What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-24 compared with 2025-03-19 · 366 added, 215 removed, 582 unchanged (50% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations And Comprehensive Loss

Consolidated Statements of Convertible Preferred and Common Stock and Stockholders’ Equity ( Deficit )

Consolidated Statements of Convertible Preferred and Common Stock and Stockholders’ Equity (D eficit)

Consolidated Statements of Cash Flows

31 unchanged sentences

Marketable securities 267,168 188,872

Accounts receivable, net 329 —

Inventory 2,936 —

Prepaid expenses and other current assets 5,800 2,773

3 unchanged sentences

Operating lease right-of-use asset 734 1,338

Deferred offering costs — 2,739

Other assets 2,541 1,398

Total assets $ 305,876 $ 215,304

Liabilities, convertible preferred and common stock and stockholders’ equity (deficit)

Liabilities and stockholders’ equity

Current liabilities:

3 unchanged sentences

Operating lease liability, net 350 814

Other noncurrent liabilities — 121

Preferred stock warrants liability — 871

Total liabilities 21,537 11,220

Commitments and contingencies (Note 8)

Convertible preferred and common stock:

Series A convertible preferred stock, par value of $ 0.001 per share;

no shares and 22,791,777 shares authorized at December 31, 2024 and 2023, respectively;

no shares and 21,977,282 shares issued and outstanding at December 31, 2024 and 2023, respectively

Series A-1 convertible preferred stock, par value of $ 0.001 per share;

no shares and 2,950,548 shares authorized at December 31, 2024 and 2023, respectively;

no shares and 2,950,548 issued and outstanding at December 31, 2024 and 2023, respectively

Series B convertible preferred stock, par value of $ 0.001 per share;

no shares and 28,019,181 shares authorized at December 31, 2024 and 2023, respectively;

no shares and 28,019,181 issued and outstanding at December 31, 2024 and 2023, respectively

Class B convertible common stock, par value of $ 0.001 per share;

no shares and 2,744,184 shares authorized at December 31, 2024 and 2023, respectively;

no shares and 2,744,184 shares issued and outstanding at December 31, 2024 and 2023, respectively

Total convertible preferred and common stock — 143,390

Stockholders' equity (deficit) (1) :

Stockholders' equity:

Preferred stock, par value of $ 0.00001 per share;

10,000,000 shares authorized at December 31, 2025 and 2024;

no shares issues and outstanding at December 31, 2025 and 2024

Common stock, par value of $ 0.00001 per share;

300,000,000 and 16,017,929 shares authorized at December 31, 2024 and 2023, respectively;

300,000,000 shares authorized at December 31, 2025 and 2024;

31,344,782 and 27,531,490 shares issued at December 31, 2025 and 2024, respectively;

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Accumulated other comprehensive income 242 196

Total stockholders’ equity (deficit) 204,084 ( 92,712 )

Total liabilities, convertible preferred and common stock and stockholders’ equity (deficit) $ 215,304 $ 70,376

Total stockholders’ equity 284,339 204,084

Total liabilities and stockholders’ equity $ 305,876 $ 215,304

See accompanying notes to consolidated financial statements.

(1) Retroactively recast for the reverse recapitalization as described in Note 3.

LENZ THERAPEUTICS, INC.

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Year Ended December 31,

Product sales, net $ 1,588 $ —

License revenue 17,500 —

Total revenue 19,088 —

Operating expenses:

Research and development $ 29,801 $ 59,504

Cost of sales 418 —

Selling, general and administrative 91,138 28,809

Research and development 18,670 29,801

Total operating expenses 110,226 58,610

1 unchanged sentence

Other income:

Other income 289 93

Other (expense) income ( 243 ) 289

Interest income 9,756 8,553

1 unchanged sentence

Net loss before income taxes ( 81,625 ) ( 49,768 )

Income tax expense (benefit) 1 ( 179 )

Income tax expense 502 1

Net loss $ ( 82,127 ) $ ( 49,769 )

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Weighted-average common shares outstanding, basic and diluted 28,813,164 21,281,038

21,281,038 1,959,091

See accompanying notes to consolidated financial statements.

(1) Retroactively recast for the reverse recapitalization as described in Note 3.

See Note 2 for further information on weighted-average common shares outstanding.

LENZ THERAPEUTICS, INC.

1 unchanged sentence

(in thousands, except share data)

Convertible Preferred and Common Stock Stockholders' Equity (Deficit)

Convertible Preferred and Common Stock Stockholders' Equity

Series A Convertible Preferred

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

See accompanying notes to consolidated financial statements.

(1) Retroactively recast for the reverse recapitalization as described in Note 3.

LENZ THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (1)

(in thousands, except share data)

Convertible Preferred and Common Stock Stockholders' Deficit

Series A Convertible Preferred

Stock Series A-1 Convertible

Preferred Stock Series B Convertible Preferred

Stock Class B Convertible Common

Stock Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Income Stockholders'

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance as of December 31, 2022 21,977,282 $ 44,621 2,950,548 $ 9,893 — $ — 2,744,184 $ 5,900 1,946,988 $ 10 $ 1,098 $ ( 25,277 ) $ — $ ( 24,169 )

Issuance of Series B convertible preferred stock, net of issuance costs — — — — 28,019,181 82,976 — — — — — — — —

Exercise of stock options — — — — — — — — 158,858 — 1,123 — — 1,123

Unrealized gain on marketable securities — — — — — — — — — — — — 46 46

1 unchanged sentence

Share-based compensation — — — — — — — — — — 12,547 — — 12,547

Issuance of common stock through at-the-market offerings, net of issuance costs — — — — — — — — 3,618,634 — 147,749 — — 147,749

Exercise of stock warrants — — — — — — — — 554 — — — — —

Issuance of common stock under employee stock purchase plan — — — — — — — — 35,246 — 873 — — 873

Net loss — — — — — — — — — — — ( 82,127 ) — ( 82,127 )

11 unchanged sentences

Loss on disposal of property and equipment — 16

Accretion of discounts on marketable securities ( 4,017 ) ( 1,057 )

Loss on impairment of operating right-of-use assets and related property and equipment 82 —

Accretion of discounts and amortization of premiums on marketable securities, net ( 3,409 ) ( 4,017 )

Loss (gain) on long-term investments, net 197 ( 1,336 )

Change in fair value of preferred stock warrants — 1,047

1 unchanged sentence

Changes in operating assets and liabilities:

Accounts receivable, net ( 329 ) —

Inventory ( 4,275 ) —

Prepaid expenses and other current assets ( 3,027 ) 25

9 unchanged sentences

Cash flows from financing activities

Proceeds from issuance of Series B convertible preferred stock, net of issuance costs — 82,976

Deferred offering costs — ( 2,479 )

Proceeds from issuance of common stock, net of issuance costs 79,513 —

Proceeds from issuance of common stock through at-the-market offerings, net of issuance costs 147,749 —

Proceeds from exercises of stock options 1,123 4,038

Proceeds from issuance of common stock under employee stock purchase plan 873 —

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

Proceeds from issuance of common stock, net of issuance costs — 79,513

Merger transaction costs — ( 2,373 )

Proceeds from exercises of stock options 4,038 203

Net cash provided by financing activities 149,745 199,002

Net decrease in cash, cash equivalents, and restricted cash ( 14,868 ) ( 9,301 )

Cash and cash equivalents, beginning of the period 35,140 44,441

Net increase (decrease) in cash, cash equivalents, and restricted cash 4,907 ( 14,868 )

Cash, cash equivalents, and restricted cash, beginning of the period 20,272 35,140

Cash, cash equivalents, and restricted cash, end of the period $ 25,179 $ 20,272

8 unchanged sentences

Property and equipment included in accounts payable and accrued expenses $ — $ 203

Deferred offering costs included in accounts payable and accrued expenses $ — $ 260

See accompanying notes to consolidated financial statements.

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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.

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(“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

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

As of December 31, 2024, 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 December 31, 2025, the Company has devoted substantially all of its efforts to product development and pre-commercial activities and has just recently begun to realize product revenue from its 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 December 31, 2025, had an accumulated deficit of $ 227.1 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 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 commercialization of its product.

Such activities are subject to significant risks and uncertainties.

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The Company believes that its existing cash, cash equivalents, and marketable securities as of December 31, 2025 will be sufficient to support operations for at least the next 12 months from the issuance date of these consolidated financial statements.

During the year ended December 31, 2025 , the Company sold an aggregate of 3,618,634 shares of common stock at a weighted-average price of $ 41.45 under the Sales Agreement (as defined in Note 9), utilizing the full capacity under the Sales Agreement.

Summary of Significant Accounting Policies

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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 consolidated financial statements were prepared on a stand-alone basis for LENZ OpCo and did not include the combined entities' activity or financial position.

Subsequent to the Merger, the consolidated financial statements as of and for the year ended December 31, 2024 included Graphite’s activity from March 21, 2024 through December 31, 2024, and assets and liabilities at their acquisition date fair value.

combined entities' activity or financial position.

The consolidated financial statements as of and for the year ended December 31, 2024 include Graphite’s activity from March 21, 2024 through December 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 .

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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 consolidated financial statements and the reported amounts of expenses during the reporting period.

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.

Estimates used in preparing the accompanying financial statements include, but are not limited to, estimates related to the recognition of revenue and share-based compensation expense.

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

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

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

The Company maintains deposits in federally insured financial institutions in excess of federally insured limits.

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 Customers

The Company enters into agreements with certain wholesalers for the sale of VIZZ in the U.S.

Major customers are defined as customers that individually accounted for greater than 10% of the Company's product revenue.

The following table presents each major customer that accounted for more than 10% of the Company’s product sales:

Year Ended December 31, 2025

Customer A 18 %

Customer B 17 %

Customer C 15 %

The following table presents each major customer that accounted for more than 10% of gross accounts receivable:

December 31, 2025

Customer A 17 %

Customer B 12 %

Customer C 15 %

The Company believes that the concentration of credit risk in its accounts receivable is mitigated by its credit evaluation process, relatively short collection terms, and the level of credit worthiness of its customers.

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 December 31, 2024 related 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.

Marketable Securities

1 unchanged sentence

As of December 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 as a component of stockholders’ deficit until realized.

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.

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.

2 unchanged sentences

Treasury securities, U.S government.

agency securities, and corporate debt securities.

agency securities, corporate debt securities, and asset-backed securities.

Available-for-sale securities are classified as marketable securities on the Company's consolidated balance sheets.

1 unchanged sentence

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 December 31, 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.

If a reduction in value is a result of other factors, losses are recognized within comprehensive income (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 December 31, 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.

Accounts Receivable, Net

Accounts receivable consisted of amounts due from the Company's customers, which includes pharmaceutical wholesalers and patients who purchased VIZZ through our e-pharmacy partner.

Payment terms are typically 30-60 days following delivery to wholesaler customers.

Customers who purchased VIZZ through our e-pharmacy partner remit payment to our e-pharmacy partner at the point of purchase, and the e-pharmacy remits cash to the Company within 30-60 days from the original point of purchase.

Accounts receivable were recorded net of discounts, allowances and other adjustments.

The Company monitors the financial performance and creditworthiness of its customers so it can properly assess and respond to changes in their credit profile.

The Company estimated the allowance for credit losses based on existing contractual payment terms, actual payment patterns of customers and individual customer circumstances.

Amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected.

The Company did not record a reserve for estimated credit losses as of and for the year ended December 31, 2025.

Prior to the FDA approval of VIZZ, the Company had no accounts receivable associated with product sales.

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.

Inventory that is not expected to be sold or used within one year is classified as non-current within Other Assets in the condensed balance sheets.

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 consolidated 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.

As of and for the year-ended December 31, 2025, the Company did not record any write-downs to net realizable value.

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 December 31, 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 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 consolidated statements of operations and comprehensive loss.

Long-term Investment

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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.

Changes in fair value due to observable price changes

are recorded as other income (expense) in the consolidated statements of operations and comprehensive loss in the period in which they occur.

Changes in fair value due to observable price changes are recorded as other income (expense) in the 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.

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The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract.

Operating lease expenses are

recognized, and the ROU assets are amortized on a straight-line basis over the lease term.

Operating lease expenses are recognized, and the ROU assets are amortized on a straight-line basis over the lease term.

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 consolidated statements of operations and comprehensive loss.

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The Company has elected not to recognize leases with terms of one year or less on the consolidated balance sheets.

Deferred Offering Costs

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.

Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss.

The Company capitalized deferred offering costs of $ 2.7 million as of December 31, 2023 related to the Merger.

The Company had no capitalized deferred offering costs as of December 31, 2024.

Research and Development Expenses and Related Prepaid Assets and Accrued Liabilities

10 unchanged sentences

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

As of December 31, 2025, the Company had no ongoing clinical trials.

Preferred Stock Warrants Liability

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Changes in fair value were recognized as increases or reductions to other income (expense), net in the consolidated statements of operations and comprehensive loss.

The fair value of these warrants were classified as a non-current liability in the consolidated balance sheet since the underlying Series A Convertible Preferred stock was potentially redeemable.

The fair value of these warrants were classified as a non-current liability in the consolidated balance sheets 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.

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A discussion of management’s methodology for developing the assumptions used in the valuation model follows:

Fair Value of Common Stock —Prior to the Merger, there was no public market for LENZ OpCo’s common stock.

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.

In the absence of a public trading market, and as a clinical-stage company with no significant revenue, LENZ OpCo believed that it was appropriate to consider a range of factors to determine the fair market value of the common stock at each grant date, including input from management and valuations of LENZ OpCo's common stock by a third-party valuation firm.

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:

Valuation of Privately Held Company Equity Securities Issued as Compensation .

In addition, LENZ OpCo considered various objective and subjective factors, including (1) the achievement of clinical and operational milestones by LENZ OpCo;

(2) the significant risks associated with LENZ OpCo's stage of development;

(3) capital market conditions for life science companies, particularly similarly situated, privately held, early-stage life science companies;

(4) LENZ OpCo's available cash, financial condition, and results of operations;

(5) the most recent sales of LENZ OpCo's convertible preferred stock;

and (6) the preferential rights of LENZ OpCo's outstanding convertible preferred stock and Class B convertible common stock.

Fair Value of Common Stock —Prior to the Merger, there was no public market for LENZ OpCo’s common stock and 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.

Subsequent to the Merger, the Company used the closing stock price on the grant date to determine the grant date fair value, adjusted for special dividends, if any.

1 unchanged sentence

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.

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).

The historical volatility is calculated based on a period of time commensurate with the expected term assumption.

Subsequent to the Merger, 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.

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.

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.

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.

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.

Restricted Stock Units

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.

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.

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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 December 31, 2024 and December 31, 2023, 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 consolidated balance sheets as of December 31, 2025 and December 31, 2024 and has not recognized interest or penalties in the consolidated statements of operations for the years ended December 31, 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 revenue consisted of sales of VIZZ, as well as upfront payments for licenses and milestone payments.

Product Sales, Net

The Company recognizes revenue from sales of VIZZ when the customer obtains control of the promised goods or services, which typically occurs at the point in time product is delivered to the customer.

The Company records the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services.

The Company sells VIZZ to customers in the U.S., which became available for commercial sale during the fourth quarter of 2025.

The Company sells VIZZ to (i) certain wholesalers (who in turn sell VIZZ to retail pharmacies) and (ii) directly to patients (i.e.

its customers) through the Company’s e-pharmacy partner.

For both the wholesaler and e-pharmacy direct to patient sales channels, revenue from product sales is recognized upon physical delivery of the product (when the customer obtains control of the product), in return for agreed-upon consideration.

Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation and are recorded within selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

Revenue from product sales is recorded at the net sales price, or the transaction price, which may include fixed or variable consideration for (i) distribution service fees, (ii) invoice discounts for prompt payment and (iii) product returns.

Estimates of variable consideration are calculated based on the actual product sales each reporting period and the nature of the variable consideration related to those sales.

Where appropriate, the Company utilizes the expected value method to determine the estimates of variable consideration for products likely to be returned, refunded, or disputed.

The amount of variable consideration that is included in the transaction price may be constrained and is included in product sales, net only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

These estimates reflect the Company’s best estimate of the amount of consideration to which the Company expects to be entitled based on the terms of the contract.

Actual amounts of consideration ultimately received may differ materially from estimates.

If actual results in the future vary from estimates, the Company will adjust these estimates, which would affect product sales, net and earnings in the period such variances are adjusted.

The Company categorizes product sales deduction estimates as follows:

Distribution service fees:

The Company engages with certain wholesalers to distribute its products to end consumers.

The Company pays the wholesalers a fee for services such as inventory management and service level commitments.

The Company estimates the amount of distribution services fees to be paid to the customers and adjusts the transaction price

with the amount of such estimate at the time of sale to the customer.

An accrued liability is recorded for unpaid distribution service fees.

Prompt pay discounts:

The Company provides its customers with a percentage discount on their invoice if the customers pay within the agreed upon timeframe.

The Company expects that its customers will earn prompt pay discounts.

The Company estimates the probability of customers paying promptly based on the percentage of discount outlined in the purchase agreement between the two parties, and deducts the full amount of these discounts from gross product sales and accounts receivable at the time revenue is recognized.

Product returns:

Certain of the Company's wholesaler customers are contractually permitted to return the product within the contractual allowable time before and after the applicable expiration date.

In the initial sales period, the Company estimated its provision for returns based on industry data and adjusts the transaction price at the time of the product sale to the customer.

Once sufficient history has been collected for product returns, the Company will utilize that history to inform its returns estimate.

Once the product is returned, it is destroyed since it cannot be resold.

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 revenue, 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 revenue 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 revenue 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.

Cost of Sales

Cost of sales consists of direct and indirect costs related to the manufacturing and distribution of VIZZ, including raw materials, third-party manufacturing costs, packaging services, and freight costs.

Cost of sales also includes period costs related to certain operations personnel and inventory adjustment charges.

The Company began capitalizing inventory costs upon FDA approval of VIZZ in July 2025.

Prior to FDA approval of VIZZ, manufacturing and other inventory costs were recorded to research and development expenses in the consolidated statements of operations and comprehensive loss, and is referred to as zero cost inventory.

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 year ended December 31, 2025, advertising costs totaled $ 8.0 million.

There were no advertising costs for the year ended December 31, 2024.

Net Loss Per Share

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Diluted net loss per share was the same as basic net loss per share, since the effects of potentially dilutive securities were antidilutive given the net loss for each period presented.

For the year ended December 31, 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 8).

Net loss per share included the weighted-average shares outstanding as a result of the Merger, 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 9), as well as shares issued under the Sales Agreement (as defined in Note 9).

Other Comprehensive Income (Loss)

Other comprehensive income (loss) represents the change in the Company’s stockholders’ equity (deficit) from all sources other than investments by or distributions to stockholders.

The Company’s other comprehensive income is the result of unrealized gains on marketable securities.

Other comprehensive income (loss) represents the change in the Company’s stockholders’ equity from all sources other than investments by or distributions to stockholders.

The Company’s other comprehensive income (loss) is the result of unrealized gains and losses on marketable securities.

Segment Reporting

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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.

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.

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.

Asset information provided to the CODM is consistent with those reported on the consolidated balance sheets and are attributable to the United States.

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Year Ended December 31,

Product sales, net $ 1,588 $ —

License revenue 17,500 —

Total revenue 19,088 —

Operating expenses:

Research and development expenses (1)

Cost of sales (1)

Sales and marketing expenses (1)

57,851 11,945

Selling, general, and administrative expenses (1)

General and administrative expenses (1)

22,408 12,393

Research and development expenses (1)

17,029 27,907

Share-based compensation expense 12,547 6,365

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Other income:

Other income 289 93

Other (expense) income ( 243 ) 289

Interest income 9,756 8,553

Net loss before income taxes ( 81,625 ) ( 49,768 )

Income tax expense (benefit) 1 ( 179 )

Income tax expense 502 1

Net loss $ ( 82,127 ) $ ( 49,769 )

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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.

This guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, on a retrospective basis.

The Company adopted this guidance for the annual period ending December 31, 2024, and the adoption did not have a significant impact on the consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2024, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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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.

The Company adopted this guidance, on a prospective basis, for the annual period ending December 31, 2025, and the adoption did not have a material impact on the Company’s financial statements.

Recently Issued Accounting Pronouncements

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

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The Merger was accounted for as a reverse recapitalization under GAAP.

LENZ OpCo was considered the accounting acquirer for

financial reporting purposes.

LENZ OpCo was considered the accounting acquirer for financial reporting purposes.

This determination was based on the facts that, immediately following the Merger:

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and no members of Graphite's senior management held key positions in senior management of the combined company.

The transaction was accounted for as a reverse recapitalization of Graphite by LENZ OpCo similar to the issuance of equity for the net assets of Graphite, which were primarily cash and cash equivalents and other non-operating assets.

transaction was accounted for as a reverse recapitalization of Graphite by LENZ OpCo similar to the issuance of equity for the net assets of Graphite, which were primarily cash and cash equivalents and other non-operating assets.

It was concluded that any in-process research and development assets that remained as of the Merger were immaterial.

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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.

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

Equity investments without a readily determinable fair value are recorded at cost and adjusted to fair value based on observable price changes in orderly transactions for identical or similar investment of the same issuer.

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Money market funds $ 21,536 $ 21,536 $ — $ —

government securities 999 — 999 —

treasury securities 2,996 2,996 — —

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Marketable securities

Commercial paper $ 58,823 $ — $ 58,823 $ —

treasury securities 46,309 46,309 — —

Corporate debt securities $ 114,102 $ — $ 114,102 $ —

treasury securities 89,726 89,726 — —

Commercial paper 28,858 — 28,858 —

Asset-backed securities 21,282 — 21,282 —

government agency securities 13,200 — 13,200 —

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Money market funds $ 17,693 $ 17,693 $ — $ —

government agency securities 999 — 999 —

treasury securities 997 997 — —

Total cash equivalents measured at fair value $ 19,689 $ 18,690 $ 999 $ —

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Commercial paper $ 58,823 $ — $ 58,823 $ —

government agency securities 9,925 — 9,925 —

treasury securities 46,309 46,309 — —

Corporate debt securities 43,669 — 43,669 —

government agency securities 40,071 — 40,071 —

Total marketable securities measured at fair value $ 188,872 $ 46,309 $ 142,563 $ —

Convertible preferred stock warrants $ 871 $ — $ — $ 871

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):

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Money market funds $ 21,536 $ — $ — $ 21,536

government securities 999 — — 999

treasury securities 2,996 — — 2,996

Marketable securities:

Commercial paper $ 58,798 $ 56 $ ( 31 ) $ 58,823

treasury securities 46,231 80 ( 2 ) 46,309

Corporate debt securities $ 114,066 $ 63 $ ( 27 ) $ 114,102

treasury securities 89,572 154 — 89,726

Commercial paper 28,836 22 — 28,858

Asset-backed securities 21,257 26 ( 1 ) 21,282

government agency securities 13,195 5 — 13,200

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Losses Estimated Fair

Cash equivalents:

Money market funds $ 17,693 $ — $ — $ 17,693

government agency securities 999 — — 999

treasury securities 997 — — 997

Marketable securities:

Commercial paper $ 58,798 $ 56 $ ( 31 ) $ 58,823

government agency securities 9,927 1 ( 3 ) 9,925

treasury securities 46,231 80 ( 2 ) 46,309

Corporate debt securities 43,634 49 ( 14 ) 43,669

government agency securities 40,013 60 ( 2 ) 40,071

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

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Total $ 266,926 $ 267,168

As of December 31, 2024, twenty-four of the Company's marketable securities with a fair market value of $ 36.7 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 December 31, 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.

As of December 31, 2025, thirty-three of the Company's marketable securities with a fair market value of $ 50.7 million were in an immaterial aggregate gross unrealized loss position due to the timing of their acquisition compared to their respective maturity date.

These thirty-three 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 December 31, 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 $ 2.1 million and $ 1.1 million as of December 31, 2025 and December 31, 2024, respectively, and was recorded within prepaid expenses and other current assets in the consolidated balance sheets.

We have not written off any accrued interest receivables for the years ended December 31, 2024 and 2023.

The Company did not write off any accrued interest receivables for the years ended December 31, 2025 and 2024.

The Company did not transfer any assets measured at fair value on a recurring basis between levels during the years ended December 31, 2025 and 2024.

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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 December 31, 2024.

No fair value liabilities existed as of December 31, 2025 and December 31, 2024.

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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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 other adjustments to the carrying value of the Company's investment without a readily determinable fair value on both a cumulative basis or for the year ended December 31, 2024.

There were no downward adjustments to the carrying value of the Company's investment without a readily determinable fair value for the year ended December 31, 2024.

During the year ended December 31, 2025, observable price changes in the form of equity financings resulted in total upward adjustments of $ 0.2 million and total downward adjustments of $ 0.4 million in the equity investment, resulting in an estimated fair value of $ 1.1 million as of December 31, 2025.

Inventory consisted of the following (in thousands):

December 31, 2025

Current assets:

Raw materials $ 2,761

Finished goods 175

Inventory, current 2,936

Non-current assets

Raw materials 1,339

Inventory, non-current 1,339

Total inventory $ 4,275

Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):

Furniture and fixtures $ 311 $ 64

Computer software $ 773 $ 144

Furniture and fixtures

Machinery and equipment

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Property and equipment, net $ 1,189 $ 651

As of December 31, 2024, all the Company’s property and equipment was located in the United States.

As of December 31, 2025 and December 31, 2024, materially all of the Company’s property and equipment was located in the United States.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

Accrued payroll and related expenses $ 3,564 $ 1,998

Sales, general and administrative accrued expenses $ 7,649 $ 1,109

Research and development accrued expenses 808 10,289

Accrued payroll and related expenses 7,016 3,564

Accrued inventory purchases 1,748 —

Operating lease liability, current portion 465 567

Other accrued liabilities 142 101

Research and development accrued expenses — 808

Total accrued liabilities $ 17,020 $ 6,149

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Cash paid for operating leases approximated rent expense for the periods presented.

Maturities of the operating lease liabilities as of December 31, 2024 for the Del Mar and Lomas leases are as follows (in thousands):

Maturities of the Company’s operating lease liabilities as of December 31, 2025 were as follows (in thousands):

Total undiscounted lease payments 872

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Convertible Preferred Stock

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 .

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.

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.

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.

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.

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.

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.

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.

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 shares of Class A common stock issued and outstanding, respectively, and 2,744,184 issued and outstanding shares of Class B convertible common stock.

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.

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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 Investments, 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”).

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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.

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.

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 year ended December 31, 2025 , the Company sold an aggregate of 3,618,634 shares of common stock at a weighted-average price of $ 41.45 under the Sales Agreement, utilizing the full 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.

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December 31, 2025

Common stock warrants 164,676

Common stock options granted and outstanding 3,822,247

Shares available for issuance under incentive plans 1,901,878

Shares available under the 2024 Employee Stock Purchase Plan 250,995

Shares available for issuance under the 2024 Employee Stock Purchase Plan 491,063

Common stock warrants outstanding 163,769

Restricted stock units granted and outstanding 27,640

Total 6,406,597

LENZ OpCo had issued warrants to acquire Class A common stock and Series A convertible preferred stock.

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.

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These shares were subsequently exchanged for 95,034 shares of common stock at the closing of the Merger.

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.

There were no exercises of the Series A preferred stock warrants for any of the periods presented.

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.

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.

During the year ended December 31, 2025, the Company issued 554 shares of common stock in connection with warrant net exercises.

There were no warrant exercises during the year ended December 31, 2024.

Share-Based Compensation

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Additionally, the share reserve is subject to annual increases of an amount equal to the least of 4,517,922 shares, 5 % of the Company’s outstanding common stock on the last day of the preceding fiscal year, or a lesser amount determined by the Company’s board of directors.

As of December 31, 2024, 1,529,400 shares of the Company’s common stock have been granted under the 2024 Plan.

As of December 31, 2025, 2,592,506 shares of the Company’s common stock had been granted under the 2024 Plan.

As of December 31, 2025, the aggregate number of shares of common stock authorized under the 2020 Plan and the 2024 Plan, as amended, was 6,328,708 shares.

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Additionally, the share reserve is subject to annual increases of an amount equal to the least of 376,493 shares, 1 % of the Company’s outstanding common stock on the last day of the preceding fiscal year, or an amount determined by the Company’s board of directors.

As of December 31, 2024, no shares of the Company’s common stock have been issued under the 2024 ESPP.

As of December 31, 2025, 35,246 shares of the Company’s common stock had been granted under the 2024 ESPP.

As of December 31, 2025, the aggregate number of shares of common stock authorized under the 2024 ESPP was 491,063 shares.

Stock Options

Stock options granted under the 2020 Plan and the 2024 Plan generally vest over three or four years and expire after 10 years.

The per share exercise price for stock options granted by LENZ OpCo was set at the fair value per share of common stock as determined by the board of directors as of the date of grant.

The board of directors of LENZ OpCo determined the value of LENZ OpCo’s Class A common stock considering many factors, including third-party valuation of LENZ OpCo’s Class A common shares, as well as additional factors, which may have changed since the date of the most recent contemporaneous valuation through the date of grant.

Post Merger, the Company uses the closing stock price on the grant date for fair value.

Stock options granted under the 2020 Plan and the 2024 Plan generally vest over one to four years and expire after 10 years.

The Company uses the closing stock price on the grant date for fair value.

A summary of stock option activity for awards under the 2020 Plan and the 2024 Plan is presented below:

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Granted 1,151,114 $ 27.20

Assumed in the Merger 322,557 $ 10.44

Exercised ( 158,858 ) $ 7.06

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Vested and expected to vest 3,822,247 $ 15.41 8.0 $ 16,441

The weighted-average grant date fair value of options granted during the years ended December 31, 2024 and 2023 was $ 16.44 and $ 5.30 per share, respectively.

As of December 31, 2024, there was $ 18.7 million of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the 2020 Plan and 2024 Plan, which is expected to be recognized over a weighted average period of 2.9 years.

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

Year Ended December 31,

Selling, general and administrative $ 4,471 $ 900

Research and development 1,894 443

Total $ 6,365 $ 1,343

The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $ 4.3 million and $ 4.1 million, respectively.

The assumptions used in the Black-Scholes option pricing model for stock options granted were as follows:

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Expected term 5.5 - 6.1 years

5.8 - 6.1 years

Expected volatility 90.2 % - 96.5 %

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Expected dividend yield 0.0 % 0.0 %

During the year ended December 31, 2024, the Company modified the vesting terms of outstanding stock options issued to a senior level employee upon their separation.

This constituted an equity modification under ASC Topic 718 and resulted in the recognition of an additional $ 0.6 million of share-based compensation expense during the year ended December 31, 2024.

Liability for Early Exercise of Stock Options

Certain individuals were granted the ability to early exercise their stock options.

The shares of common stock issued from the early exercise of unvested stock options are restricted and continue to vest in accordance with the original vesting schedule.

The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination.

The shares purchased by the employees and non-employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest.

The cash received in exchange for exercised and unvested shares related to stock options granted is recorded as a liability for the early exercise of stock options on the accompanying consolidated balance sheets, and will be transferred into common stock and additional paid-in capital as the shares vest.

As of December 31, 2024 and December 31, 2023, there were 13,052 and 35,424 unvested shares issued under early exercise provisions subject to repurchase by the Company, respectively.

liability associated with early exercised stock options at December 31, 2024 was not material.

At December 31, 2023, the Company recorded $ 0.1 million associated with early exercised stock options in other long-term liabilities.

The weighted-average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $ 21.23 and $ 16.44 per share, respectively.

As of December 31, 2025, there was $ 29.7 million of unrecognized compensation cost related to unvested stock options granted under the 2020 Plan and 2024 Plan, which is expected to be recognized over a weighted average period of 2.5 years.

Restricted Stock Units

A summary of restricted stock unit activity is presented below:

Number of Shares Weighted-Average Grant Date Fair Value

Outstanding as of December 31, 2024 — $ —

Granted 30,500 26.34

Forfeited ( 2,860 ) 26.34

Outstanding as of December 31, 2025 27,640 $ 26.34

As of December 31, 2025, there was $ 0.5 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 3.0 years.

Share-Based Compensation Expense

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

Year Ended December 31,

Cost of sales $ 27 $ —

Selling, general and administrative 10,879 4,471

Research and development 1,641 1,894

Total $ 12,547 $ 6,365

Net Loss Per Share

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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:

Convertible preferred stock — 10,705,829

Class B convertible common stock — 554,843

Preferred stock warrants — 164,676

Common stock options granted and outstanding 3,822,247 2,989,927

Warrants to purchase common stock 164,676 95,034

Common stock warrants outstanding 163,769 164,676

Restricted stock units granted and outstanding 27,640 —

2024 ESPP shares to be purchased 5,122 1,718

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The Company has not reflected any benefit of such net operating loss carryforwards in the financial statements due to the full valuation allowance recorded against net deferred tax assets.

The components of the income tax expense (benefit) were as follows (in thousands):

The components of the income tax expense were as follows (in thousands):

Year Ended December 31,

Federal $ — $ —

State 1 ( 15 )

Foreign 500 —

Total current 502 1

Total deferred — —

Total income tax expense (benefit) $ 1 $ ( 179 )

A reconciliation of the Company’s income tax expense (benefit) to the amount computed by applying the federal statutory income tax rate is summarized as follows (in thousands):

Total income tax expense $ 502 $ 1

Income taxes paid by jurisdiction was as follows (in thousands):

Year Ended December 31,

Federal taxes

State and local taxes

Foreign taxes

Singapore 500

Total income taxes paid

A reconciliation of the Company's income tax expense to the amount computed by applying the federal statutory income tax rate for the year ended December 31, 2025 is summarized as follows (in thousands):

Year Ended December 31,

Amount Percentage

Statutory regular federal income tax rate

$ ( 17,140 ) 21.0 %

State and local income taxes, net of federal income tax effect 1

263 ( 0.3 ) %

Foreign tax effects

Witholding taxes 500 ( 0.6 ) %

Research and development tax credit

( 763 ) 0.9 %

Changes in valuation allowance

16,026 ( 19.6 ) %

Nontaxable and nondeductible items

Nondeductible executive compensation 1,291 ( 1.6 ) %

282 ( 0.3 ) %

Changes in unrecognized tax benefits 114 ( 0.2 ) %

Other adjustments

Effective tax rate

$ 502 ( 0.6 ) %

1 State taxes in California and Virginia make up the majority (greater than 50%) of the tax effect in this category.

A reconciliation of the Company’s income tax expense to the amount computed by applying the federal statutory income tax rate for the year ended December 31, 2024 is summarized as follows (in thousands):

Year Ended December 31,

Expected tax benefit computed at federal statutory rate $ ( 10,452 )

State income taxes, net of federal tax benefit ( 2,117 )

Research and development credit carryforwards ( 2,119 ) ( 5,472 )

Research and development credits ( 2,119 )

Reserve for uncertain tax positions 2,328

1 unchanged sentence

Current year permanent differences 377

Other 515 236

Change in valuation allowance 10,883

Income tax expense (benefit) $ 1 $ ( 179 )

Income tax expense $ 1

Significant components of the Company’s net deferred tax assets (liabilities) are summarized as follows (in thousands):

12 unchanged sentences

Net deferred tax assets $ — $ —

The Tax Cuts and Jobs Act (TCJA) requires taxpayers to capitalize and amortize research and development (R&D) expenditures under section 174 for tax years beginning after December 31, 2021.

This rule became effective for the Company during the year ended December 31, 2022, resulting in the capitalization of R&D costs, net of amortization, of approximately $ 128.3 million and $ 66.0 million as of December 31, 2024 and December 31, 2023, respectively.

The Company will continue to amortize these costs for tax purposes over 5 years for R&D performed in the U.S.

and over 15 years for R&D performed outside the U.S.

Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income.

1 unchanged sentence

The Company evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined it is more likely than not that the assets will not be realized.

Due to uncertainties surrounding the realizability of the deferred tax assets, the Company maintains a full valuation allowance against its deferred tax assets at December 31, 2024 and 2023.

Due to uncertainties surrounding the realizability of the deferred tax assets, the Company maintained a full valuation allowance against its deferred tax assets at December 31, 2025 and 2024.

The Company had a valuation allowance of $ 70.3 million at December 31, 2025 to offset the net deferred tax assets as realization of such assets is uncertain.

The valuation allowance increased by $ 17.1 million during the year ended December 31, 2025.

At December 31, 2024, the Company's federal and state net operating loss (NOL) and tax credit carryforwards were as follows:

The Tax Cuts and Jobs Act (TCJA) historically required taxpayers to capitalize and amortize research and development (R&D) expenditures under section 174 for tax years beginning after December 31, 2022.

This rule became effective for the Company during the year ended December 31, 2023, resulting in the capitalization of R&D costs, net of amortization, of approximately $ 90.7 million and $ 128.3 million as of December 31, 2025 and December 31, 2024, respectively.

The Company will continue to amortize these costs for tax purposes over 5 years for R&D performed in the U.S.

and over 15 years for R&D performed outside the U.S.

On July 4, 2025, the U.S.

enacted tax reform legislation through the One Big Beautiful Bill Act (the "Act”).

Included in this legislation are provisions that allow for the immediate expensing of domestic U.S.

research and development expenses, immediate expensing of certain capital expenditures, changes to the interest expense limitation and other changes to the U.S.

taxation of profits derived from foreign operations.

The Act did not have a material impact on our consolidated financial statements.

At December 31, 2025, the Company's federal and state net operating loss (NOL) and tax credit carryforwards were as follows (in thousands):

Amount Expiration Years

Net operating losses, federal (starting from January 1, 2018) $ 178,923 Do not expire

Net operating losses, state 3,908 2040 - 2044

Tax credits, federal 7,646 2040 - 2044

Net operating losses, state 12,415 Starting in 2040

Tax credits, federal 8,289 Starting in 2040

Tax credits, state 797 2042

Utilization of NOL carryforwards and other tax attributes, including those obtained through the Merger, may be subject to substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, due to ownership change limitations that have occurred previously or that could occur in the future.

An ownership change occurs, generally,

if the percentage of stock of the loss corporation owned by one or more 5% shareholders has increased by more than 50 percentage points relative to the lowest percentage of stock of the loss corporation owned by the same 5% shareholders at any time during the testing period (generally, the three-year period preceding a testing date).

change limitations that have occurred previously or that could occur in the future.

An ownership change occurs, generally, if the percentage of stock of the loss corporation owned by one or more 5% shareholders has increased by more than 50 percentage points relative to the lowest percentage of stock of the loss corporation owned by the same 5% shareholders at any time during the testing period (generally, the three-year period preceding a testing date).

These ownership changes may limit the amount of NOL carryforwards and tax credits that can be utilized annually to offset future taxable income.

14 unchanged sentences

The Company's policy is to recognize interest and penalties related to income tax matters as income tax expense.

The Company had no accrual for interest or penalties on the Company's balance sheets at December 31, 2024 or 2023, and has not recognized interest and/or penalties in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023.

The Company had no accrual for interest or penalties on the Company's consolidated balance sheets at December 31, 2025 or 2024, and has not recognized interest and/or penalties in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the Company had unrecognized tax benefits of $ 3.7 million and $ 3.5 million, respectively, which if recognized currently, should not impact the effective tax rate due to the Company maintaining a full valuation allowance.

5 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”).

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.

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.

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 (commercially known as VIZZ in the United States) 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 December 31, 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 years ended December 31, 2024 or 2023.

During the year ended December 31, 2025, the first regulatory milestone under the CORXEL License was achieved upon submission of the NDA for VIZZ 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 year ended December 31, 2025.

No other contractual milestones were met under the CORXEL License during the years ended December 31, 2025 or 2024.

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 VIZZ 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.

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 December 31, 2025.

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 year ended December 31, 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 year ended December 31, 2025.

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

No regulatory or sales milestones were met under the Lotus License during the year ended December 31, 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 VIZZ 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 year ended December 31, 2025.

No regulatory or sales milestones were met under the Théa License during the year ended December 31, 2025.

Employee Benefit Plan

3 unchanged sentences

Related Party Transactions

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.

LENZ OpCo entered into a Master Services Agreement with this vendor in December 2023 to provide manufacturing services.

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

For the years ended December 31, 2024 and 2023, fees incurred for services performed by the vendor were $ 0.5 million and $ 0.3 million, respectively, and were charged to research and development expenses.

The Company had $ 0.1 million due to the vendor within accounts payable as of December 31, 2024.

The Company has a Master Services Agreement with this vendor to provide manufacturing services, thus the Company considers the vendor to be a related party.

For the years ended December 31, 2025 and 2024, total fees incurred for services performed by the vendor were $ 0.9 million and $ 0.5 million, respectively, and were charged to research and development expenses prior to FDA approval of VIZZ in July 2025.

Subsequent to FDA approval of VIZZ, $ 0.5 million of the total fees incurred for the year ended December 31, 2025 were recorded within sales, general and administrative expenses.

The Company had $ 0.1 million due to the vendor within accounts payable at both December 31, 2025 and December 31, 2024.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As previously reported on our Current Report on Form 8-K filed with the SEC on March 22, 2024, on March 21, 2024, the audit committee of the Board of Directors approved a resolution appointing Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

EY served as the independent registered public accounting firm of LENZ OpCo prior to the Merger.

Accordingly, Deloitte & Touche LLP (“Deloitte”), Graphite’s independent registered public accounting firm prior to the Merger, was informed on March 21, 2024 that it was dismissed as our independent registered public accounting firm.

The reports of Deloitte on Graphite’s financial statements as of and for the most recent fiscal year ending December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During Graphite’s fiscal year ending December 31, 2023 and the subsequent interim period through March 21, 2024, there were no disagreements between Graphite and Deloitte on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in its reports on Graphite’s financial statements for such year.

During Graphite’s fiscal year ending December 31, 2023 and the subsequent interim period through March 21, 2024, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

During the fiscal year ending December 31, 2023 and the subsequent interim period through March 21, 2024, neither the Company, nor any party on behalf of the Company, consulted with EY with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company's consolidated financial statements, and no written report or oral advice was provided to the Company by EY that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

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-K

Item 8. Financial Statements and Supplementary Data