What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-05-07 · 164 added, 70 removed, 486 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except for shares and par value)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

19 unchanged sentences

300,000,000 shares authorized;

27,543,120 and 27,531,490 shares issued at March 31, 2025 and December 31, 2024, respectively;

and 27,535,663 and 27,518,439 shares outstanding at March 31, 2025 and December 31, 2024, respectively

28,501,715 and 27,531,490 shares issued at June 30, 2025 and December 31, 2024, respectively;

and 28,500,122 and 27,518,439 shares outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 380,871 348,901

7 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

License revenue $ 5,000 $ — $ 5,000 $ —

Total revenue 5,000 — 5,000 —

Operating expenses:

3 unchanged sentences

Loss from operations ( 16,857 ) ( 14,352 ) ( 33,788 ) ( 30,440 )

Other income (expense):

Other expense ( 11 ) ( 1,348 )

Other income:

Other income 199 1,635 188 287

Interest income 2,246 2,463 4,569 3,251

Total other income (expense), net 2,312 ( 560 )

Total other income, net 2,445 4,098 4,757 3,538

Net loss before income taxes ( 14,412 ) ( 10,254 ) ( 29,031 ) ( 26,902 )

Income tax expense 500 — 500 —

Net loss $ ( 14,912 ) $ ( 10,254 ) $ ( 29,531 ) $ ( 26,902 )

8 unchanged sentences

LENZ THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS’ EQUITY

(in thousands, except share data)

Stockholders' Equity (Deficit)

Stockholders' Equity

Common Stock Additional

11 unchanged sentences

Balance as of March 31, 2025 27,535,663 $ 1 $ 351,519 $ ( 159,633 ) $ 123 $ 192,010

Exercise of stock options 29,003 — 196 — — 196

Unrealized loss on marketable securities — — — — ( 85 ) ( 85 )

Vesting of early exercised stock options 5,593 — 19 — — 19

Share-based compensation — — 2,845 — — 2,845

Issuance of common stock through at-the-market offerings, net of issuance costs 920,500 — 26,067 — — 26,067

Exercise of stock warrant 271 — — — — —

Issuance of common stock under employee stock purchase plan 9,092 — 225 — — 225

Net loss — — — ( 14,912 ) — ( 14,912 )

Balance as of June 30, 2025 28,500,122 $ 1 $ 380,871 $ ( 174,545 ) $ 38 $ 206,365

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

LENZ THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS’ EQUITY

(in thousands, except share data)

24 unchanged sentences

Balance as of March 31, 2024 — $ — — $ — — $ — — $ — 25,500,130 $ — $ 310,061 $ ( 111,893 ) $ ( 1 ) $ 198,167

Adjustments to reverse recapitalization accounting and issuance of common stock from private placement — — — — — — — — — — 31 — — 31

Exercise of stock options — — — — — — — — 338,260 — 3,413 — — 3,413

Unrealized loss on marketable securities — — — — — — — — — — — — ( 61 ) ( 61 )

Vesting of early exercised stock options — — — — — — — — 7,281 — 28 — — 28

Share-based compensation — — — — — — — — — — 1,597 — — 1,597

Net loss — — — — — — — — — — — ( 10,254 ) — ( 10,254 )

Balance as of June 30, 2024 — $ — — $ — — $ — — $ — 25,845,671 $ — $ 315,130 $ ( 122,147 ) $ ( 62 ) $ 192,921

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

10 unchanged sentences

Accrued liabilities 1,487 ( 9,479 )

Other assets ( 204 ) ( 1,377 )

Net cash used in operating activities ( 27,557 ) ( 39,732 )

3 unchanged sentences

Purchases of property and equipment ( 350 ) ( 133 )

Net cash provided by investing activities 18,889 18,000

Net cash provided by (used in) investing activities 18,475 ( 80,390 )

Cash flows from financing activities

Proceeds from issuance of common stock, net of issuance costs — 53,387

Proceeds from issuance of common stock through at-the-market offerings, net of issuance costs 26,067 —

Proceeds from exercises of stock options 240 3,843

Proceeds from issuance of common stock under employee stock purchase plan 225 —

Cash, cash equivalents, and restricted cash acquired in connection with the Merger — 117,824

Proceeds from issuance of common stock, net of issuance costs — 49,824

Merger transaction costs — ( 2,360 )

Proceeds from exercises of stock options 44 430

Net cash provided by financing activities 26,532 169,131

8 unchanged sentences

Accounts payable and accrued liabilities assumed in the Merger $ — $ 2,950

Common stock issuance costs included in accounts payable and accrued expenses $ — $ 3,547

Merger transaction costs included in accounts payable and accrued expenses $ — $ 42

Right-of-use assets assumed in the Merger in exchange for operating lease liabilities $ — $ 218

Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 1,218

Property and equipment included in accounts payable $ 225 $ —

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

13 unchanged sentences

See discussions of the transactions in connection with the Merger in Note 3 .

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.

As of June 30, 2025, the Company has devoted substantially all of its efforts to product development and pre-commercial activities 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.

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 has experienced net losses since its inception and, as of June 30, 2025, had an accumulated deficit of $ 174.5 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.

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.

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.

As of June 30, 2025, the Company had cash, cash equivalents, and marketable securities of $ 209.6 million, which is available to fund future operations.

The Company believes that its existing cash, cash equivalents, and marketable securities as of June 30, 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

7 unchanged sentences

All intercompany accounts and transactions have been eliminated in consolidation.

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.

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.

The condensed consolidated financial statements as of and for the six months ended June 30, 2024 include Graphite’s activity from March 21, 2024 through June 30, 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 .

10 unchanged sentences

The Company deposits its cash primarily in traditional checking and savings accounts and money market funds with a financial institution.

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.

The terms of the letter of credit require the security deposit to remain restricted for ninety days following expiration of the lease.

Restricted cash of $ 0.1 million as of June 30, 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.

The security deposit was released and became unrestricted in July 2025.

Marketable Securities

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.

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.

As of June 30, 2025, the Company had no intent to sell any marketable securities prior to maturity.

Any premium or discount arising at purchase is amortized and/or accreted to interest income as an adjustment to yield over the life of the instrument.

7 unchanged sentences

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.

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.

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 June 30, 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

1 unchanged sentence

The cost method is applied when there is no active market for the investment, thus the fair value cannot be reliably determined.

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.

The Company had one long-term equity investment which was classified as a non-current

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.

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.

The Company had one long-term equity investment which was classified as a non-current 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.

77 unchanged sentences

Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes.

As of March 31, 2025 and December 31, 2024, the Company had incurred no interest or penalties related to uncertain income tax benefits.

As of June 30, 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.

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.

The Company has no accruals for interest or penalties in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 and has not recognized interest or penalties in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 or 2024.

Revenue Recognition

The Company evaluates its revenue agreements in accordance with FASB ASC 606, Revenue from Contracts with Customers (ASC 606).

ASC 606 requires a five-stage approach, including (i) identification of the contract;

(ii) identification of performance obligations;

(iii) determination of the transaction price;

(iv) allocation of the transaction price;

and (v) recognition of revenue.

Our revenues have consisted of upfront payments for licenses and milestone payments.

License Agreements

We enter into license arrangements with partners that typically include payment to us of one of more of the following:

(i) license fees;

(ii) payments related to the achievement of developmental, regulatory, or commercial milestones;

and (iii) royalties on net sales of licensed products.

As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation(s).

The stand-alone selling price may include items such as forecasted revenues, development timelines, discount rates, and probabilities of technical and regulatory success.

We evaluate each

performance obligation to determine if it can be satisfied at a point in time, or over time.

In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price.

If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

For licenses that are bundled with other performance obligations, we use judgment to assess the nature of the combined performance obligation to determine whether it is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

Milestone Payments

At the inception of each arrangement that includes milestone payments (variable consideration), we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price.

If it is probable that a milestone event would occur at the inception of an arrangement, the associated milestone value is included in the transaction price.

Milestone payments that are contingent upon the achievement of events that are uncertain or not controllable, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received, and therefore not included in the transaction price.

The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied.

At the end of each reporting period, we evaluate the probability of achievement of such milestones and any related constraint(s), and if necessary, may adjust our estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis, which could affect license or other revenues and earnings in the period of adjustment.

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

To date, we have not recognized any royalty revenue resulting from any of our license agreements.

Net Loss Per Share

20 unchanged sentences

GAAP, to the Company's total consolidated net loss in the condensed consolidated statements of operations:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

License revenue $ 5,000 $ — $ 5,000 $ —

Total revenue 5,000 — 5,000 —

Operating expenses:

2 unchanged sentences

Selling, general, and administrative expenses (1)

10,678 6,172 19,889 10,970

Share-based compensation expense 2,845 1,597 5,400 2,544

1 unchanged sentence

Loss from operations ( 16,857 ) ( 14,352 ) ( 33,788 ) ( 30,440 )

Other income:

Other income ( 11 ) ( 1,348 )

Other income (expense):

Other income (expense) 199 1,635 188 287

Interest income 2,246 2,463 4,569 3,251

Net loss before income taxes ( 14,412 ) ( 10,254 ) ( 29,031 ) ( 26,902 )

Income tax expense 500 — 500 —

Net loss $ ( 14,912 ) $ ( 10,254 ) $ ( 29,531 ) $ ( 26,902 )

31 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.

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

16 unchanged sentences

Total Level 1 Level 2 Level 3

At March 31, 2025:

At June 30, 2025:

Cash equivalents

3 unchanged sentences

Marketable securities

Commercial paper $ 51,933 $ — $ 51,933 $ —

treasury securities $ 51,902 $ 51,902 $ — $ —

Commercial paper 50,548 — 50,548 —

Corporate debt securities 49,005 — 49,005 —

government agency securities 18,444 — 18,444 —

Asset-backed securities 2,012 — 2,012 —

Total marketable securities measured at fair value $ 171,911 $ 51,902 $ 120,009 $ —

12 unchanged sentences

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):

March 31, 2025

June 30, 2025

Amortized Cost Gross

4 unchanged sentences

Marketable securities:

Commercial paper $ 51,926 $ 24 $ ( 17 ) $ 51,933

treasury securities $ 51,865 $ 42 $ ( 5 ) $ 51,902

Commercial paper 50,563 5 ( 20 ) 50,548

Corporate debt securities 48,992 17 ( 4 ) 49,005

government agency securities 18,440 8 ( 4 ) 18,444

Asset-backed securities 2,013 — ( 1 ) 2,012

Totals $ 209,032 $ 72 $ ( 34 ) $ 209,070

12 unchanged sentences

Totals $ 208,365 $ 245 $ ( 49 ) $ 208,561

The following table presents available-for-sale securities by contractual maturity date as of March 31, 2025 (in thousands):

March 31, 2025

The following table presents available-for-sale securities by contractual maturity date as of June 30, 2025 (in thousands):

June 30, 2025

Amortized Cost Estimated Fair Value

2 unchanged sentences

Total $ 171,873 $ 171,911

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;

these twenty-four marketable securities have all been in a gross unrealized loss position for less than one year.

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.

As of June 30, 2025, fifty-one of the Company's marketable securities with a fair market value of $ 70.7 million were in an immaterial aggregate gross unrealized loss position;

these fifty-one marketable securities have all been in a gross unrealized loss position for less than one year.

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 June 30, 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.

Refer to Note 2 for further discussion on the Company's evaluation of unrealized losses on available-for-sale securities.

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.

We have not written off any accrued interest receivables for the three months ended March 31, 2025 and 2024.

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.

The following table presents activity for the preferred stock warrants liability during the three months ended March 31, 2024 (in thousands):

Accrued interest receivable on marketable securities was $ 1.3 million and $ 1.1 million at June 30, 2025 and December 31, 2024, respectively, and was recorded within prepaid expenses and other current assets in the condensed consolidated balance sheets.

We did not write off any accrued interest receivables for the six months ended June 30, 2025 and 2024.

The Company did not transfer any assets measured at fair value on a recurring basis between levels during the six months ended June 30, 2025 and 2024.

The following table presents activity for the preferred stock warrants liability during the six months ended June 30, 2024 (in thousands):

Preferred Stock Warrants Liability

2 unchanged sentences

Conversion of preferred stock warrants liability to equity ( 1,918 )

Balance at March 31, 2024 $ —

Balance at June 30, 2024 $ —

The warrants’ estimated fair value as of the Merger date utilized the Black-Scholes model and the following input assumptions:

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).

No fair value liabilities exist as of March 31, 2025.

No fair value liabilities exist as of June 30, 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.

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.

In May 2025, the private company executed an extension of the initial seed funding round (“Seed Extension”), which the Company identified as an observable price change under the measurement alternative, and resulted in a $ 0.2 million increase in the fair value of the equity investment.

There were no other upward or downward adjustments to the carrying value of the Company's investment without a readily determinable fair value during the three and six months ended June 30, 2025 and 2024.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

March 31, 2025 December 31,

Sales, general, and administrative accrued expenses $ 1,920 $ 1,109

June 30, 2025 December 31,

Accrued payroll and related expenses $ 2,941 $ 3,564

Research and development accrued expenses 2,208 808

Sales, general, and administrative accrued expenses 1,776 1,109

Operating lease liability, current portion 482 567

5 unchanged sentences

In April 2024, the Company entered into a lease agreement for office space in Solana Beach, California (the “Lomas lease”).

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 %.

As of June 30, 2025, the weighted average remaining lease term was 2.0 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.

Maturities of the Company's operating lease liabilities as of March 31, 2025 are as follows (in thousands):

Maturities of the Company's operating lease liabilities as of June 30, 2025 are as follows (in thousands):

Total undiscounted lease payments 1,146

1 unchanged sentence

Operating lease liabilities $ 1,051

Rent expense for the three months ended March 31, 2025 and 2024 was $ 0.1 million and immaterial, respectively.

Rent expense for the three months ended June 30, 2025 and 2024 was $ 0.1 million and less than $ 0.1 million, respectively, and $ 0.3 million and $ 0.1 million for the six months ended June 30, 2025 and 2024, respectively.

Legal Proceedings

4 unchanged sentences

Its exposure under these agreements is unknown because it involves claims that may be made against the Company in the future.

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.

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.

As of June 30, 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

9 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.

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.

On July 14, 2024, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) for a private

placement with Ridgeback Capital Investment, L.P.

(“July 2024 PIPE Financing”).

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.

The gross proceeds of the July 2024 PIPE Financing were $ 30.0 million.

The July 2024 PIPE

Financing closed on July 17, 2024.

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 $ 150.0 million 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.

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.

2 unchanged sentences

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.

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.

After deducting commissions and expenses of $ 0.2 million, net proceeds to the Company were $ 16.3 million.

During the three and six months ended June 30, 2025 , the Company sold an aggregate of 920,500 shares of common stock at a weighted-average price of $ 28.75 under the Sales Agreement, resulting in net proceeds of $ 26.1 million .

As of June 30, 2025, the Company had $ 123.5 million of capacity remaining under the Sales Agreement.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

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.

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 June 30, 2025, and any such dividends are not cumulative.

Common stock reserved for future issuance consist of the following:

March 31, 2025

June 30, 2025

Common stock options granted and outstanding 3,888,145

12 unchanged sentences

Share-based compensation expense was as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Selling, general and administrative $ 2,118 $ 1,235 $ 4,020 $ 1,988

11 unchanged sentences

License Agreements

CORXEL License and Collaboration Agreement

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”).

1 unchanged sentence

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.

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.

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.

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.

No contractual milestones were met under the CORXEL License during the three months ended March 31, 2025 or 2024.

No contractual milestones were met under the CORXEL License during the six months ended June 30, 2025 or 2024.

In July 2025, a regulatory milestone was achieved upon the submission of the NDA for LNZ100 to the National Medical Products Administration (“NMPA”) in Greater China for the treatment of presbyopia.

Lotus Pharmaceutical Co., LTD.

License and Commercialization Agreement

On May 7, 2025 the Company entered into a license and commercialization agreement providing an exclusive license (the “Lotus License”) to certain of the Company's IP to commercialize LNZ100 for the treatment of presbyopia in humans in the Republic of Korea, the Kingdom of Thailand, Republic of the Philippines, the Socialist Republic of Vietnam, Malaysia, Negara Brunei Darussalam, the Republic of Indonesia, and the Republic of Singapore (collectively, “Southeast Asia”).

Under the terms of the Lotus License, the Company received a $ 5.0 million nonrefundable, non-creditable upfront payment, which represents the transaction price at inception, and is eligible to receive up to $ 120.0 million of regulatory and sales milestones, as well as tiered, double-digit royalties on future net sales in Southeast Asia.

Additional consideration to be paid to the Company upon reaching regulatory and sales milestones is excluded from the transaction price.

milestone payments are fully contingent as the risk of significant revenue reversal will only be resolved depending on future regulatory approval and sales level outcomes.

The sales-based royalty fee qualifies for the royalty constraint exception and does not require an estimate of the future transaction price.

The sales-based royalty fee is considered variable consideration and will be recognized as revenue as such sales occur, if any.

The Company assessed the promises made under the Lotus License and concluded the Lotus License comprises a single performance obligation providing the right to use functional intellectual property.

The $ 5.0 million transaction price allocated to that single performance obligation was recognized upon transfer of the Lotus License during the three months ended June 30, 2025.

The upfront payment was subject to a withholding tax in the Republic of Singapore, which the Company recorded as income tax expense during the three and six months ended June 30, 2025.

Such withholding may be eligible to be recovered against future taxable income in the United States in the form of a foreign tax credit.

No regulatory or sales milestones were met under the Lotus License during the three months ended June 30, 2025.

Related Party Transactions

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Accordingly, the Company considers the vendor to be a related party.

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.

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.

Fees incurred for services performed by the vendor for the three months ended June 30, 2025 and 2024 were $ 0.4 million and $ 0.1 million, respectively, and $ 0.7 million and $ 0.2 million for the six months ended June 30, 2025 and 2024, respectively, and were charged to research and development expenses.

The Company had $ 0.3 million and $ 0.1 million due to the vendor within accounts payable as of June 30, 2025 and December 31, 2024, respectively.

Subsequent Events

Laboratoires Théa License and Commercialization Agreement

On July 7, 2025, the Company entered into a license and commercialization agreement providing an exclusive license (the “Théa License”) to register and commercialize LNZ100 for the treatment of presbyopia in Canada.

Under the terms of the Théa License, the Company is eligible to receive up to $ 70.0 million in upfront, regulatory and commercial milestone payments, as well as tiered, double-digit royalties on future net sales in Canada.

One Big Beautiful Bill Act

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 and the Company continues to evaluate the impact on its financial position.

The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

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What changed 10-Q

Item 1. Financial Statements