, and share-based compensation.
Although actual results could differ from those estimates, management does not believe that such differences would be material.
6 unchanged sentences
The Company deposits its cash primarily in traditional checking and savings accounts and money market funds with a financial institution.
−Removed: Restricted cash of $ 0.1 million as of September 30, 2024 relates to a security deposit in the form of a letter of credit issued in connection with one of the Company's leases, which expires in March 2025.
+Added: Restricted cash of $ 0.1 million as of March 31, 2025 relates to a security deposit in the form of a letter of credit issued in connection with one of the Company's leases, which expired in March 2025.
+Added: The terms of the letter of credit require the security deposit to remain restricted for ninety days following expiration of the lease.
Marketable Securities
−Removed: The Company classifies marketable securities as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all marketable securities with maturity dates beyond three months at the date of purchase as current assets in the accompanying balance sheets.
−Removed: As of September 30, 2024, the Company had no intent to sell any marketable securities prior to maturity.
+Added: The Company classifies marketable securities as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore classified all marketable securities with maturity dates beyond three months at the date of purchase as current assets in the accompanying condensed consolidated balance sheets.
+Added: As of March 31, 2025, the Company had no intent to sell any marketable securities prior to maturity.
Marketable securities classified as available-for-sale are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ deficit until realized.
3 unchanged sentences
Treasury securities, U.S.
−Removed: agency securities, and Yankee debt securities.
+Added: government agency securities, and corporate debt securities.
Available-for-sale securities are classified as marketable securities on the Company's condensed consolidated balance sheets.
+Added: Management evaluates whether unrealized losses on available-for-sale marketable securities are the result of credit worthiness of the securities held or other non-credit related factors.
+Added: If an unrealized loss is the result of credit quality factors, the Company recognizes an allowance reflective of the current estimate of credit losses expected to be incurred over the life of the financial instrument on a specific identification basis upon initial recognition and at each reporting period.
+Added: If a reduction in value is a result of other factors, losses are recognized within comprehensive loss unless either the Company intends to sell the security or it is more likely than not the Company will be required to sell the security.
+Added: Based on a review of these marketable securities, the Company concluded none of the unrealized loss is the result of a credit loss as of March 31, 2025, because the Company does not intend to sell these securities, and it is not more-likely-than-not that the Company will be required to sell these securities before the recovery of their amortized cost basis.
Long-term Investment
2 unchanged sentences
The cost of long-term investments include the purchase price, and are adjusted to fair value based on any observable changes in market value or any impairment losses.
−Removed: The Company has one long-term equity investment which is classified as a non-current asset in the condensed consolidated balance sheet, as the Company had no intent to sell or dispose of the long-term investment within one year of the balance sheet date.
+Added: The Company had one long-term equity investment which was classified as a non-current
+Added: asset in the condensed consolidated balance sheets, as the Company had no intent to sell or dispose of the long-term investment within one year of the balance sheet date.
Equity investments without a readily determinable fair value are remeasured from time to time based on observable price changes in orderly transactions for an identical or similar investment.
−Removed: Changes in fair value due to observable price changes are recorded as other income (expense) in the condensed consolidated statement of operations and comprehensive loss in the period in which they occur.
+Added: Changes in fair value due to observable price changes are recorded as other income (expense) in the condensed consolidated statements of operations and comprehensive loss in the period in which they occur.
Impairment of long-term investments is assessed periodically or whenever there are indicators of potential impairment.
1 unchanged sentence
The recoverable amount is determined based on the higher of the investment's fair value less costs to sell or its value in use.
−Removed: Any impairment losses are recognized in the condensed consolidated statement of operations and comprehensive loss as an expense in the period in which they occur.
+Added: Any impairment losses are recognized in the condensed consolidated statements of operations and comprehensive loss as an expense in the period in which they occur.
Allowance for Credit Losses
18 unchanged sentences
Operating lease expenses are recognized, and the ROU assets are amortized on a straight-line basis over the lease term.
−Removed: Sublease income, if any, is recognized on a straight-line basis over the sublease term as a reduction to the Company's operating lease cost within general and administrative expenses in our condensed consolidated statements of operations.
+Added: Sublease income, if any, is recognized on a straight-line basis over the sublease term as a reduction to the Company's operating lease cost within general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss.
The Company has elected not to separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component.
The Company has elected not to recognize leases with terms of one year or less on the condensed consolidated balance sheets.
−Removed: Deferred Offering Costs
−Removed: The Company capitalizes costs that are directly associated with equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds of the offering.
−Removed: Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss.
−Removed: The Company had capitalized deferred offering costs of $ 2.7 million as of December 31, 2023 related to the Merger.
−Removed: The Company had no capitalized deferred offering costs as of September 30, 2024.
Research and Development Expenses and Related Prepaid Assets and Accrued Liabilities
2 unchanged sentences
conducting research and development services on the Company's behalf, such as contract research organizations ("CROs") and contract manufacturing organizations ("CMOs").
−Removed: Payments made prior to the receipt of goods or services to be used in research and development are capitalized, evaluated for current or long-term classification, and included in prepaid expenses and other current assets or other assets in the balance sheets based on when the goods are received or the services are expected to be received or consumed, and recognized in research and development expenses when they are realized.
+Added: Payments made prior to the receipt of goods or services to be used in research and development are capitalized, evaluated for current or long-term classification, and included in prepaid expenses and other current assets or other assets in the condensed consolidated balance sheets based on when the goods are received or the services are expected to be received or consumed, and recognized in research and development expenses when they are incurred.
The Company is required to estimate expenses resulting from its obligations under contracts with vendors, service providers and clinical site agreements in connection with conducting clinical trials.
2 unchanged sentences
During the course of a clinical trial, the rate of expense recognition is adjusted if actual results differ from the Company’s estimates.
−Removed: Management estimates accrued expenses as of each balance sheet date in its financial statements based on the facts and circumstances known at that time.
+Added: Management estimates accrued expenses as of each balance sheet date in its condensed consolidated financial statements based on the facts and circumstances known at that time.
The clinical trial accrual is dependent in part upon the timely and accurate reporting of CROs, CMOs and other third-party vendors.
2 unchanged sentences
Preferred Stock Warrants Liability
−Removed: The Company had issued freestanding warrants to purchase shares of its Series A convertible preferred stock (Series A Convertible Preferred).
+Added: The Company issued freestanding warrants to purchase shares of its Series A convertible preferred stock ("Series A Convertible Preferred").
Prior to the Merger, the Company revalued the warrants at each balance sheet date utilizing an option pricing method that back solved the fair value of the warrants based on recent financing transactions and also considered the enterprise value of the Company when considering potential exit events.
−Removed: The warrants’ estimated fair value as of the Merger date utilized the Black-Scholes model and the following input assumptions:
−Removed: risk free interest rate ( 4.3 % - 4.4 %), expected term ( 3.6 - 4.1 years), dividend yield ( 0 %), volatility ( 103.0 % - 104.0 %) and exercise price ($ 10.64 per common share).
Changes in fair value were recognized as increases or reductions to other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.
−Removed: The fair value of these warrants was classified as a non-current liability in the condensed consolidated balance sheet since the underlying Series A Convertible Preferred stock was potentially redeemable.
+Added: The fair value of these warrants were classified as a non-current liability in the condensed consolidated balance sheet since the underlying Series A Convertible Preferred stock was potentially redeemable.
Pursuant to the Merger Agreement, the Series A Convertible preferred stock warrants became warrants to purchase shares of the Company's common stock.
−Removed: As a result of the Merger, the warrants no longer meet the requirements for liability accounting and, as such, the Company adjusted the value of the warrants to the estimated fair value as of the Merger date and reclassified them to stockholders' equity.
+Added: As a result of the Merger, the warrants no longer met the requirements for liability accounting and, as such, the Company adjusted the value of the warrants to the estimated fair value as of the Merger date and reclassified them to stockholders' equity.
Share-Based Compensation
8 unchanged sentences
A discussion of management’s methodology for developing the assumptions used in the valuation model follows:
−Removed: Fair Value of Common Stock —Prior to the Merger, there was no public market for LENZ OpCo’s common stock.
−Removed: The fair value of LENZ OpCo’s common stock was determined by the board of directors with input from management and consideration of third-party valuation reports.
−Removed: In the absence of a public trading market, and as a clinical-stage company with no significant revenues, LENZ OpCo believed that it was appropriate to consider a range of factors to determine the
−Removed: fair market value of the common stock at each grant date.
−Removed: In determining the fair value of its common stock, LENZ OpCo used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants’ ("AICPA") Audit and Accounting Practice Aid Series:
−Removed: Valuation of Privately Held Company Equity Securities Issued as Compensation .
−Removed: In addition, LENZ OpCo considered various objective and subjective factors, along with input from an independent third-party valuation firm.
−Removed: The factors included (1) the achievement of clinical and operational milestones by LENZ OpCo;
−Removed: (2) the significant risks associated with LENZ OpCo's stage of development;
−Removed: (3) capital market conditions for life science companies, particularly similarly situated, privately held, early-stage life science companies;
−Removed: (4) LENZ OpCo's available cash, financial condition, and results of operations;
−Removed: (5) the most recent sales of LENZ OpCo's convertible preferred stock;
−Removed: and (6) the preferential rights of LENZ OpCo's outstanding convertible preferred stock and Class B convertible common stock.
−Removed: Subsequent to the Merger, the Company uses the closing stock price on the grant date to determine the grant date fair value, adjusted for special dividends, if any.
+Added: Fair Value of Common Stock —The Company used the closing stock price on the grant date to determine the grant date fair value, adjusted for special dividends, if any.
Expected Dividend Yield —The expected dividend yield is based on the Company’s historical and expected dividend payouts.
The Company has historically paid no dividends, other than the special dividend paid by Graphite immediately prior to the close of the Merger, and does not anticipate dividends to be paid in the future.
−Removed: Expected Equity Volatility —Due to the lack of a public market for LENZ OpCo’s common stock and the lack of company-specific historical and implied volatility data, LENZ OpCo based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics (e.g., public entities of similar size, complexity, stage of development, and industry focus).
−Removed: The historical volatility is calculated based on a period of time commensurate with the expected term assumption.
−Removed: Subsequent to the Merger, the Company uses an average volatility for comparable publicly-traded biopharmaceutical companies over a period equal to the expected term of the stock award grant as the Company does not yet have sufficient historical trading history for its own stock.
−Removed: Risk-Free Interest Rate —The risk-free interest rate is based on a United States Treasury instrument whose term is consistent with the expected term of the stock options.
−Removed: Expected Term —The Company uses the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No.
+Added: Expected Equity Volatility —The Company used an average volatility for comparable publicly-traded biopharmaceutical companies over a period equal to the expected term of the stock award grant as the Company does not yet have sufficient historical trading history for its own stock.
+Added: Risk-Free Interest Rate —The risk-free interest rate was based on a United States Treasury instrument whose term is consistent with the expected term of the stock options.
+Added: Expected Term —The Company used the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No.
107, Share-Based Payment , to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.
+Added: Restricted Stock Units
+Added: For restricted stock units that vest subject to the satisfaction of a service requirement, the related expense was recognized on a straight-line basis over each award’s actual or implied vesting period.
+Added: The Company used the closing stock price on the grant date to determine the grant date fair value.
The Company uses the asset and liability method of accounting for income taxes.
8 unchanged sentences
Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes.
−Removed: As of September 30, 2024 and December 31, 2023, the Company had incurred no interest or penalties related to uncertain income tax benefits.
+Added: As of March 31, 2025 and December 31, 2024, the Company had incurred no interest or penalties related to uncertain income tax benefits.
The Company’s policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense.
−Removed: The Company has no accruals for interest or penalties in the balance sheets as of September 30, 2024 and December 31, 2023 and has not recognized interest or penalties in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 or 2023.
+Added: The Company has no accruals for interest or penalties in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 and has not recognized interest or penalties in the condensed consolidated statements of operations for the three months ended March 31, 2025 or 2024.
Net Loss Per Share
−Removed: Basic net loss per share is calculated by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents.
+Added: Basic net loss per share was calculated by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents.
+Added: Stock options, common stock warrants, and 2024 Employee Stock Purchase Plan ("ESPP") shares to be purchased were considered potentially dilutive to common stock.
Prior to the Merger, the convertible preferred stock and Class B convertible common stock were not participating securities, because they did not participate in losses.
Stock options, preferred stock warrants, Class A warrants, Class B convertible common stock, and convertible preferred stock were considered potentially dilutive common stock.
−Removed: The Company computes diluted net loss per share attributable to common stockholders after giving consideration to all potentially dilutive common stock outstanding during the period, determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive.
+Added: The Company computed diluted net loss per share attributable to common stockholders after giving consideration to all potentially dilutive common stock outstanding during the period, determined using the treasury-stock and if-converted methods, except where the effect of including such securities was antidilutive.
Prior to the Merger, the Company made adjustments to diluted net loss attributed to common stockholders to reflect the reversal of gains on the change in the value of preferred stock warrants liability, assuming conversion of warrants to acquire convertible preferred stock at the beginning of the period or at time of issuance, if later, to the extent that those preferred stock warrants are dilutive.
Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented.
−Removed: For the nine months ended September 30, 2024, net loss per share included the weighted-average shares outstanding as a result of the Merger, and shares issued in conjunction with both the March 2024 PIPE Financing (as defined in Note 3) and the July 2024 PIPE Financing (as defined in Note 7).
+Added: Net loss per share included the weighted-average shares outstanding as a result of the Merger and shares issued in conjunction with the March 2024 PIPE Financing (as defined in Note 3).
Other Comprehensive Income (Loss)
5 unchanged sentences
The CODM views the Company’s operations and manages its business as one operating segment operating exclusively in the United States.
−Removed: The Company’s singular focus is on developing innovative ophthalmic pharmaceutical products, and has generated limited revenue since inception.
−Removed: Recent Accounting Pronouncements
+Added: The Company’s singular focus is on the development and commercialization of innovative therapies to improve vision, and has generated limited revenue since inception.
+Added: The CODM utilizes consolidated net loss to monitor budgeted versus actual results, and to assess the overall financial performance and operational efficiency of the business.
+Added: The CODM manages and allocates resources to the operations of the Company on an entity-wide basis using net loss as the primary performance measure.
+Added: Asset information provided to the CODM is consistent with those reported on the condensed consolidated balance sheets and are attributable to the United States.
+Added: The table below shows a reconciliation of the Company's net loss, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S.
+Added: GAAP, to the Company's total consolidated net loss in the condensed consolidated statements of operations:
+Added: Three Months Ended March 31,
+Added: Operating expenses:
+Added: Research and development expenses (1)
+Added: $ 5,165 $ 10,343
+Added: Selling, general, and administrative expenses (1)
+Added: Share-based compensation expense 2,555 947
+Added: Total operating expenses 16,931 16,088
+Added: Loss from operations ( 16,931 ) ( 16,088 )
+Added: Other income:
+Added: Other income ( 11 ) ( 1,348 )
+Added: Interest income 2,323 788
+Added: Net loss $ ( 14,619 ) $ ( 16,648 )
+Added: __________________
+Added: (1) Amounts exclude share-based compensation expense.
+Added: Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
4 unchanged sentences
The Company has not yet completed its assessment of the impact of ASU 2023-09 on the Company’s financial statements.
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , to improve existing disclosure requirements for segment reporting, primarily through enhanced disclosures about significant segment expenses and new disclosures requirements applicable to entities with a single reportable segment.
−Removed: This guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, on a retrospective basis.
−Removed: The Company expects to adopt this guidance for the annual period ending December 31, 2024 and has not yet determined the impact the adoption of this guidance will have on the Company's financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses , which requires additional disclosure about specific expense categories included in the income statement.
+Added: This guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.
+Added: The Company has not yet completed its assessment of the impact of ASU 2024-03 on the Company’s financial statements.
Merger and Related Transactions
4 unchanged sentences
former LENZ OpCo stockholders owned a substantial majority of the voting rights of the combined company;
−Removed: designated a majority ( five of seven ) of the initial members of the board of directors of the combined company;
+Added: LENZ OpCo designated a majority ( five of seven ) of the initial members of the board of directors of the combined company;
and no members of Graphite's senior management held key positions in senior management of the combined company.
2 unchanged sentences
Under reverse recapitalization accounting, the assets and liabilities of Graphite were recorded at their fair value, which approximated book value due to their short-term nature.
−Removed: The Company's condensed consolidated financial statements reflect the issuance of 8,670,653 shares and options to the former stockholders and option holders of Graphite.
+Added: The Company's condensed consolidated financial statements reflect 8,670,653 shares and options held by the former stockholders and option holders of Graphite.
Graphite assumed each outstanding and unexercised option to purchase LENZ OpCo’s common stock, whether vested or not vested, and assumed each outstanding and unexercised warrant to purchase LENZ OpCo’s common stock or preferred stock, which became options and warrants to purchase shares of Graphite common stock.
5 unchanged sentences
LENZ OpCo also incurred transaction costs of approximately $ 5.2 million, which was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated statements of convertible preferred and common stock and stockholders' equity.
−Removed: The Company also recorded a one-time charge of $ 0.3 million for the acceleration of the Graphite stock awards that is recorded in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024.
+Added: The Company also recorded a one-time charge of $ 0.3 million for the acceleration of the Graphite stock awards that is recorded in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024.
Financial Instruments
9 unchanged sentences
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument.
−Removed: The carrying amounts of the Company’s financial instruments, including cash equivalents classified within the Level 1 designation, prepaid and other current assets, accounts payable, and accrued liabilities approximate fair value due to their short maturities.
+Added: amounts of the Company’s financial instruments, including cash equivalents classified within the Level 1 designation, prepaid and other current assets, accounts payable, and accrued liabilities approximate fair value due to their short maturities.
Cash equivalents, marketable securities, and the preferred stock warrants liability are recorded at fair value on a recurring basis.
4 unchanged sentences
Total Level 1 Level 2 Level 3
−Removed: At September 30, 2024:
+Added: At March 31, 2025:
Cash equivalents
Money market funds $ 21,973 $ 21,973 $ — $ —
−Removed: treasury securities 2,991 2,991 — $ —
−Removed: government securities 1,997 — 1,997 $ —
Corporate debt securities 647 — 647 $ —
2 unchanged sentences
Commercial paper $ 51,933 $ — $ 51,933 $ —
−Removed: government agency securities 43,490 — 43,490 —
treasury securities 48,851 48,851 — —
Corporate debt securities 44,928 — 44,928 —
−Removed: Yankee debt securities 695 — 695 —
+Added: government agency securities 25,222 — 25,222 —
Total marketable securities measured at fair value $ 170,934 $ 48,851 $ 122,083 $ —
2 unchanged sentences
Money market funds $ 17,693 $ 17,693 $ — $ —
+Added: government securities 999 — 999 —
+Added: treasury securities 997 997 — —
Total cash equivalents measured at fair value $ 19,689 $ 18,690 $ 999 $ —
1 unchanged sentence
Commercial paper $ 58,823 $ — $ 58,823 $ —
−Removed: government agency securities 9,925 — 9,925 —
treasury securities 46,309 46,309 — —
+Added: Corporate debt securities 43,669 — 43,669 —
+Added: government agency securities 40,071 — 40,071 —
Total marketable securities measured at fair value $ 188,872 $ 46,309 $ 142,563 $ —
−Removed: Convertible preferred stock warrants $ 871 $ — $ — $ 871
−Removed: Total liabilities measured at fair value $ 871 $ — $ — $ 871
The following table presents the amortized cost and estimated fair market value of our cash equivalents and marketable securities as of the dates presented (in thousands):
−Removed: September 30, 2024
+Added: March 31, 2025
Amortized Cost Gross
2 unchanged sentences
Money market funds $ 21,973 $ — $ — $ 21,973
−Removed: treasury securities 2,990 1 — 2,991
−Removed: government securities 1,997 — — 1,997
Corporate debt securities 646 1 — 647
2 unchanged sentences
treasury securities 48,785 66 — 48,851
−Removed: government agency securities 43,366 125 ( 1 ) 43,490
Corporate debt securities 44,898 33 ( 3 ) 44,928
−Removed: Yankee debt securities 694 1 — 695
+Added: government agency securities 25,203 21 ( 2 ) 25,222
Totals $ 193,431 $ 145 $ ( 22 ) $ 193,554
2 unchanged sentences
Losses Estimated Fair
+Added: Cash equivalents:
+Added: Money market funds $ 17,693 $ — $ — $ 17,693
+Added: government securities 999 — — 999
+Added: treasury securities 997 — — 997
Marketable securities:
Commercial paper $ 58,798 $ 56 $ ( 31 ) $ 58,823
−Removed: government agency securities 9,927 1 ( 3 ) 9,925
treasury securities 46,231 80 ( 2 ) 46,309
+Added: Corporate debt securities 43,634 49 ( 14 ) 43,669
+Added: government agency securities 40,013 60 ( 2 ) 40,071
Totals $ 208,365 $ 245 $ ( 49 ) $ 208,561
−Removed: The following table presents available-for-sale securities by contractual maturity date as of September 30, 2024 (in thousands):
−Removed: September 30, 2024
+Added: The following table presents available-for-sale securities by contractual maturity date as of March 31, 2025 (in thousands):
+Added: March 31, 2025
Amortized Cost Estimated Fair Value
2 unchanged sentences
Total $ 170,812 $ 170,934
−Removed: As of September 30, 2024, eight of the Company's marketable securities with a fair market value of $ 11.7 million were in an immaterial aggregate gross unrealized loss position;
−Removed: these eight marketable securities have all been in a gross unrealized loss position for less than one year.
−Removed: When evaluating an investment for impairment, management reviews factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, intent to sell or the likelihood that the Company would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made.
−Removed: Based on a review of these marketable securities, the Company believes none of the unrealized loss is the result of a credit loss as of September 30, 2024, because the Company does not intend to sell these securities, and it is not more-likely-than-not that the Company will be required to sell these securities before the recovery of their amortized cost basis.
−Removed: The Company did not transfer any assets measured at fair value on a recurring basis between levels during the nine months ended September 30, 2024 and 2023.
−Removed: The following table presents activity for the preferred stock warrants liability during the nine months ended September 30, 2024 (in thousands):
+Added: As of March 31, 2025, twenty-four of the Company's marketable securities with a fair market value of $ 30.5 million were in an immaterial aggregate gross unrealized loss position;
+Added: these twenty-four marketable securities have all been in a gross unrealized loss position for less than one year.
+Added: Based on a review of these marketable securities, the Company believes none of the unrealized loss is the result of a credit loss as of March 31, 2025, because the Company does not intend to sell these securities, and it is not more-likely-than-not that the Company will be required to sell these securities before the recovery of their amortized cost basis.
+Added: Refer to Note 2 for further discussion on the Company's evaluation of unrealized losses on available-for-sale securities.
+Added: Accrued interest receivable on marketable securities was $ 1.1 million at both March 31, 2025 and December 31, 2024, and was recorded within prepaid expenses and other current assets in the condensed consolidated balance sheets.
+Added: We have not written off any accrued interest receivables for the three months ended March 31, 2025 and 2024.
+Added: The Company did not transfer any assets measured at fair value on a recurring basis between levels during the three months ended March 31, 2025 and 2024.
+Added: The following table presents activity for the preferred stock warrants liability during the three months ended March 31, 2024 (in thousands):
Preferred Stock Warrants Liability
2 unchanged sentences
Conversion of preferred stock warrants liability to equity ( 1,918 )
−Removed: Balance at September 30, 2024 $ —
−Removed: No fair value liabilities exist as of September 30, 2024.
+Added: Balance at March 31, 2024 $ —
+Added: The warrants’ estimated fair value as of the Merger date utilized the Black-Scholes model and the following input assumptions:
+Added: risk free interest rate ( 4.3 % - 4.4 %), expected term ( 3.6 - 4.1 years), dividend yield ( 0.0 %), volatility ( 103.0 % - 104.0 %) and exercise price ($ 10.64 per common share).
+Added: No fair value liabilities exist as of March 31, 2025.
Upon completion of the Merger, the preferred stock warrants became exercisable into shares of common stock and will no longer continue to be remeasured at each reporting date.
4 unchanged sentences
The Company identified the Seed Financing as an observable price change under the measurement alternative, and adjusted the equity investment from zero to an estimated fair value of $ 1.3 million at the time of the Seed Financing.
−Removed: There were no adjustments to the carrying value of the Company's investment without a readily determinable fair value during the three months ended September 30, 2024, and there were no downward adjustments to the carrying value of the Company's investment without a readily determinable fair value on both a cumulative basis or for the three and nine months ended September 30, 2024.
+Added: There were no adjustments to the carrying value of the Company's investment without a readily determinable fair value during the three months ended March 31, 2025 and 2024, and there were no downward adjustments to the carrying value of the Company's investment without a readily determinable fair value on both a cumulative basis or for the three months ended March 31, 2025 and 2024.
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
−Removed: September 30, 2024 December 31,
−Removed: Accrued payroll and related $ 2,190 $ 1,998
−Removed: Sales, general, and administrative accrued expense 1,146 376
−Removed: Research and development accrued expense 982 10,289
+Added: March 31, 2025 December 31,
+Added: Sales, general, and administrative accrued expenses $ 1,920 $ 1,109
+Added: Accrued payroll and related expenses 1,653 3,564
+Added: Research and development accrued expenses 582 808
Operating lease liability, current portion 509 567
5 unchanged sentences
In April 2024, the Company entered into a lease agreement for office space in Solana Beach, California (the "Lomas lease").
−Removed: As of September 30, 2024, the weighted average remaining lease term was 2.8 years, and the weighted average discount rate used to determine the right-of-use assets and corresponding operating lease liabilities was 7.7 %.
+Added: As of March 31, 2025, the weighted average remaining lease term was 2.3 years, and the weighted average discount rate used to determine the right-of-use assets and corresponding operating lease liabilities was 7.7 %.
Cash paid for operating leases approximated rent expense for the periods presented.
−Removed: Maturities of the operating lease liabilities as of September 30, 2024 for the Del Mar and Lomas leases are as follows (in thousands):
+Added: Maturities of the Company's operating lease liabilities as of March 31, 2025 are as follows (in thousands):
Total undiscounted lease payments 1,299
1 unchanged sentence
Operating lease liabilities $ 1,182
+Added: Rent expense for the three months ended March 31, 2025 and 2024 was $ 0.1 million and immaterial, respectively.
Legal Proceedings
−Removed: From time to time, the Company may be subject to various litigation and related matters arising in the ordinary course of business.
−Removed: The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated.
−Removed: Significant judgment is required to determine both probability and the estimated amount.
−Removed: In connection with the Merger, one complaint was filed in the United States District Court for the Northern District of California captioned Glen Chew v.
−Removed: Graphite Bio, Inc.
−Removed: et al., Case No.
−Removed: 3:24-cv-00613 (filed February 1, 2024) (the “Chew Complaint”) and one complaint was filed in the United States District Court for the District of Delaware captioned Kevin Turner v.
−Removed: Graphite Bio, Inc.
−Removed: et al., Case No.
−Removed: 1:24-cv-00241-UNA (filed February 22, 2024) (the “Turner Complaint” and collectively, the “Complaints”).
−Removed: The Complaints generally alleged that the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in Graphite’s Registration Statement on Form S-4 (File No.
−Removed: 333-275919), filed with the Securities and Exchange Commission (the “SEC”), misrepresents and/or omits certain purportedly material information relating to the Company's financial projections, the analyses performed by the financial advisor to Graphite’s Board of Directors in connection with the Merger, potential conflicts of interest of the financial advisor to Graphite’s Board of Directors, potential conflicts of interest of Graphite’s officers, and Graphite’s liquidation analysis.
−Removed: The Complaints asserted violations of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder against all defendants (Graphite, its Board of Directors and certain officers) and violations of Section 20(a) of the Exchange Act against Graphite’s directors and officers.
−Removed: The Complaints sought orders rescinding the Merger or awarding rescissory damages, as well as costs, including attorneys’ and experts’ fees.
−Removed: On March 22, 2024, the Chew Complaint was voluntarily dismissed and on April 17, 2024, the Turner Complaint was voluntarily dismissed.
−Removed: Graphite also received twelve demand letters by purported Graphite stockholders from December 14, 2023 to March 20, 2024 seeking additional disclosures in the Proxy Statement/Prospectus (the “Demands”).
−Removed: The Company cannot predict the outcome of any litigation or the Demands.
−Removed: The Company and the individual defendants intend to vigorously defend against the Demands and any subsequently filed similar actions.
−Removed: It is possible additional lawsuits may be filed or additional demand letters may be received arising out of the Merger.
+Added: From time to time, the Company may be subject to legal proceedings and claims arising in the ordinary course of business.
+Added: The Company is not currently a party to or aware of any proceedings that it believes will have, individually or in the aggregate, a material adverse effect on it's business, financial condition or results of operations.
Indemnifications
1 unchanged sentence
Its exposure under these agreements is unknown because it involves claims that may be made against the Company in the future.
−Removed: To the extent permitted under Delaware law, the Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at a request in such capacity.
+Added: To the extent permitted under Delaware law, the Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at a request in such
To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.
−Removed: As of September 30, 2024 and December 31, 2023, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.
+Added: As of March 31, 2025 and December 31, 2024, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.
Stockholders' Equity
Convertible Preferred Stock
−Removed: Immediately prior to the closing of the Merger and as of December 31, 2023, LENZ OpCo had authorized 53,761,506 shares of preferred stock with a par value of $ 0.001 .
−Removed: Immediately prior to the closing of the Merger and as of December 31, 2023, there were 21,977,282 shares of Series A, 2,950,548 shares of Series A-1, and 28,019,181 shares of Series B Convertible Preferred Stock (Series B) issued and outstanding.
−Removed: Immediately prior to the closing of the Merger and as of December 31, 2023, the total liquidation preference of issued and outstanding Series A, Series A-1, and Series B was $ 47.3 million, $ 10.0 million, and $ 83.5 million, or $ 2.15 per share, $ 3.3892 per share, and $ 2.9801 per share, respectively.
+Added: Immediately prior to the closing of the Merger, LENZ OpCo had authorized 53,761,506 shares of preferred stock with a par value of $ 0.001 , and there were 21,977,282 shares of Series A Convertible Preferred, 2,950,548 shares of Series A-1 convertible preferred stock ("Series A-1 Convertible Preferred"), and 28,019,181 shares of Series B convertible preferred stock ("Series B Convertible Preferred") issued and outstanding.
+Added: Immediately prior to the closing of the Merger, the total liquidation preference of issued and outstanding Series A Convertible Preferred, Series A-1 Convertible Preferred, and Series B Convertible Preferred was $ 47.3 million, $ 10.0 million, and $ 83.5 million, or $ 2.15 per share, $ 3.3892 per share, and $ 2.9801 per share, respectively.
At the closing of the Merger, the 52,947,011 shares of LENZ OpCo preferred stock were exchanged for 10,705,829 shares of Graphite’s common stock.
−Removed: As of December 31, 2023, LENZ OpCo had authorized two series of common stock, designated Class A common stock and Class B convertible common stock.
−Removed: Immediately prior to the closing of the Merger and as of December 31, 2023, there were 11,838,624 and 9,915,013 shares of Class A common stock issued, respectively, and 11,668,867 and 9,739,818 shares of Class A common stock outstanding, respectively.
−Removed: Immediately prior to the closing of the Merger and as of December 31, 2023, there were 2,744,184 shares of Class B convertible common stock issued and outstanding.
+Added: Prior to the closing of the Merger, LENZ OpCo had authorized two series of common stock, designated Class A common stock and Class B convertible common stock, and there were 11,838,624 and 9,915,013 shares of Class A common stock issued, respectively, and 11,668,867 and 9,739,818 shares of Class A common stock outstanding, respectively.
+Added: Immediately prior to the closing of the Merger, there were 2,744,184 shares of Class B convertible common stock issued and outstanding.
At the closing of the Merger, 11,838,624 and 11,668,867 issued and outstanding shares of Class A common stock, respectively, were exchanged for 2,393,729 and 2,359,408 shares of issued and outstanding shares of Graphite's common stock, respectively.
2 unchanged sentences
Concurrent with the closing of the Merger on March 21, 2024, the Company completed the March 2024 PIPE Financing of 3,559,565 shares for an aggregate purchase price of $ 53.5 million.
−Removed: On July 14, 2024, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) for a private placement with Ridgeback Capital Investments, L.P.
−Removed: (“July 2024 PIPE Financing”).
−Removed: Pursuant to the Purchase Agreement, the Company agreed to sell 1,578,947 shares of the Company’s common stock, par value 0.00001 per share, at a purchase price of $ 19.00 per share.
−Removed: The gross proceeds of the July 2024 PIPE Financing were $ 30.0 million.
−Removed: The July 2024 PIPE Financing closed on July 17, 2024.
+Added: On April 4, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) under which we may offer and sell up to $ 150,000,000 of shares of our common stock from time to time through an “at the market” offering program under which TD Cowen will act as sales agent.
+Added: Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar amount of shares that may be sold in any one trading day and any minimum price below which sales may not be made.
+Added: Subject to the terms and conditions of the Sales Agreement, TD Cowen may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
+Added: We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement.
+Added: The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3, including the prospectus supplement contained therein, which was declared effective by the SEC on April 14, 2025.
+Added: In April 2025, the Company sold an aggregate of 600,500 shares of common stock under the Sales Agreement resulting in gross proceeds of $ 16.5 million.
+Added: After deducting commissions and expenses of $ 0.2 million, net proceeds to the Company were $ 16.3 million.
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.
−Removed: Other than the special dividend paid by Graphite immediately prior to the close of the Merger, no dividends have been declared or paid by the Company through September 30, 2024, and any such dividends are not cumulative.
+Added: Other than the special dividend paid by Graphite immediately prior to the close of the Merger, no dividends have been declared or paid by the Company through March 31, 2025, and any such dividends are not cumulative.
Common stock reserved for future issuance consist of the following:
−Removed: September 30, 2024
−Removed: Common stock warrants 164,676
+Added: March 31, 2025
Common stock options granted and outstanding 3,716,173
Shares available for issuance under incentive plans 2,153,080
−Removed: Shares available under the 2024 Employee Stock Purchase Plan 250,995
−Removed: LENZ OpCo had issued warrants to acquire Class A common stock and Series A convertible preferred stock.
+Added: Shares available for issuance under the ESPP 526,309
+Added: Warrants to purchase common stock 164,676
+Added: Restricted stock units granted and outstanding 29,740
+Added: LENZ OpCo issued warrants to acquire Class A common stock and Series A Convertible Preferred stock.
The warrants to purchase 470,000 shares of Class A common stock had an exercise price of $ 0.21 per share and were issued in December 2020 with an expiration date in February 2024.
1 unchanged sentence
These shares were subsequently exchanged for 95,034 shares of common stock at the closing of the Merger.
−Removed: The Series A preferred stock warrants had an exercise price of $ 2.15 per share and were issued in October 2020 with an expiration date in October 2027.
−Removed: There were no exercises of the Series A preferred stock warrants for any of the periods presented.
+Added: The Series A Convertible Preferred stock warrants had an exercise price of $ 2.15 per share and were issued in October 2020 with an expiration date in October 2027.
+Added: There were no exercises of the Series A Convertible Preferred stock warrants for any of the periods presented.
In connection with the Merger, the Series A preferred stock warrants were converted to 164,676 common stock warrants of the Company at an exercise price of $ 10.64 , and were subsequently reclassified to stockholders’ equity at their fair value of $ 1.9 million.
1 unchanged sentence
Share-based compensation expense was as follows (in thousands):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2024 2023 2024 2023
+Added: Three Months Ended March 31,
Selling, general and administrative $ 1,902 $ 753
5 unchanged sentences
The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect:
−Removed: As of September 30,
−Removed: Convertible preferred stock — 10,705,829
−Removed: Class B convertible common stock — 554,843
−Removed: Preferred stock warrants — 164,676
Common stock options granted and outstanding 3,716,173 3,265,986
Warrants to purchase common stock 164,676 164,676
+Added: Restricted stock units granted and outstanding 29,740 —
+Added: ESPP shares to be purchased 6,194 —
Total 3,916,783 3,430,662
1 unchanged sentence
In April 2022, the Company entered into a license and collaboration agreement providing an exclusive license (the "CORXEL License," formerly referred to as the "Ji Xing License") to certain of the Company’s intellectual property ("IP") for use in the treatment of presbyopia in humans in mainland China, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan (collectively, “Greater China”).
−Removed: The Company also agreed to negotiate a separate agreement for the purchase of clinical and commercial supply of products containing the IP for clinical and commercial requirements at cost plus a negotiated percentage and granted a right of first negotiation to obtain a regional license on other products the Company might develop outside the field of presbyopia for commercialization in Greater China.
+Added: The Company also agreed to a separate agreement for the purchase of clinical and commercial supply of products containing the IP for clinical and commercial requirements at cost plus a negotiated percentage and granted a right of first negotiation to obtain a regional license on other products the Company might develop outside the field of presbyopia for commercialization in Greater China.
The Company received nonrefundable, non-creditable upfront payments totaling $ 15.0 million as initial consideration under the CORXEL License, which represents the transaction price at inception.
−Removed: In addition, the Company is also eligible to receive up to $ 95.0 million of regulatory and sales milestones, as well as tiered mid single-digit to low double-digit royalties on net sales in Greater China.
+Added: In addition, the Company is also eligible
+Added: to receive up to $ 95.0 million of regulatory and sales milestones, as well as tiered mid single-digit to low double-digit royalties on net sales in Greater China.
Additional consideration to be paid to the Company upon reaching regulatory and sales milestones is excluded from the transaction price.
4 unchanged sentences
The $ 15.0 million transaction price allocated to that single performance obligation was recognized on completion of the transfer of the CORXEL License during the year ended December 31, 2022.
−Removed: No contractual milestones were met under the CORXEL License during the nine months ended September 30, 2024 or 2023.
+Added: No contractual milestones were met under the CORXEL License during the three months ended March 31, 2025 or 2024.
Related Party Transactions
−Removed: In March 2023, LENZ OpCo issued 22,146,905 shares of its Series B preferred stock for total cash proceeds of $ 66.0 million to investors, including to significant shareholders that had designated members on LENZ OpCo’s board of directors.
Through the Subscription Agreement and March 2024 PIPE Financing executed in conjunction with the Merger, the Company issued 3,343,330 shares to investors that had designated members on the Company's board of directors.
A member of the Company’s board of directors currently serves as a member of the board of directors of one of the Company’s vendors, and has served in that capacity since 2023.
−Removed: LENZ OpCo entered into a Master Services Agreement
−Removed: with this vendor in September 2023 to provide manufacturing services.
+Added: LENZ OpCo entered into a Master Services Agreement with this vendor in September 2023 to provide manufacturing services.
Accordingly, the Company considers the vendor to be a related party.
−Removed: For the three and nine months ended September 30, 2024, fees incurred for services performed by the vendor were $ 0.2 million and $ 0.4 million, and were charged to research and development expenses.
−Removed: The Company had no amounts due to the vendor within accounts payable as of September 30, 2024.
+Added: For the three months ended March 31, 2025 and 2024, fees incurred for services performed by the vendor were $ 0.3 million and $ 0.1 million, and were charged to research and development expenses.
+Added: The Company had no amounts and $ 0.1 million due to the vendor within accounts payable as of March 31, 2025 and December 31, 2024, respectively.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.