LENZ Therapeutics, Inc. 10-Q

Item 1. Financial Statements. LENZ THERAPEUTICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for shares and par value) June 30, 2026 December 31, 2025 (unaudited) Assets Current assets: Cash and cash equivalents $ 24,208 $ 25,179 Marketable securities 195,795 267,168 Accounts receivable, net 442 329 Inventory 4,121 2,936 Prepaid expenses and other current assets 8,716 5,800 Total current assets 233,282 301,412 Property and equipment, net 1,002 1,189 Operating lease right-of-use asset 521 734 Other assets 1,791 2,541 Total assets $ 236,596 $ 305,876 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 6,648 $ 4,167 Accrued liabilities 9,779 17,020 Deferred revenue 785 — Total current liabilities 17,212 21,187 Operating lease liability, net 122 350 Total liabilities 17,334 21,537 Commitments and contingencies (Note 6) Stockholders' equity: Preferred stock, par value of $ 0.00001 per share; 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; 31,416,892 and 31,344,782 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 1 1 Additional paid-in capital 520,437 511,237 Accumulated deficit ( 300,547 ) ( 227,141 ) Accumulated other comprehensive (loss) income ( 629 ) 242 Total stockholders’ equity 219,262 284,339 Total liabilities and stockholders’ equity $ 236,596 $ 305,876 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Contents LENZ THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue: Product sales, net $ 1,736 $ — $ 3,387 $ — License revenue 3,750 5,000 4,000 5,000 Total revenue 5,486 5,000 7,387 5,000 Operating expenses: Cost of sales 280 — 1,356 — Selling, general and administrative 39,378 12,796 84,338 23,909 Research and development — 9,061 — 14,879 Total operating expenses 39,658 21,857 85,694 38,788 Loss from operations ( 34,172 ) ( 16,857 ) ( 78,307 ) ( 33,788 ) 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 ) Other comprehensive loss: Unrealized loss on marketable securities ( 179 ) ( 85 ) ( 871 ) ( 158 ) Comprehensive loss $ ( 32,097 ) $ ( 14,997 ) $ ( 74,277 ) $ ( 29,689 ) Net loss per share, basic and diluted $ ( 1.02 ) $ ( 0.53 ) $ ( 2.34 ) $ ( 1.06 ) Weighted-average common shares outstanding, basic and diluted 31,374,311 28,079,071 31,363,566 27,804,112 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents LENZ THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) (unaudited) Stockholders' Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Stockholders' Equity Shares Amount Balance as of December 31, 2025 31,344,782 $ 1 $ 511,237 $ ( 227,141 ) $ 242 $ 284,339 Exercise of stock options 2,698 — 14 — — 14 Unrealized loss on marketable securities — — — — ( 692 ) ( 692 ) Vesting of restricted stock units 6,914 — — — — — Share-based compensation — — 4,319 — — 4,319 Net loss — — — ( 41,488 ) — ( 41,488 ) 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 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 Exercise of stock options 11,630 — 44 — — 44 Unrealized loss on marketable securities — — — — ( 73 ) ( 73 ) Vesting of early exercised stock options 5,594 — 19 — — 19 Share-based compensation — — 2,555 — — 2,555 Net loss — — — ( 14,619 ) — ( 14,619 ) 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 3 Table of Contents The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents LENZ THERAPEUTICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities Net loss $ ( 73,406 ) $ ( 29,531 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 221 55 Loss on impairment of operating right-of-use assets and related property and equipment — 82 Accretion of discounts and amortization of premiums on marketable securities, net ( 447 ) ( 2,022 ) Gain on long-term investments — ( 204 ) Write-off of nonsalable inventory 414 — Share-based compensation expense 8,791 5,400 Changes in operating assets and liabilities: Accounts receivable, net ( 113 ) — Inventory ( 870 ) — Prepaid expenses and other current assets ( 2,916 ) ( 1,196 ) Accounts payable 2,481 ( 1,628 ) Accrued liabilities ( 7,224 ) 1,487 Deferred revenue 785 — Operating lease liabilities, net ( 32 ) — Other assets 21 — Net cash used in operating activities ( 72,295 ) ( 27,557 ) Cash flows from investing activities Purchases of marketable securities ( 23,430 ) ( 91,385 ) Proceeds from maturities of marketable securities 94,379 110,210 Purchases of property and equipment ( 34 ) ( 350 ) Net cash provided by investing activities 70,915 18,475 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, 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. 5 Table of Contents LENZ THERAPEUTICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Organization and Liquidity Description of the Business LENZ Therapeutics, Inc. (“LENZ” or the “Company”) is a commercial pharmaceutical company focused on the development and commercialization of innovative therapies to improve vision. On July 31, 2025, the United States (“U.S.”) Food and Drug Administration (“FDA”) approved VIZZ ® (aceclidine ophthalmic solution) 1.44%, formerly known as LNZ100, the first and only FDA-approved aceclidine-based eye drop for the treatment of presbyopia in adults. The Company, formerly known as Graphite Bio, Inc. (“Graphite”), was incorporated in Ontario, Canada in June 2017 as Longbow Therapeutics Inc., and was reincorporated in the State of Delaware in October 2019. The Company has a wholly owned subsidiary, LENZ Therapeutics Operations, Inc. (“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 On March 21, 2024, Graphite and LENZ OpCo completed a merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”) dated November 14, 2023, pursuant to which, among other matters, Generate Merger Sub, Inc., a wholly-owned subsidiary of Graphite, merged with and into LENZ OpCo, with LENZ OpCo surviving the merger as the surviving corporation and a wholly-owned subsidiary of Graphite (the “Merger”). 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. Liquidity 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 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. 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 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. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements were prepared based on the accrual method of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and its cash flows for the periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period. All intercompany accounts and transactions have been eliminated in consolidation. 6 Table of Contents 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 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 Credit Risk 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 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. Major Manufacturers and Suppliers The Company depends on outsourced manufacturing for the production of VIZZ for commercial use. The Company has agreements with third-party manufacturers and suppliers that are approved for the commercial production of VIZZ and the supply of the active pharmaceutical ingredient in VIZZ, respectively. Although there are potential sources of supply other than the Company’s existing manufacturers and suppliers, any new supplier would be required to qualify under applicable regulatory requirements. The loss of certain manufacturers and third-party suppliers could result in a temporary disruption of the commercialization efforts for VIZZ. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash primarily in traditional checking and savings accounts and money market funds with a financial institution. Marketable Securities The Company classifies marketable securities as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore classified all marketable securities with maturity dates beyond three months at the date of purchase as current assets in the accompanying condensed consolidated balance sheets. As of June 30, 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 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, corporate debt securities and asset-backed securities. Available-for-sale securities are classified as marketable securities on the Company's condensed consolidated balance sheets. 7 Table of Contents 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 a reduction in value is a result of other factors, losses are recognized within comprehensive loss unless either the Company intends to sell the security or it is more likely than not the Company will be required to sell the security. Based on a review of these marketable securities, the Company concluded none of the unrealized loss is the result of a credit loss as of June 30, 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 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 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. 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 and six months ended June 30, 2026. Prior to the FDA approval of VIZZ, the Company had no accounts receivable associated with product sales. Inventory Inventory is valued at the lower-of-cost or net realizable value, with cost determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory that is not expected to be sold or used within one year is classified as non-current within other assets in the condensed balance sheets. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period, and adjusts the value for any excess and obsolete inventory to net realizable value in the period in which any impairment is first identified. Any such impairment charge is recorded as a component of cost of sales in the condensed statements of operations and comprehensive loss. The determination of whether inventory costs will be realizable requires estimates by management. If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required. 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, 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. 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. Long-term Investment Long-term investments without a readily determinable fair value are accounted for using the cost method. The cost method is applied when there is no active market for the investment, thus the fair value cannot be reliably determined. The cost of long-term investments include the purchase price, and are adjusted to fair value based on any observable changes in market value or any impairment losses. The Company had one long-term equity investment which was classified as a non-current 8 Table of Contents 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. Changes in fair value due to observable price changes are recorded as other income (expense) in the condensed consolidated statements of operations and comprehensive loss in the period in which they occur. Impairment of long-term investments is assessed periodically or whenever there are indicators of potential impairment. An impairment loss is recognized if the carrying amount of the investment exceeds its recoverable amount. The recoverable amount is determined based on the higher of the investment's fair value less costs to sell or its value in use. Any impairment losses are recognized in the condensed consolidated statements of operations and comprehensive loss as an expense in the period in which they occur. Allowance for Credit Losses For available-for-sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or if it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For available-for-sale securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. 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. 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. The Company excludes the applicable accrued interest from both the fair value and amortized cost basis of available-for-sale securities for purposes of identifying and measuring an impairment. Accrued interest receivable on available-for-sale securities is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets. The Company’s accounting policy is to not measure an allowance for credit loss for accrued interest receivable and to write-off any uncollectible accrued interest receivable as a reversal of interest income in a timely manner, which is considered to be in the period in which it’s determined the accrued interest will not be collected. Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether it conveys the right to control the use of an identified asset in exchange for consideration. If a lease is identified, classification is determined at lease commencement. To date, all of the Company’s leases have been determined to be operating leases. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the estimated interest rate that the Company would have to pay to borrow on a collateralized basis, an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are determined based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. The operating lease ROU asset also includes impairment charges if the Company determines the ROU asset is impaired. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Operating lease expenses are recognized, and the ROU assets are amortized on a straight-line basis over the lease term. Sublease income, if any, is recognized on a straight-line basis over the sublease term as a reduction to the Company's operating lease cost within general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. The Company has elected not to separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The Company has elected not to recognize leases with terms of one year or less on the condensed consolidated balance sheets. Research and Development Expenses and Related Prepaid Assets and Accrued Liabilities 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 9 Table of Contents 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. The Company is required to estimate expenses resulting from its obligations under contracts with vendors, service providers and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in cash flows that do not match the periods over which materials or services are provided. The Company estimates and records accrued expenses for the related research and development activities based on the level of services performed but not yet invoiced pursuant to agreements established with its service providers, according to the progress of clinical trials or related activities, and discussions with applicable personnel and service providers as to the progress or state of consummation of goods and services. During the course of a clinical trial, the rate of expense recognition is adjusted if actual results differ from the Company’s estimates. Management estimates accrued expenses as of each balance sheet date in its condensed consolidated financial statements based on the facts and circumstances known at that time. 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 as of June 30, 2026, the Company had no ongoing clinical trials. Share-Based Compensation The Company maintains equity incentive plans as a long-term incentive for employees, directors, and non-employee service providers. All share-based payments to employees and directors, including grants of incentive stock options, nonqualified stock options, restricted stock awards, unrestricted stock awards, or restricted stock units, are recognized as expense based on their grant date fair values. T he Company recognizes expense on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. Stock-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss based on the function to which the related services are provided. The Company has elected to account for forfeitures as they occur. Stock Options The Company estimated the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions. A discussion of management’s methodology for developing the assumptions used in the valuation model follows: Fair Value of Common Stock —The Company used the closing stock price on the grant date to determine the grant date fair value, adjusted for special dividends, if any. Expected Dividend Yield —The expected dividend yield is based on the Company’s historical and expected dividend payouts. The Company has historically paid no dividends, other than the special dividend paid by Graphite immediately prior to the close of the Merger, and does not anticipate dividends to be paid in the future. Expected Equity Volatility —The Company used an average volatility for comparable publicly-traded biopharmaceutical companies over a period equal to the expected term of the stock award grant as the Company does not yet have sufficient historical trading history for its own stock. Risk-Free Interest Rate —The risk-free interest rate was based on a United States Treasury instrument whose term is consistent with the expected term of the stock options. Expected Term —The Company used the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. 10 Table of Contents Restricted Stock Units For restricted stock units that vest subject to the satisfaction of a service requirement, the related expense was recognized on a straight-line basis over each award’s actual or implied vesting period. The Company used the closing stock price on the grant date to determine the grant date fair value. Income Taxes The Company uses the asset and liability method of accounting for income taxes. 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 expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Because of the uncertainty of the realization of deferred tax assets, the Company has recorded a valuation allowance against its net deferred tax assets. Liabilities are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. The Company’s policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense. The Company has no accruals for interest or penalties in the condensed consolidated balance sheets as of June 30, 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 The Company evaluates its revenue agreements in accordance with FASB ASC 606, Revenue from Contracts with Customers (ASC 606). ASC 606 requires a five-stage approach, including (i) identification of the contract; (ii) identification of performance obligations; (iii) determination of the transaction price; (iv) allocation of the transaction price; and (v) recognition of revenue. 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 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 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. 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 11 Table of Contents 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; (ii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iii) royalties on net sales of licensed products. As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation(s). The stand-alone selling price may include items such as forecasted revenue, development timelines, discount rates, and probabilities of technical and regulatory success. We evaluate each performance obligation to determine if it can be satisfied at a point in time, or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. 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. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Milestone Payments: At the inception of each arrangement that includes milestone payments (variable consideration), we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price. If it is probable that a milestone event would occur at the inception of an arrangement, the associated milestone value is included in the transaction price. Milestone payments that are contingent upon the achievement of events that are uncertain or not controllable, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received, and therefore not included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each reporting period, we evaluate the probability of achievement of such milestones and any related constraint(s), and if necessary, may adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which could affect license or other revenue and earnings in the period of adjustment. Royalties: 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 12 Table of Contents 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 Selling, general and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation, related to the Company’s executive, finance, business development, sales and marketing, human resources, and other corporate functions. Selling, general and administrative expenses also include sales and marketing costs to support the Company's commercial operations, consulting fees, legal services, rent and other facilities costs, and other general operating expenses not otherwise classified as research and development expenses. Advertising costs are expensed as incurred. For the three and 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 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 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 from all sources other than investments by or distributions to stockholders. The Company’s other comprehensive income (loss) is the result of unrealized gains and losses on marketable securities. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer acts as the CODM. The CODM views the Company’s operations and manages its business as one operating segment operating exclusively in the United States. The Company’s singular focus is on the development and commercialization of innovative therapies to improve vision, and has generated limited revenue since inception. The CODM utilizes consolidated net loss to monitor budgeted versus actual results, and to assess the overall financial performance and operational efficiency of the business. The CODM manages and allocates resources to the operations of the Company on an entity-wide basis using net loss as the primary performance measure. Asset information provided to the CODM is consistent with those reported on the condensed consolidated balance sheets and are attributable to the United States. The table below shows a reconciliation of the Company's net loss, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP, to the Company's total consolidated net loss in the condensed consolidated statements of operations: 13 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue: Product sales, net $ 1,736 $ — $ 3,387 $ — License revenue 3,750 5,000 4,000 5,000 Total revenue 5,486 5,000 7,387 5,000 Operating expenses: 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 Total operating expenses 39,658 21,857 85,694 38,788 Loss from operations ( 34,172 ) ( 16,857 ) ( 78,307 ) ( 33,788 ) 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 ) __________________ (1) Amounts exclude share-based compensation expense. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires additional disclosure about specific expense categories included in the income statement. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company has not yet completed its assessment of the impact of ASU 2024-03 on the Company’s financial statements. 3. Financial Instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs such as quoted prices in active markets. Level 2—Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument. 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 and marketable securities are recorded at fair value on a recurring basis. Equity investments 14 Table of Contents 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. Assets and liabilities measured at fair value on a recurring basis are as follows (in thousands): Fair Value Measurements at Reporting Date Total Level 1 Level 2 Level 3 At June 30, 2026: Cash equivalents Money market funds $ 23,566 $ 23,566 $ — $ — Total cash equivalents measured at fair value $ 23,566 $ 23,566 $ — $ — Marketable securities Corporate debt securities $ 101,272 $ — $ 101,272 $ — U.S. treasury securities 58,023 58,023 — — Asset-backed securities 19,769 — 19,769 — U.S. government agency securities 12,607 — 12,607 — Commercial paper 4,124 — 4,124 — Total marketable securities measured at fair value $ 195,795 $ 58,023 $ 137,772 $ — At December 31, 2025: Cash equivalents Money market funds $ 21,536 $ 21,536 $ — $ — U.S. treasury securities 2,996 2,996 — — Total cash equivalents measured at fair value $ 24,532 $ 24,532 $ — $ — Marketable securities Corporate debt securities $ 114,102 $ — $ 114,102 $ — U.S. treasury securities 89,726 89,726 — — Commercial paper 28,858 — 28,858 — Asset-backed securities 21,282 — 21,282 — U.S. government agency securities 13,200 — 13,200 — Total marketable securities measured at fair value $ 267,168 $ 89,726 $ 177,442 $ — The following table presents the amortized cost and estimated fair market value of our cash equivalents and marketable securities as of the dates presented (in thousands): June 30, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 23,566 $ — $ — $ 23,566 Marketable securities: Corporate debt securities $ 101,665 $ 2 $ ( 395 ) $ 101,272 U.S. treasury securities 58,120 6 ( 103 ) 58,023 Asset-backed securities 19,815 3 ( 49 ) 19,769 U.S. government agency securities 12,698 — ( 91 ) 12,607 Commercial paper 4,126 — ( 2 ) 4,124 Total $ 219,990 $ 11 $ ( 640 ) $ 219,361 15 Table of Contents December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 21,536 $ — $ — $ 21,536 U.S. treasury securities 2,996 — — 2,996 Marketable securities: Corporate debt securities $ 114,066 $ 63 $ ( 27 ) $ 114,102 U.S. treasury securities 89,572 154 — 89,726 Commercial paper 28,836 22 — 28,858 Asset-backed securities 21,257 26 ( 1 ) 21,282 U.S. government agency securities 13,195 5 — 13,200 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 Due in one year or less $ 132,388 $ 132,154 Due after one year 64,036 63,641 Total $ 196,424 $ 195,795 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 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 $ 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 In conjunction with the Merger, the Company obtained an investment in common stock of an unfunded privately held, pre-clinical life sciences company, which the Company initially carried at no value. In May 2024, the private company executed a seed funding round (“Seed Financing”), which triggered an anti-dilution provision under the License and Option Agreement (“Option Agreement”), resulting in the issuance of additional shares of common stock. 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. 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 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. 16 Table of Contents 4. Inventory Inventory consisted of the following (in thousands): June 30, 2026 December 31, 2025 Current assets: Raw materials $ 2,540 $ 2,761 Work in process 311 — Finished goods 1,270 175 Inventory, current 4,121 2,936 Non-current assets: Raw materials 610 1,339 Inventory, non-current 610 1,339 Total inventory $ 4,731 $ 4,275 5. Accrued Liabilities Accrued liabilities consist of the following (in thousands): 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 Operating lease liability, current portion 447 465 Other accrued liabilities 380 142 Total accrued liabilities $ 9,779 $ 17,020 6. Commitments and Contingencies Operating Leases 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 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 June 30, 2026 are as follows (in thousands): 2026 $ 238 2027 361 Total undiscounted lease payments 599 Less: present value adjustment ( 30 ) Operating lease liabilities $ 569 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. 17 Table of Contents 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 its business, financial condition or results of operations. Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. Its exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To the extent permitted under Delaware law, the Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at a request in such capacity. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of June 30, 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. 7. Stockholders' Equity Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Other than the special dividend paid by Graphite immediately prior to the close of the Merger, no dividends have been declared or paid by the Company through June 30, 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. Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar amount of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, TD Cowen may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3, including the prospectus supplement contained therein, which was declared effective by the SEC on April 14, 2025. 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: June 30, 2026 Common stock options granted and outstanding 4,932,374 Shares available for issuance under incentive plans 1,951,151 Shares available for issuance under the ESPP 742,012 Restricted stock units granted and outstanding 425,867 Common stock warrants outstanding 163,769 Share-Based Compensation Share-based compensation expense was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Cost of sales $ 28 $ — $ 53 $ — Selling, general and administrative 4,444 2,118 8,738 4,020 Research and development — 727 — 1,380 Total $ 4,472 $ 2,845 $ 8,791 $ 5,400 18 Table of Contents 8. Net Loss Per Share The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. 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: June 30, 2026 2025 Common stock options granted and outstanding 4,932,374 3,888,145 Restricted stock units granted and outstanding 425,867 29,740 Common stock warrants outstanding 163,769 164,252 ESPP shares pending purchase 12,019 4,791 Total 5,534,029 4,086,928 9. License Agreements 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. 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. 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 June 30, 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 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 19 Table of Contents 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. License and Commercialization Agreement On May 7, 2025 the Company entered into a license and commercialization agreement providing an exclusive license (the “Lotus License”) to certain of the Company's IP to commercialize VIZZ for the treatment of presbyopia in humans in the Republic of Korea, the Kingdom of Thailand, Republic of the Philippines, the Socialist Republic of Vietnam, Malaysia, Negara Brunei Darussalam, the Republic of Indonesia, and the Republic of Singapore (collectively, “Southeast Asia”). Under the terms of the Lotus License, the Company received a $ 5.0 million nonrefundable, non-creditable upfront payment, which represents the transaction price at inception, and is eligible to receive up to $ 120.0 million of regulatory and sales milestones, as well as tiered, double-digit royalties on future net sales in Southeast Asia. Additional consideration to be paid to the Company upon reaching regulatory and sales milestones is excluded from the transaction price. Future milestone payments are fully contingent as the risk of significant revenue reversal will only be resolved depending on future regulatory approval and sales level outcomes, thus variable consideration related to the remaining milestone payments was fully constrained as of June 30, 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 Lotus License and concluded the Lotus License comprises a single performance obligation providing the right to use functional intellectual property. The $ 5.0 million transaction price allocated to that single performance obligation was recognized upon transfer of the Lotus License during the year ended December 31, 2025. The upfront payment was subject to a withholding tax in the Republic of Singapore, which the Company recorded as income tax expense during the year ended December 31, 2025. Such withholding may be eligible to be recovered against future taxable income in the United States in the form of a foreign tax credit. 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 $ 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. 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 June 30, 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 Théa License and concluded the Théa License comprises a single performance obligation providing the right to use functional intellectual property. The $ 2.5 million transaction price allocated to that single performance obligation was recognized upon transfer of the Théa License during the year ended December 31, 2025. 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 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 20 Table of Contents 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 June 30, 2026. 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 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. 10. Related Party Transactions 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. 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. 21 Table of Contents