What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-07-30 · 145 added, 99 removed, 551 unchanged (31% of the section changed)

3 unchanged sentences

(in thousands, except for shares and par value)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

1 unchanged sentence

Marketable securities 176,773 188,872

Inventory 949 —

Prepaid expenses and other current assets 3,876 2,773

16 unchanged sentences

300,000,000 shares authorized;

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

28,588,261 and 27,531,490 shares issued at September 30, 2025 and December 31, 2024, respectively;

and 28,588,261 and 27,518,439 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 384,944 348,901

7 unchanged sentences

(in thousands, except share and per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Operating expenses:

Research and development 9,061 6,945 14,879 17,482

Selling, general and administrative 27,596 6,494 51,505 19,452

Research and development 3,791 6,451 18,670 23,933

Total operating expenses 31,387 12,945 70,175 43,385

1 unchanged sentence

Other income:

Other income 199 1,635 188 287

Other (expense) income ( 14 ) ( 6 ) 174 281

Interest income 2,201 2,736 6,770 5,987

4 unchanged sentences

Other comprehensive loss:

Unrealized loss on marketable securities ( 85 ) ( 61 ) ( 158 ) ( 68 )

Unrealized gain on marketable securities 189 585 31 517

Comprehensive loss $ ( 16,511 ) $ ( 9,630 ) $ ( 46,200 ) $ ( 36,600 )

15 unchanged sentences

Balance as of December 31, 2024 27,518,439 $ 1 $ 348,901 $ ( 145,014 ) $ 196 $ 204,084

Exercise of stock options and common warrants 11,630 — 44 — — 44

Exercise of stock options 11,630 — 44 — — 44

Unrealized loss on marketable securities — — — — ( 73 ) ( 73 )

12 unchanged sentences

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

Exercise of stock options 86,275 — 598 — — 598

Unrealized gain on marketable securities — — — — 189 189

Vesting of early exercised stock options 1,864 — 6 — — 6

Share-based compensation — — 3,469 — — 3,469

Net loss — — — ( 16,700 ) — ( 16,700 )

Balance as of September 30, 2025 28,588,261 $ 1 $ 384,944 $ ( 191,245 ) $ 227 $ 193,927

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

34 unchanged sentences

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

Adjustments to reverse recapitalization accounting and issuance of common stock from private placement — — — — — — — — — — 29 — — 29

Issuance of common stock from private placement, net — — — — — — — — 1,578,947 — 29,693 — — 29,693

Exercise of stock options — — — — — — — — 48,736 — 57 — — 57

Unrealized gain on marketable securities — — — — — — — — — — — — 585 585

Vesting of early exercised stock options — — — — — — — — 7,280 — 19 — — 19

Share-based compensation — — — — — — — — — — 2,191 — — 2,191

Net loss — — — — — — — — — — — ( 10,215 ) — ( 10,215 )

Balance as of September 30, 2024 — $ — — $ — — $ — — $ — 27,480,634 $ — $ 347,119 $ ( 132,362 ) $ 523 $ 215,280

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

3 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

7 unchanged sentences

Changes in operating assets and liabilities:

Inventory ( 949 ) —

Prepaid expenses and other current assets ( 1,103 ) ( 684 )

25 unchanged sentences

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

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

Common stock issuance costs included in accounts payable and accrued expenses $ — $ 81

Right-of-use assets assumed in the Merger in exchange for operating lease liabilities $ — $ 146

7 unchanged sentences

LENZ Therapeutics, Inc.

(“LENZ” or the “Company”), formerly known as Graphite Bio, Inc.

(“LENZ” or the “Company”) is a commercial pharmaceutical company focused on the development and commercialization of innovative therapies to improve vision.

On July 31, 2025, the United States (“U.S.”) Food and Drug Administration (“FDA”) approved VIZZ ™ (aceclidine ophthalmic solution) 1.44%, formerly known as LNZ100, the first and only FDA-approved aceclidine-based eye drop for the treatment of presbyopia in adults.

The Company, formerly known as Graphite Bio, Inc.

(“Graphite”), was incorporated in Ontario, Canada in June 2017 as Longbow Therapeutics Inc., and was reincorporated in the State of Delaware in October 2019.

1 unchanged sentence

(“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.

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 .

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.

As of September 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 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.

The Company may need to raise additional capital to support its continuing operations and pursue its long-term business plan, including the development and commercialization of its product candidate, if approved.

The Company has experienced net losses since its inception and, as of September 30, 2025, had an accumulated deficit of $ 191.2 million.

The Company expects to incur additional losses as it hires additional personnel, protects its intellectual property, and grows its business through the commercialization of VIZZ.

The Company may need to raise additional capital to support its continuing operations and pursue its long-term business plan, including the continued development and commercialization of its product.

Such activities are subject to significant risks and uncertainties.

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.

As of September 30, 2025, the Company had cash, cash equivalents, and marketable securities of $ 202.2 million, which is available to fund future operations.

The Company believes that its existing cash, cash equivalents, and marketable securities as of September 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.

In October 2025, the Company sold an aggregate of 2,698,134 shares of common stock at a weighted-average price of $ 45.79 under the Sales Agreement (as defined in Note 7), utilizing the remaining capacity under the Sales Agreement.

Summary of Significant Accounting Policies

8 unchanged sentences

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 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.

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.

Historical share and per share figures of LENZ OpCo have been retroactively recast based on the Merger exchange ratio of 0.2022 .

3 unchanged sentences

Although actual results could differ from those estimates, management does not believe that such differences would be material.

Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Risk and Other Risks and Uncertainties

Financial instruments, which potentially subject the Company to a concentration of credit risk, consist primarily of cash and cash equivalents and marketable securities.

1 unchanged sentence

The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Major Manufacturers and Suppliers

The Company depends on outsourced manufacturing for the production of VIZZ for commercial use.

The Company has agreements with third-party manufacturers and suppliers that are approved for the commercial production of VIZZ and the supply of the active pharmaceutical ingredient in VIZZ, respectively.

Although there are potential sources of supply other than the Company’s existing manufacturers and suppliers, any new supplier would be required to qualify under applicable regulatory requirements.

The loss of certain manufacturers and third-party suppliers could result in a temporary disruption of the commercialization efforts for VIZZ.

Cash and Cash Equivalents

1 unchanged sentence

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

As of September 30, 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’ equity until realized.

6 unchanged sentences

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.

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.

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.

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 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.

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 September 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.

Inventory is valued at the lower-of-cost or net realizable value, with cost determined on a first-in, first-out (FIFO) basis.

Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The Company performs an assessment of the recoverability of capitalized inventory during each reporting period, and adjusts the value for any excess and obsolete inventory to net realizable value in the period in which any impairment is first identified.

Any such impairment charge is recorded as a component of cost of sales in the condensed statements of operations and comprehensive loss.

The determination of whether inventory costs will be realizable requires estimates by management.

If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required.

The Company capitalizes inventory costs associated with products following regulatory approval when future commercialization is considered probable and the future economic benefit is expected to be realized.

As such, when regulatory approval is received, this may result in zero-cost inventory which does not have a carrying value, and is available to the Company to utilize for commercial operations.

The Company periodically evaluates zero cost inventory for obsolescence.

This evaluation considers the shelf life of raw materials, work in process, and finished goods inventory, as well as estimated sales trends.

As of September 30, 2025, no zero cost inventory was determined to be obsolete.

Products that may be used in clinical development programs are excluded from inventory and the costs are charged to research and development expense in the condensed consolidated statements of operations and comprehensive loss as incurred, as long as they do not have an alternative use.

Prior to FDA approval of VIZZ on July 31, 2025, costs related to the production of inventory were expensed in the period incurred within research and development expenses on the condensed consolidated statements of operations and comprehensive loss.

Inventory at September 30, 2025 consisted of raw materials procured after FDA approval of VIZZ on July 31, 2025.

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 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.

10 unchanged sentences

In making this assessment, the Company considers the severity of the impairment, any changes in interest rates, market conditions, changes to the underlying credit ratings and forecasted recovery, among other factors.

The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account.

The credit-related portion of unrealized losses, and any subsequent

improvements, are recorded in interest income through an allowance account.

Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive income (loss) on the condensed consolidated balance sheets.

17 unchanged sentences

Research and development costs are expensed as incurred.

conducting research and development services on the Company's behalf, such as contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”).

Research and development expenses primarily consist of internal research and development expense, including personnel-related expenses (such as salaries, benefits and noncash stock-based compensation) and external research and development expenses incurred under arrangements with vendors conducting research and development services on the Company's behalf, such as contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”).

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.

7 unchanged sentences

To date, the Company has not experienced material differences between its accrued expenses and actual expenses.

As of September 30, 2025, the Company has no ongoing clinical trials.

Preferred Stock Warrants Liability

27 unchanged sentences

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base.

Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets and liabilities are

measured using effective tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities.

4 unchanged sentences

Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts.

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

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 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.

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

Revenue Recognition

13 unchanged sentences

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.

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.

11 unchanged sentences

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

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation, related to the Company’s executive, finance, business development, sales and marketing, human resources, and other corporate functions.

Selling, general and administrative expenses also include sales and marketing costs to support the Company's commercial operations, consulting fees, legal services, rent and other facilities costs, and other general operating expenses not otherwise classified as research and development expenses.

Advertising costs are expensed as incurred.

For the three and nine months ended September 30, 2025, advertising costs totaled $ 1.7 million.

There were no advertising costs for the three and nine months ended September 30, 2024.

Net Loss Per Share

6 unchanged sentences

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.

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).

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) and the July 2024 PIPE Financing (as defined in Note 7).

Other Comprehensive Income (Loss)

11 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Operating expenses:

Research and development expenses (1)

8,334 6,583 13,499 16,926

Selling, general, and administrative expenses (1)

24,389 5,279 44,277 16,249

Research and development expenses (1)

3,529 5,475 17,029 22,401

Share-based compensation expense 3,469 2,191 8,869 4,735

15 unchanged sentences

Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company has not yet completed its assessment of the impact of ASU 2023-09 on the Company’s financial statements.

While this guidance will likely result in additional disclosures related to income taxes, the Company does not expect this new guidance to have a material impact on the Company’s financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

21 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 six months ended June 30, 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.

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.

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.

Cash equivalents, marketable securities, and the preferred stock warrants liability are recorded at fair value on a recurring basis.

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Total Level 1 Level 2 Level 3

At June 30, 2025:

At September 30, 2025:

Cash equivalents

Money market funds $ 24,735 $ 24,735 $ — $ —

Corporate debt securities 1,550 — 1,550 —

Total cash equivalents measured at fair value $ 24,735 $ 24,735 $ — $ —

Marketable securities

Corporate debt securities $ 57,463 $ — $ 57,463 $ —

treasury securities 49,772 49,772 — —

Commercial paper 46,733 — 46,733 —

Corporate debt securities 49,005 — 49,005 —

government agency securities 12,967 — 12,967 —

14 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):

June 30, 2025

September 30, 2025

Amortized Cost Gross

2 unchanged sentences

Money market funds $ 24,735 $ — $ — $ 24,735

Corporate debt securities 1,550 — — 1,550

Marketable securities:

Corporate debt securities $ 57,402 $ 63 $ ( 2 ) $ 57,463

treasury securities 49,669 105 ( 2 ) 49,772

Commercial paper 46,712 25 ( 4 ) 46,733

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

government agency securities 12,950 17 — 12,967

14 unchanged sentences

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

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

June 30, 2025

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

September 30, 2025

Amortized Cost Estimated Fair Value

2 unchanged sentences

Total $ 176,546 $ 176,773

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.

As of September 30, 2025, twelve of the Company's marketable securities with a fair market value of $ 18.6 million were in an immaterial aggregate gross unrealized loss position due to the timing of their acquisition compared to their respective maturity date.

These twelve 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 September 30, 2025, because the Company does not intend to sell these securities prior to their maturity, and it is unlikely 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 $ 1.3 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):

Accrued interest receivable on marketable securities was $ 1.1 million at both September 30, 2025 and December 31, 2024, 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 nine months ended September 30, 2025 and 2024.

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

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

Preferred Stock Warrants Liability

2 unchanged sentences

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

Balance at June 30, 2024 $ —

Balance at September 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 June 30, 2025.

No fair value liabilities exist as of September 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.

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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.

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 nine months ended September 30, 2025 and 2024.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

June 30, 2025 December 31,

September 30, 2025 December 31,

Accrued payroll and related expenses $ 4,738 $ 3,564

Research and development accrued expenses 2,208 808

Sales, general and administrative accrued expenses 3,512 1,109

Research and development accrued expenses 2,775 808

Operating lease liability, current portion 493 567

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 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 %.

As of September 30, 2025, the weighted average remaining lease term was 1.9 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 June 30, 2025 are as follows (in thousands):

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

Total undiscounted lease payments 1,029

1 unchanged sentence

Operating lease liabilities $ 954

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.

Rent expense for both the three months ended September 30, 2025 and 2024 was $ 0.1 million, and $ 0.4 million and $ 0.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Legal Proceedings

6 unchanged sentences

To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

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.

As of September 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

3 unchanged sentences

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.

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.

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 11,668,867 issued and oustanding shares of Class A common stock, respectively.

Immediately prior to the closing of the Merger, there were 2,744,184 shares of Class B convertible common stock issued and outstanding.

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

placement with Ridgeback Capital Investment, L.P.

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.

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.

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.

2 unchanged sentences

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.

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.

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.

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.

The Company did not sell any shares of common stock under the Sales Agreement during the three months ended September 30, 2025 .

During the nine months ended September 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 September 30, 2025, the Company had $ 123.5 million of capacity remaining under the Sales Agreement.

In October 2025, the Company sold an aggregate of 2,698,134 shares of common stock at a weighted-average price of $ 45.79 under the Sales Agreement, utilizing the remaining capacity 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 June 30, 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 September 30, 2025, and any such dividends are not cumulative.

Common stock reserved for future issuance consist of the following:

June 30, 2025

September 30, 2025

Common stock options granted and outstanding 3,823,097

12 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

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:

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:

September 30,

Common stock options granted and outstanding 3,823,097 2,934,916

8 unchanged sentences

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 received $ 5.0 million upon submission of the NDA for LNZ100 to the National Medical Products Administration (“NMPA”) in Greater China for the treatment of presbyopia, and another $ 5.0 million upon FDA approval of VIZZ.

The Company is also eligible to receive up to $ 85.0 million of additional 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.

Future 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.

Future 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, thus variable consideration related to the remaining milestone payments was fully constrained as of September 30, 2025.

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

2 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 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.

During the three months ended September 30, 2025, the first regulatory milestone under the CORXEL License was achieved upon submission of the NDA for LNZ100 to the NMPA, resulting in the recognition of $ 5.0 million in license revenue.

A second regulatory milestone under the CORXEL License was achieved upon FDA approval of VIZZ, for which the Company recognized an additional $ 5.0 million of license revenue during the three months ended September 30, 2025.

No other contractual milestones were met under the CORXEL License during the three and nine months ended September 30, 2025 or 2024.

Lotus Pharmaceutical Co., LTD.

3 unchanged sentences

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 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.

1 unchanged sentence

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.

The upfront payment was subject to a withholding tax in the Republic of Singapore, which the Company recorded as income tax expense during the nine months ended September 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.

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

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 received a $ 2.5 million nonrefundable, non-creditable upfront payment, which represents the transaction price at inception, and is eligible to receive up to $ 67.5 million in regulatory and commercial milestone payments, as well as tiered, double-digit royalties on future net sales in Canada.

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

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 Théa License and concluded the Théa License comprises a single performance obligation providing the right to use functional intellectual property.

The $ 2.5 million transaction price allocated to that single performance obligation was recognized upon transfer of the Théa License during the three months ended September 30, 2025.

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

Related Party Transactions

3 unchanged sentences

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

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

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.

There were no fees incurred for services performed by the vendor for the three months ended September 30, 2025.

Fees incurred for services performed by the vendor for the three months ended September 30, 2024 were $ 0.2 million, and $ 0.7 million and $ 0.4 million for the nine months ended September 30, 2025 and 2024, respectively, 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 September 30, 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.

What changed 10-Q

Item 1. Financial Statements