What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-05 · 205 added, 283 removed, 413 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands, except for shares and par value)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

1 unchanged sentence

Marketable securities 233,613 267,168

Accounts receivable, net 343 329

Inventory 3,498 2,936

Prepaid expenses and other current assets 6,141 5,800

Restricted cash — 114

Total current assets 268,367 301,412

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Stockholders' equity:

Preferred stock, par value of $ 0.00001 per share;

10,000,000 shares authorized at March 31, 2026 and December 31, 2025;

no shares issued and outstanding at March 31, 2026 and December 31, 2025

Common stock, par value of $ 0.00001 per share;

300,000,000 shares authorized;

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

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

31,354,394 and 31,344,782 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 515,570 511,237

Accumulated deficit ( 268,629 ) ( 227,141 )

Accumulated other comprehensive income 227 196

Accumulated other comprehensive (loss) income ( 450 ) 242

Total stockholders’ equity 246,492 284,339

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(in thousands, except share and per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Product sales, net $ 1,651 $ —

License revenue 250 —

1 unchanged sentence

Operating expenses:

Cost of sales 1,076 —

Selling, general and administrative 44,960 11,113

3 unchanged sentences

Other income:

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

Other income (expense) 3 ( 11 )

Interest income 2,644 2,323

Total other income, net 2,647 2,312

Net loss before income taxes ( 16,700 ) ( 10,215 ) ( 45,731 ) ( 37,117 )

Income tax expense — — 500 —

Net loss $ ( 41,488 ) $ ( 14,619 )

Other comprehensive loss:

Unrealized gain on marketable securities 189 585 31 517

Unrealized loss on marketable securities ( 692 ) ( 73 )

Comprehensive loss $ ( 42,180 ) $ ( 14,692 )

1 unchanged sentence

Weighted-average common shares outstanding, basic and diluted 31,352,702 27,526,099

28,540,519 27,172,330 28,052,279 19,195,399

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

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

LENZ THERAPEUTICS, INC.

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

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

Stockholders' Equity

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Income (Loss) Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Stockholders' Equity

Shares Amount

2 unchanged sentences

Unrealized loss on marketable securities — — — — ( 692 ) ( 692 )

Vesting of early exercised stock options 5,594 — 19 — — 19

Vesting of restricted stock units 6,914 — — — — —

Share-based compensation — — 4,319 — — 4,319

1 unchanged sentence

Balance as of March 31, 2026 31,354,394 $ 1 $ 515,570 $ ( 268,629 ) $ ( 450 ) $ 246,492

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

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

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

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

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

Exercise of stock warrant 271 — — — — —

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

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

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

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

Unrealized gain on marketable securities — — — — 189 189

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

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

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

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

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

LENZ THERAPEUTICS, INC.

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

(in thousands, except share data)

Convertible Preferred and Common Stock Stockholders' Equity (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 (Loss) Stockholders' Equity

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Stockholders' Equity

Shares Amount

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

21,977,282 $ 44,621 2,950,548 $ 9,893 28,019,181 $ 82,976 2,744,184 $ 5,900 1,969,360 $ 10 $ 2,517 $ ( 95,245 ) $ 6 $ ( 92,712 )

Conversion of convertible preferred stock and Class B convertible common stock to common stock as a result of the Merger and reset to par of $ 0.00001

( 21,977,282 ) ( 44,621 ) ( 2,950,548 ) ( 9,893 ) ( 28,019,181 ) ( 82,976 ) ( 2,744,184 ) ( 5,900 ) 11,260,672 ( 10 ) 143,400 — — 143,390

Issuance of common stock to Graphite stockholders as a result of the Merger — — — — — — — — 8,320,485 — 116,145 — — 116,145

Issuance of common stock from private placement, net — — — — — — — — 3,559,565 — 49,840 — — 49,840

Reclassification of warrant liability to equity — — — — — — — — — — 1,918 — — 1,918

Merger transaction costs — — — — — — — — — — ( 5,146 ) — — ( 5,146 )

Unrealized loss on marketable securities — — — — — — — — — — — — ( 7 ) ( 7 )

Exercise of stock options and common warrants — — — — — — — — 383,898 — 430 — — 430

Vesting of early exercised stock options — — — — — — — — 6,150 — 10 — — 10

Share-based compensation — — — — — — — — — — 947 — — 947

Net loss — — — — — — — — — — — ( 16,648 ) — ( 16,648 )

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

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

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

3 unchanged sentences

Net loss — — — ( 14,619 ) — ( 14,619 )

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

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

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

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

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

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

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

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

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

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

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

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

LENZ THERAPEUTICS, INC.

1 unchanged sentence

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

3 unchanged sentences

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

Accretion of discounts on marketable securities ( 2,801 ) ( 2,593 )

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

Accretion of discounts and amortization of premiums on marketable securities, net ( 316 ) ( 1,134 )

Write-off of nonsalable inventory 414 —

Share-based compensation expense 4,319 2,555

Changes in operating assets and liabilities:

Accounts receivable, net ( 14 ) —

Inventory ( 889 ) —

2 unchanged sentences

Accrued liabilities ( 2,114 ) ( 1,202 )

Operating lease liabilities, net ( 27 ) —

Other assets 1 —

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Purchases of property and equipment ( 18 ) ( 110 )

Net cash provided by (used in) investing activities 14,142 ( 142,616 )

Net cash provided by investing activities 33,161 18,889

Cash flows from financing activities

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

Proceeds from exercises of stock options 14 44

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

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

Proceeds from issuance of common stock, net of issuance costs — 79,598

Merger transaction costs — ( 2,373 )

Net cash provided by financing activities 14 44

Net increase in cash, cash equivalents, and restricted cash 5,127 6,020

Net (decrease) increase in cash, cash equivalents and restricted cash ( 407 ) 2,884

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

Cash, cash equivalents and restricted cash, end of the period $ 24,772 $ 23,156

Supplemental cash flow information

Conversion of Series A, A-1, and B convertible preferred stock to common stock $ — $ 137,490

Conversion of Class B convertible common stock to common stock $ — $ 5,900

Reclassification of warrant liability to equity $ — $ 1,918

Prepaid expenses and other current assets assumed in the Merger $ — $ 1,313

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

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

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

Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 1,205

Property and equipment included in accounts payable $ — $ 32

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

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In connection with the Merger, Graphite changed its name to “LENZ Therapeutics, Inc.” The Merger was accounted for as a reverse recapitalization, with LENZ OpCo being treated as the acquirer for accounting purposes.

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

As of September 30, 2025, the Company has devoted substantially all of its efforts to product development and pre-commercial activities and has not realized product revenue from its planned principal operations.

Through March 31, 2026, 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 September 30, 2025, had an accumulated deficit of $ 191.2 million.

The Company has experienced net losses since its inception and, as of March 31, 2026, had an accumulated deficit of $ 268.6 million.

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

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

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.

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

The Company believes that its existing cash, cash equivalents, and marketable securities as of September 30, 2025 will be sufficient to support operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements.

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

As of March 31, 2026, the Company had cash, cash equivalents, and marketable securities of $ 258.4 million, which is available to fund future operations.

The Company believes that its existing cash, cash equivalents, and marketable securities as of March 31, 2026 will be sufficient to support operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements.

Summary of Significant Accounting Policies

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

The condensed consolidated financial statements as of and for the nine months ended September 30, 2024 include Graphite’s activity from March 21, 2024 through September 30, 2024, and assets and liabilities at their acquisition date fair value.

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

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Estimates used in preparing the accompanying financial statements include, but are not limited to, estimates related to the research and development accruals, and share-based compensation.

Estimates used in preparing the accompanying financial statements include, but are not limited to, estimates related to 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 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.

For the three months ended March 31, 2026, the Company's three wholesaler customers each individually accounted for more than 10% of total product sales.

On a combined basis, these wholesaler customers accounted for 44 % of product sales for the three months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, the Company's three wholesaler customers each exceeded 10% of gross accounts receivable.

These customers accounted for approximately 47 % and 44 % of gross accounts receivable on a combined basis at March 31, 2026 and December 31, 2025, respectively.

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

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The Company classifies marketable securities as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore classified all marketable securities with maturity dates beyond three months at the date of purchase as current assets in the accompanying condensed consolidated balance sheets.

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

As of March 31, 2026, the Company had no intent to sell any marketable securities prior to maturity.

Marketable securities classified as available-for-sale are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized.

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.

Realized gains and losses are calculated using the specific identification method and recorded as interest income or expense.

Realized gains and losses were calculated using the specific identification method and recorded as interest income or expense.

The Company invests in available-for-sale securities consisting of commercial paper, U.S.

Treasury securities, U.S.

government agency securities, and corporate debt securities.

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

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

Management evaluates whether unrealized losses on available-for-sale marketable securities are the result of credit worthiness of the securities held or other non-credit related factors.

If an unrealized loss is the result of credit quality factors, the Company recognizes an allowance reflective of the current estimate of credit losses expected to be incurred

over the life of the financial instrument on a specific identification basis upon initial recognition and at each reporting period.

If an unrealized loss is the result of credit quality factors, the Company recognizes an allowance reflective of the current estimate of credit losses expected to be incurred over the life of the financial instrument on a specific identification basis upon initial recognition and at each reporting period.

If a reduction in value is a result of other factors, losses are recognized within comprehensive loss unless either the Company intends to sell the security or it is more likely than not the Company will be required to sell the security.

Based on a review of these marketable securities, the Company concluded none of the unrealized loss is the result of a credit loss as of September 30, 2025, because the Company does not intend to sell these securities, and it is not more-likely-than-not that the Company will be required to sell these securities before the recovery of their amortized cost basis.

Based on a review of these marketable securities, the Company concluded none of the unrealized loss is the result of a credit loss as of March 31, 2026, 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 during the three months ended March 31, 2026.

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.

2 unchanged sentences

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

During the three months ended March 31, 2026, the Company recorded an inventory write-down of $ 0.3 million due to inventory that fell out-of-specification in transit.

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.

2 unchanged sentences

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

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

As of March 31, 2026, no zero cost inventory was determined to be obsolete.

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

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

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

Long-term Investment

14 unchanged sentences

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

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

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

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

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

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The clinical trial accrual is dependent in part upon the timely and accurate reporting of CROs, CMOs and other third-party vendors.

Although the Company does not expect its estimates to be materially different from amounts actually incurred, its estimates may vary from the actual results.

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

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

Preferred Stock Warrants Liability

The Company issued freestanding warrants to purchase shares of its Series A convertible preferred stock (“Series A Convertible Preferred”).

Prior to the Merger, the Company revalued the warrants at each balance sheet date utilizing an option pricing method that back solved the fair value of the warrants based on recent financing transactions and also considered the enterprise value of the Company when considering potential exit events.

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

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

Pursuant to the Merger Agreement, the Series A Convertible preferred stock warrants became warrants to purchase shares of the Company's common stock.

As a result of the Merger, the warrants no longer met the requirements for liability accounting and, as such, the Company adjusted the value of the warrants to the estimated fair value as of the Merger date and reclassified them to stockholders' equity.

The Company’s Phase 3 CLARITY trials were substantially completed in March 2024, and a s of March 31, 2026, the Company had no ongoing clinical trials.

Share-Based Compensation

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

Deferred tax assets and liabilities are

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

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

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

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The Company’s policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense.

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

The Company has no accruals for interest or penalties in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 and has not recognized interest or penalties in the condensed consolidated statements of operations for the three months ended March 31, 2026 or 2025.

Revenue Recognition

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and (v) recognition of revenue.

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

License Agreements

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

Revenue for the three months ended March 31, 2026 consisted of sales of VIZZ, as well as upfront payments for licenses.

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 condensed 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 and Distribution Agreements

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

(i) license fees;

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

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

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 revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

License Fees:

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.

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

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

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 condensed consolidated statements of operations and comprehensive loss, and is referred to as zero cost inventory.

Selling, General and Administrative Expenses

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Advertising costs are expensed as incurred.

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

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

For the three months ended March 31, 2026, advertising costs totaled $ 14.2 million.

There were no advertising costs for the three months ended March 31, 2025.

Net Loss Per Share

Basic net loss per share was calculated by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents.

Stock options, common stock warrants, and 2024 Employee Stock Purchase Plan (“ESPP”) shares to be purchased were considered potentially dilutive to common stock.

Prior to the Merger, the convertible preferred stock and Class B convertible common stock were not participating securities, because they did not participate in losses.

Stock options, preferred stock warrants, Class A warrants, Class B convertible common stock, and convertible preferred stock were considered potentially dilutive common stock.

The Company computed diluted net loss per share attributable to common stockholders after giving consideration to all potentially dilutive common stock outstanding during the period, determined using the treasury-stock and if-converted methods, except where the effect of including such securities was antidilutive.

Prior to the Merger, the Company made adjustments to diluted net loss attributed to common stockholders to reflect the reversal of gains on the change in the value of preferred stock warrants liability, assuming conversion of warrants to acquire convertible preferred stock at the beginning of the period or at time of issuance, if later, to the extent that those preferred stock warrants are dilutive.

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

Net loss per share included the weighted-average shares outstanding as a result of the Merger and shares issued in conjunction with the March 2024 PIPE Financing (as defined in Note 3) and the July 2024 PIPE Financing (as defined in Note 7).

Stock options, common stock warrants, and 2024 Employee Stock Purchase Plan (“ESPP”) shares pending issuance were considered potentially dilutive to common stock.

The Company computed diluted net loss per share attributable to common stockholders after giving consideration to all potentially dilutive common stock outstanding during the period, determined using the treasury-stock method, except where the effect of including such securities was antidilutive.

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.

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.

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.

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Product sales, net $ 1,651 $ —

License revenue 250 —

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Operating expenses:

Selling, general, and administrative expenses (1)

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

Cost of sales (1)

Sales and marketing expenses (1)

General and administrative expenses (1)

Research and development expenses (1)

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

Share-based compensation expense 4,319 2,555

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Loss from operations ( 44,135 ) ( 16,931 )

Other income (expense):

Other income:

Other income (expense) 3 ( 11 )

Interest income 2,644 2,323

Net loss before income taxes ( 16,700 ) ( 10,215 ) ( 45,731 ) ( 37,117 )

Income tax expense — — 500 —

Net loss $ ( 41,488 ) $ ( 14,619 )

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Recently Issued Accounting Pronouncements

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

Improvements to Income Tax Disclosures .

The update requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign jurisdictions if the amount is at least 5% of total income tax payments, net of refunds received.

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.

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

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

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The Company has not yet completed its assessment of the impact of ASU 2024-03 on the Company’s financial statements.

Merger and Related Transactions

As described in Note 1, LENZ OpCo merged with a wholly owned subsidiary of Graphite on March 21, 2024.

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

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

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

former LENZ OpCo stockholders owned a substantial majority of the voting rights of the combined company;

LENZ OpCo designated a majority ( five of seven ) of the initial members of the board of directors of the combined company;

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

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.

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

Under reverse recapitalization accounting, the assets and liabilities of Graphite were recorded at their fair value, which approximated book value due to their short-term nature.

The Company's condensed consolidated financial statements reflect 8,670,653 shares and options held by the former stockholders and option holders of Graphite.

Graphite assumed each outstanding and unexercised option to purchase LENZ OpCo’s common stock, whether vested or not vested, and assumed each outstanding and unexercised warrant to purchase LENZ OpCo’s common stock or preferred stock, which became options and warrants to purchase shares of Graphite common stock.

At the closing of the Merger, each outstanding share of LENZ OpCo’s common stock and preferred stock, and options and warrants to purchase LENZ OpCo’s common stock and preferred stock were converted into the right to receive or purchase 0.2022 shares of Graphite’s common stock, which resulted in the issuance by Graphite of an aggregate of 15,409,102 shares of, and options and warrants to purchase, Graphite common stock to the stockholders, option holders, and warrant holders of LENZ OpCo.

In connection with the Merger Agreement, the Company concurrently entered into a subscription agreement (the “Subscription Agreement”) with certain institutional investors (the “PIPE investors”) pursuant to which, among other things, the Company agreed to issue to the PIPE investors shares of LENZ common stock immediately following the Merger in a private placement transaction for an aggregate purchase price of $ 53.5 million (the “March 2024 PIPE Financing”).

Immediately following the consummation of the Merger and March 2024 PIPE Financing, LENZ OpCo, Graphite stockholders, and the PIPE investors collectively owned approximately 56 %, 31 %, and 13 % of the Company, respectively, on a fully diluted basis.

As part of the reverse recapitalization, LENZ OpCo received $ 112.6 million of cash and cash equivalents, net of transaction costs.

LENZ OpCo also acquired assets, primarily prepaid and other current assets, of approximately $ 1.5 million and assumed payables and accruals of approximately $ 3.2 million.

LENZ OpCo also incurred transaction costs of approximately $ 5.2 million, which was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated statements of convertible preferred and common stock and stockholders' equity.

The Company also recorded a one-time charge of $ 0.3 million for the acceleration of the Graphite stock awards that is recorded in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024.

Financial Instruments

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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 and marketable securities 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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Total Level 1 Level 2 Level 3

At September 30, 2025:

At March 31, 2026:

Cash equivalents

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treasury securities 75,354 75,354 — —

Commercial paper 46,733 — 46,733 —

government agency securities 12,967 — 12,967 —

Asset-backed securities 23,207 — 23,207 —

government agency securities 12,641 — 12,641 —

Commercial paper 11,180 — 11,180 —

Total marketable securities measured at fair value $ 233,613 $ 75,354 $ 158,259 $ —

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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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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):

September 30, 2025

March 31, 2026

Amortized Cost Gross

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treasury securities 75,378 41 ( 65 ) 75,354

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

government agency securities 12,950 17 — 12,967

Asset-backed securities 23,233 9 ( 35 ) 23,207

government agency securities 12,697 — ( 56 ) 12,641

Commercial paper 11,178 3 ( 1 ) 11,180

Totals $ 258,184 $ 60 $ ( 510 ) $ 257,734

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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

Totals $ 291,458 $ 270 $ ( 28 ) $ 291,700

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

September 30, 2025

The following table presents available-for-sale securities by contractual maturity date as of March 31, 2026 (in thousands):

March 31, 2026

Amortized Cost Estimated Fair Value

Due in one year or less

$ 137,988 $ 137,951

Due after one year

Total $ 176,546 $ 176,773

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

These twelve marketable securities have all been in a gross unrealized loss position for less than one year.

Based on a review of these marketable securities, the Company believes none of the unrealized loss is the result of a credit loss as of September 30, 2025, because the Company does not intend to sell these securities prior to their maturity, and it is unlikely that the Company will be required to sell these securities before the recovery of their amortized cost basis.

96,075 95,662

$ 234,063 $ 233,613

As of March 31, 2026, ninety of the Company's marketable securities with a fair market value of $ 162.9 million were in a gross unrealized loss position due to the timing of their acquisition compared to their respective maturity date.

These ninety marketable securities have all been in a gross unrealized loss position for less than one year.

Based on a review of these marketable securities, the Company believes none of the unrealized loss is the result of a credit loss as of March 31, 2026, because the Company does not intend to sell these securities prior to their maturity, and it is unlikely that the Company will be required to sell these securities before the recovery of their amortized cost basis.

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

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

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

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

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

Preferred Stock Warrants Liability

Balance at December 31, 2023 $ 871

Change in fair value 1,047

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

Balance at September 30, 2024 $ —

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

risk free interest rate ( 4.3 % - 4.4 %), expected term ( 3.6 - 4.1 years), dividend yield ( 0.0 %), volatility ( 103.0 % - 104.0 %) and exercise price ($ 10.64 per common share).

No fair value liabilities exist as of September 30, 2025.

Upon completion of the Merger, the preferred stock warrants became exercisable into shares of common stock and will no longer continue to be remeasured at each reporting date.

Refer to Note 2 for further discussion on the valuation of the preferred stock warrants liability.

Accrued interest receivable on marketable securities was $ 2.1 million at both March 31, 2026 and December 31, 2025, and was recorded within prepaid expenses and other current assets in the condensed consolidated balance sheets.

The Company did not write off any accrued interest receivables for the three months ended March 31, 2026 and 2025.

The Company did not transfer any assets measured at fair value on a recurring basis between levels during the three months ended March 31, 2026 and 2025.

Equity investment without a readily determinable fair value

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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.

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

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

There were no upward or downward adjustments to the carrying value of the Company's investment without a readily determinable fair value during the three months ended March 31, 2026 and 2025.

Inventory consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Current assets:

Raw materials $ 2,243 $ 2,761

Work in process 387 —

Finished goods 868 175

Inventory, current 3,498 2,936

Non-current assets:

Raw materials 1,252 1,339

Inventory, non-current 1,252 1,339

Total inventory $ 4,750 $ 4,275

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

September 30, 2025 December 31,

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

March 31, 2026 December 31, 2025

Sales, general and administrative accrued expenses $ 8,365 $ 7,649

Research and development accrued expenses 2,775 808

Operating lease liability, current portion 493 567

Accrued payroll and related expenses 4,017 7,016

Accrued inventory purchases 1,594 1,748

Other accrued liabilities 465 142

Operating lease liability, current portion 436 465

Total accrued liabilities $ 14,877 $ 17,020

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Commencing on April 1, 2022, LENZ OpCo entered into a lease agreement for office space in Del Mar, California, which was subsequently amended to expand the office space leased and extend the term (the “Del Mar lease”).

The Del Mar lease expired in March 2026.

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

As of September 30, 2025, the weighted average remaining lease term was 1.9 years, and the weighted average discount rate used to determine the right-of-use assets and corresponding operating lease liabilities was 7.7 %.

As of March 31, 2026, the remaining lease term was 1.5 years, and the discount rate used to determine the right-of-use assets and corresponding operating lease liabilities was 7.8 %.

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

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

Maturities of the Company's operating lease liabilities as of March 31, 2026 are as follows (in thousands):

Total undiscounted lease payments 716

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Operating lease liabilities $ 673

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

Rent expense for each of the three months ended March 31, 2026 and 2025 was $ 0.1 million.

Legal Proceedings

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

As of September 30, 2025 and December 31, 2024, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

As of March 31, 2026 and December 31, 2025, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Stockholders' Equity

Convertible Preferred Stock

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.

Prior to the closing of the Merger, LENZ OpCo had authorized two series of common stock, designated Class A common stock and Class B convertible common stock, and there were 11,838,624 and 11,668,867 issued and oustanding shares of Class A common stock, respectively.

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

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.

Additionally, at the closing of the Merger, 2,744,184 shares of Class B convertible common stock were exchanged for 554,843 shares of Graphite's common stock.

At the closing of the Merger on March 21, 2024, legacy Graphite stockholders held 8,320,485 shares of common stock.

Concurrent with the closing of the Merger on March 21, 2024, the Company completed the March 2024 PIPE Financing of 3,559,565 shares for an aggregate purchase price of $ 53.5 million.

On July 14, 2024, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) for a private placement with Ridgeback Capital Investment, L.P.

(“July 2024 PIPE Financing”).

Pursuant to the Purchase Agreement, the Company agreed to sell 1,578,947 shares of the Company’s common stock, par value $ 0.00001 per share, at a purchase price of $ 19.00 per share.

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

The July 2024 PIPE Financing closed on July 17, 2024.

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

Other than the special dividend paid by Graphite immediately prior to the close of the Merger, no dividends have been declared or paid by the Company through March 31, 2026.

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.

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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.

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

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

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

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

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

Other than the special dividend paid by Graphite immediately prior to the close of the Merger, no dividends have been declared or paid by the Company through September 30, 2025, and any such dividends are not cumulative.

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.

As of December 31, 2025, the Company had fully utilized the entire capacity under the Sales Agreement.

Common stock reserved for future issuance consist of the following:

September 30, 2025

March 31, 2026

Common stock options granted and outstanding 4,755,322

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Shares available for issuance under the ESPP 804,510

Warrants to purchase common stock 164,252

Restricted stock units granted and outstanding 197,778

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.

In February 2024, prior to expiration, the holder exercised 470,000 warrants, resulting in $ 0.1 million of proceeds.

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

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.

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

In connection with the Merger, the Series A preferred stock warrants were converted to 164,676 common stock warrants of the Company at an exercise price of $ 10.64 , and were subsequently reclassified to stockholders’ equity at their fair value of $ 1.9 million.

Common stock warrants outstanding 163,769

Share-Based Compensation

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Cost of sales $ 25 $ —

Selling, general and administrative 4,294 1,902

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

The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss

per share attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect:

September 30,

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:

Common stock options granted and outstanding 4,755,322 3,716,173

Warrants to purchase common stock 164,252 164,676

Restricted stock units granted and outstanding 197,778 29,740

ESPP shares to be purchased 18,694 —

Common stock warrants outstanding 163,769 164,676

ESPP shares pending purchase 18,343 6,194

Total 5,135,212 3,916,783

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

In addition, the Company received $ 5.0 million upon submission of the NDA for LNZ100 (commercially known as VIZZ in the U.S.) 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, thus variable consideration related to the remaining milestone payments was fully constrained as of September 30, 2025.

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

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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.

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

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

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

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.

No contractual milestones were met under the CORXEL License during the three months ended March 31, 2026 or 2025.

Lotus Pharmaceutical Co., LTD.

License and Commercialization Agreement

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

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

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.

The sales-based royalty fee qualifies for the royalty constraint

exception and does not require an estimate of the future transaction price.

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

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

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

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

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

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 foreign tax credit.

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

No regulatory or sales milestones were met under the Lotus License during the three months ended March 31, 2026.

Laboratoires Théa License and Commercialization Agreement

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

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.

1 unchanged sentence

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

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

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

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 three months ended March 31, 2026.

Lunatus Global Medical Supplies Distribution Agreement

On January 2, 2026, the Company entered into a distribution agreement appointing an exclusive distributor for VIZZ in the United Arab Emirates, Kingdom of Saudi Arabia, Kuwait, Qatar, Bahrain, Oman, Jordan, Lebanon, and Iraq (collectively, the “Middle East”) (the “Lunatus License”).

Under the terms of the Lunatus License, the Company received a nonrefundable, non-creditable upfront payment and is eligible to receive regulatory and commercial milestone payments and a per unit fee for each unit sold to Lunatus for distribution in the Middle East, pending regulatory approval.

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

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

The transaction price allocated to that single performance obligation was recognized upon transfer of the Lunatus License during the three months ended March 31, 2026.

No other regulatory or sales milestones were met under the Lunatus License during the three months ended March 31, 2026.

Related Party Transactions

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 September 2023 to provide manufacturing services.

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

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

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

The Company had no amounts and $ 0.1 million due to the vendor within accounts payable as of September 30, 2025 and December 31, 2024, respectively.

Accordingly, the Company considers the vendor to

be a related party.

Fees incurred for services performed by the vendor for the three months ended March 31, 2026 and 2025 were $ 0.1 million and $ 0.3 million, respectively.

Fees incurred were charged to selling, general and administrative expenses for the three months ended March 31, 2026 and research and development expenses for the three months ended March 31, 2025.

The Company had $ 0.1 million due to the vendor within accounts payable at both March 31, 2026 and December 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements