What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-11 · 148 added, 92 removed, 526 unchanged (31% of the section changed)

3 unchanged sentences

(in thousands, except for shares and par value)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

13 unchanged sentences

Accrued liabilities 9,779 17,020

Deferred revenue 785 —

Total current liabilities 17,212 21,187

4 unchanged sentences

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

10,000,000 shares authorized at June 30, 2026 and December 31, 2025;

no shares issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, par value of $ 0.00001 per share;

300,000,000 shares authorized;

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

31,416,892 and 31,344,782 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 520,437 511,237

7 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

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

2026 2025 2026 2025

Product sales, net $ 1,736 $ — $ 3,387 $ —

7 unchanged sentences

Loss from operations ( 34,172 ) ( 16,857 ) ( 78,307 ) ( 33,788 )

Other income:

Other income (expense) 3 ( 11 )

Other (expense) income:

Other (expense) income ( 13 ) 199 ( 10 ) 188

Interest income 2,270 2,246 4,914 4,569

Total other income, net 2,257 2,445 4,904 4,757

Net loss before income taxes ( 31,915 ) ( 14,412 ) ( 73,403 ) ( 29,031 )

Income tax expense 3 500 3 500

Net loss $ ( 31,918 ) $ ( 14,912 ) $ ( 73,406 ) $ ( 29,531 )

18 unchanged sentences

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

Unrealized loss on marketable securities — — — — ( 179 ) ( 179 )

Share-based compensation — — 4,472 — — 4,472

Issuance of common stock under employee stock purchase plan 62,498 — 395 — — 395

Net loss — — — ( 31,918 ) — ( 31,918 )

Balance as of June 30, 2026 31,416,892 $ 1 $ 520,437 $ ( 300,547 ) $ ( 629 ) $ 219,262

Stockholders' Equity

8 unchanged sentences

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

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

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

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

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

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

Exercise of stock warrant 271 — — — — —

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

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

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

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

4 unchanged sentences

Accretion of discounts and amortization of premiums on marketable securities, net ( 447 ) ( 2,022 )

Gain on long-term investments — ( 204 )

Write-off of nonsalable inventory 414 —

6 unchanged sentences

Accrued liabilities ( 7,224 ) 1,487

Deferred revenue 785 —

Operating lease liabilities, net ( 32 ) —

7 unchanged sentences

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 14 240

Proceeds from issuance of common stock under employee stock purchase plan 395 225

Net cash provided by financing activities 409 26,532

Net (decrease) increase in cash, cash equivalents and restricted cash ( 971 ) 17,450

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

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

Cash, cash equivalents and restricted cash, end of the period $ 24,208 $ 37,722

Supplemental cash flow information

Property and equipment included in accounts payable $ — $ 225

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

10 unchanged sentences

(“LENZ OpCo”), previously named Lenz Therapeutics, Inc., which became a corporation in Delaware on October 28, 2020 upon the filing of a Certificate of Conversion to convert Presbyopia Therapies, LLC, a Delaware limited liability company (formed in September 2013), to a Delaware corporation.

Additionally, the Company has a wholly owned subsidiary, LENZ Netherlands B.V., which was incorporated in the Netherlands on October 9, 2025.

Reverse Merger Transaction

1 unchanged sentence

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.

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.

Through June 30, 2026, the Company has devoted substantially all of its efforts to product development, pre-commercial and commercial activities following the FDA approval of VIZZ in July 2025.

The Company 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 March 31, 2026, had an accumulated deficit of $ 268.6 million.

The Company has experienced net losses since its inception and, as of June 30, 2026, had an accumulated deficit of $ 300.5 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.

1 unchanged sentence

Such activities are subject to significant risks and uncertainties.

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.

As of June 30, 2026, the Company had cash, cash equivalents, and marketable securities of $ 220.0 million, which is available to fund future operations.

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

17 unchanged sentences

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.

For the three and six months ended June 30, 2026, three of the Company's wholesaler customers each individually accounted for more than 10% of total product sales.

On a combined basis, these wholesaler customers accounted for 39 % and 41 % of product sales for the three and six months ended June 30, 2026, respectively.

As of June 30, 2026 and December 31, 2025, three of the Company's wholesaler customers each exceeded 10% of gross accounts receivable.

These customers accounted for approximately 54 % and 44 % of gross accounts receivable on a combined basis at June 30, 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.

9 unchanged sentences

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

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

As of June 30, 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.

8 unchanged sentences

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

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

Based on a review of these marketable securities, the Company concluded none of the unrealized loss is the result of a credit loss as of June 30, 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.

Accounts receivable consisted of amounts due from the Company's product sales customers, which includes pharmaceutical wholesalers and patients who purchased VIZZ through our ePharmacy 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.

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

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

2 unchanged sentences

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.

The Company did not record a reserve for estimated credit losses during the three and six months ended June 30, 2026.

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

6 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.

There were no inventory write-downs during the three months ended June 30, 2026.

During the six months ended June 30, 2026, the Company recorded an inventory write-down of $ 0.3 million due to inventory that fell out-of-specification in transit.

The Company subsequently received $ 0.3 million of insurance proceeds during the three months ended June 30, 2026 related to this inventory write-down.

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.

As such, subsequent to regulatory approval, 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 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.

4 unchanged sentences

The cost of long-term investments include the purchase price, and are adjusted to fair value based on any observable changes in market value or any impairment losses.

The Company had one long-term equity investment which was classified as a non-current asset in the condensed consolidated balance sheets, as the Company had no intent to sell or dispose of the long-term investment within one year of the balance sheet date.

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

asset in the condensed consolidated balance sheets, as the Company had no intent to sell or dispose of the long-term investment within one year of the balance sheet date.

Equity investments without a readily determinable fair value are remeasured from time to time based on observable price changes in orderly transactions for an identical or similar investment.

29 unchanged sentences

Research and development costs are expensed as incurred.

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

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

Payments made prior to the receipt of goods or services to be used in research and development are capitalized, evaluated for current or long-term classification, and included in prepaid expenses and other current assets or other assets in the condensed consolidated balance sheets based on when the goods are received or the services are expected to be received or consumed, and recognized in research and development expenses when they are incurred.

5 unchanged sentences

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

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.

The Company’s Phase 3 CLARITY trials were substantially completed in March 2024, and as of June 30, 2026, the Company had no ongoing clinical trials.

Share-Based Compensation

28 unchanged sentences

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

The Company has no accruals for interest or penalties in the condensed consolidated balance sheets as of March 31, 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.

The Company has no accruals for interest or penalties in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 and has not recognized interest or penalties in the condensed consolidated statements of operations for the three and six months ended June 30, 2026 or 2025.

Revenue Recognition

5 unchanged sentences

and (v) recognition of revenue.

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

Revenue for the three and six months ended June 30, 2026 consisted of sales of VIZZ, as well as upfront and milestone payments related to license agreements.

Product Sales, Net

3 unchanged sentences

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.

its customers) through the Company’s ePharmacy partner.

For both the wholesaler and ePharmacy 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.

5 unchanged sentences

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.

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:

2 unchanged sentences

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.

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.

28 unchanged sentences

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).

been allocated has been satisfied (or partially satisfied).

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

3 unchanged sentences

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.

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

2 unchanged sentences

Advertising costs are expensed as incurred.

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.

For the three and six months ended June 30, 2026, advertising costs totaled $ 11.4 million and $ 25.6 million, respectively.

There were no advertising costs for the three and six months ended June 30, 2025.

Net Loss Per Share

16 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Product sales, net $ 1,736 $ — $ 3,387 $ —

3 unchanged sentences

Cost of sales (1)

252 — 1,303 —

Sales and marketing expenses (1)

29,262 7,057 62,340 11,963

General and administrative expenses (1)

5,672 3,621 13,260 7,926

Research and development expenses (1)

— 8,334 — 13,499

Share-based compensation expense 4,472 2,845 8,791 5,400

1 unchanged sentence

Loss from operations ( 34,172 ) ( 16,857 ) ( 78,307 ) ( 33,788 )

Other income:

Other income (expense) 3 ( 11 )

Other (expense) income:

Other (expense) income ( 13 ) 199 ( 10 ) 188

Interest income 2,270 2,246 4,914 4,569

Net loss before income taxes ( 31,915 ) ( 14,412 ) ( 73,403 ) ( 29,031 )

Income tax expense 3 500 3 500

Net loss $ ( 31,918 ) $ ( 14,912 ) $ ( 73,406 ) $ ( 29,531 )

19 unchanged sentences

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.

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.

None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.

2 unchanged sentences

Total Level 1 Level 2 Level 3

At March 31, 2026:

At June 30, 2026:

Cash equivalents

21 unchanged sentences

The following table presents the amortized cost and estimated fair market value of our cash equivalents and marketable securities as of the dates presented (in thousands):

March 31, 2026

June 30, 2026

Amortized Cost Gross

8 unchanged sentences

Commercial paper 4,126 — ( 2 ) 4,124

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

Total $ 219,990 $ 11 $ ( 640 ) $ 219,361

December 31, 2025

10 unchanged sentences

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 March 31, 2026 (in thousands):

March 31, 2026

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

The following table presents available-for-sale securities by contractual maturity date as of June 30, 2026 (in thousands):

June 30, 2026

Amortized Cost Estimated Fair Value

4 unchanged sentences

$ 196,424 $ 195,795

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.

As of June 30, 2026, ninety of the Company's marketable securities with a fair market value of $ 163.8 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.

Based on a review of these marketable securities, the Company believes none of the unrealized loss is the result of a credit loss as of June 30, 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 $ 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.

Accrued interest receivable on marketable securities was $ 1.7 million and $ 2.1 million at June 30, 2026 and December 31, 2025, respectively, 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 and six months ended June 30, 2026 and 2025.

The Company did not transfer any assets measured at fair value on a recurring basis between levels during the six months ended June 30, 2026 and 2025.

Equity investment without a readily determinable fair value

3 unchanged sentences

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.

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 and six months ended June 30, 2026.

During the three and six months ended June 30, 2025, the Company recorded an upward adjustment of $ 0.2 million and no downward adjustments, respectively, to the carrying value of the Company’s investment without a readily determinable fair value.

Inventory consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

9 unchanged sentences

Accrued liabilities consist of the following (in thousands):

March 31, 2026 December 31, 2025

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

June 30, 2026 December 31, 2025

Accrued payroll and related expenses $ 4,553 $ 7,016

Sales, general and administrative accrued expenses 3,614 7,649

Accrued inventory purchases 785 1,748

Other accrued liabilities 465 142

Operating lease liability, current portion 447 465

Other accrued liabilities 380 142

Total accrued liabilities $ 9,779 $ 17,020

4 unchanged sentences

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

As of March 31, 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 %.

As of June 30, 2026, the remaining lease term was 1.3 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 March 31, 2026 are as follows (in thousands):

Maturities of the Company's operating lease liabilities as of June 30, 2026 are as follows (in thousands):

Total undiscounted lease payments 599

1 unchanged sentence

Operating lease liabilities $ 569

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

Rent expense for the three months ended June 30, 2026 and 2025 was $ 0.1 million, and $ 0.2 million and $ 0.3 million for the six months ended June 30, 2026 and 2025, respectively.

Legal Proceedings

From time to time, the Company may be subject to legal proceedings and claims arising in the ordinary course of business.

The Company is not currently a party to or aware of any proceedings that it believes will have, individually or in the aggregate, a material adverse effect on it's business, financial condition or results of operations.

The Company is not currently a party to or aware of any proceedings that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations.

Indemnifications

3 unchanged sentences

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

As of 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.

As of June 30, 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

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.

Other than the special dividend paid by Graphite immediately prior to the close of the Merger, no dividends have been declared or paid by the Company through June 30, 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.

5 unchanged sentences

Common stock reserved for future issuance consist of the following:

March 31, 2026

June 30, 2026

Common stock options granted and outstanding 4,932,374

5 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Cost of sales $ 28 $ — $ 53 $ —

12 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”).

Everest Medicines License and Collaboration Agreement

In April 2022, the Company entered into a license and collaboration agreement providing an exclusive license (the “Everest License,” formerly referred to as the “CORXEL License” and 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 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 June 2026, Everest Medicines entered into an Asset Purchase Agreement with CORXEL Pharmaceuticals to acquire the rights to develop, manufacture, and commercialize VIZZ in Greater China.

The Company received nonrefundable, non-creditable upfront payments totaling $ 15.0 million as initial consideration under the Everest License, which represents the transaction price at inception.

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.

1 unchanged sentence

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 March 31, 2026.

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

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 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 contractual milestones were met under the CORXEL License during the three months ended March 31, 2026 or 2025.

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

The $ 15.0 million transaction price allocated to that single performance obligation was recognized on completion of the transfer of the Everest License during the year ended December 31, 2022.

During the year ended December 31, 2025, the first regulatory milestone under the Everest 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 Everest 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 contractual milestones were met under the Everest License during the three and six months ended June 30, 2026 or 2025.

In June 2026, Everest Medicines entered into an Asset Purchase Agreement with CORXEL Pharmaceuticals to acquire the rights to develop, manufacture, and commercialize VIZZ in Greater China.

As part of this agreement, the rights and obligations and certain related ancillary agreements under the Everest License entered into by CORXEL Pharmaceuticals in April 2022 were assigned and transferred to Everest Medicines.

The Company is eligible to receive additional sublicense payments associated with regulatory and sales milestones under the Asset Purchase Agreement, including a $ 1.3 million

upfront payment, for which the Company recognized license revenue during the three months ended June 30, 2026 upon execution of the Asset Purchase Agreement.

The related receivable is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets as of June 30, 2026, and payment was received in July 2026.

Lotus Pharmaceutical Co., LTD.

1 unchanged sentence

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.

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.

4 unchanged sentences

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 March 31, 2026.

No regulatory or sales milestones were met under the Lotus License during the three and six months ended June 30, 2026 or 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.

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 $ 2.5 million upon submission of the New Drug Submission (“NDS”) for VIZZ to Health Canada.

The Company is also eligible to receive an additional $ 65.0 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.

2 unchanged sentences

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.

During the three months ended June 30, 2026, the first regulatory milestone under the Théa License was achieved upon submission of the NDS for VIZZ to Health Canada, resulting in the recognition of $ 2.5 million in license revenue.

The related receivable is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets as of June 30, 2026, and payment was received in July 2026.

No other regulatory or sales milestones were met under the Théa License during the three and six months ended June 30, 2026.

Lunatus Global Medical Supplies Distribution Agreement

1 unchanged sentence

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.

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

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.

No other regulatory or sales milestones were met under the Lunatus License during the three and six months ended June 30, 2026.

Arrotex Pharmaceuticals Pty Ltd License and Commercialization Agreement

On June 24, 2026, the Company entered into a license and commercialization agreement providing an exclusive license (the “Arrotex License”) to register and commercialize VIZZ for the treatment of presbyopia in Australia and New Zealand.

Under the terms of the agreement, the Company received a nonrefundable, non-creditable upfront payment of $ 1.0 million.

The Company determined that the agreement includes consideration payable to a customer, which reduced the transaction price at inception.

The Company is also eligible to receive a mid double-digit profit share of gross margin on future net sales in Australia and New Zealand.

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

The sales-based share of gross margin is considered variable consideration and will be recognized as revenue as such sales occur, if any.

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

As of June 30, 2026, the Company’s contract liability associated with the Arrotex License was $ 0.8 million, representing consideration received for which the performance obligation had not yet been satisfied.

Such performance obligation was satisfied in July 2026, at which time the Company recognized revenue of $ 0.8 million associated with the transaction price.

Related Party Transactions

1 unchanged sentence

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.

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.

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

Fees incurred for services performed by the vendor for the three months ended June 30, 2026 and 2025 were immaterial and $ 0.4 million, respectively, and $ 0.1 million and $ 0.7 million for the six months ended June 30, 2026 and 2025, respectively.

Fees were charged to selling, general and administrative expenses for the three and six months ended June 30, 2026 and research and development expenses for the three and six months ended June 30, 2025.

The Company had no amounts and $ 0.1 million due to the vendor within accounts payable as of June 30, 2026 and December 31, 2025, respectively.

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

What changed 10-Q

Item 1. Financial Statements