Graphite Bio to merge with Lenz Therapeutics; Lenz holders to own 65%

LENZ Therapeutics, Inc.

Graphite valued at $126.5M, LENZ at $231.6M; $60M cash dividend to pre-merger Graphite stockholders.
LENZ stockholders will own ~65% of combined company, Graphite ~35% on fully-diluted basis.
Concurrent PIPE investment of $53.5M (minimum $50M, up to $125M) to close alongside merger.
Post-merger board: 7 members (5 from LENZ, 2 from Graphite); company renamed LENZ Therapeutics.

item 1.01 item 3.02 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

LENZ Therapeutics, Inc. entered into Agreement and Plan of Merger with Lenz Therapeutics, Inc. valued at 65% ownership post-merger for LENZ stockholders (effective 2023-11-14).

Action: entry
Agreement: merger
Counterparty: Lenz Therapeutics, Inc.
Value: 65% ownership post-merger for LENZ stockholders
Effective: 2023-11-14

Exact text from the filing

On November 14, 2023, Graphite Bio, Inc., a Delaware corporation (“Graphite”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between Graphite, Generate Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Graphite (“Merger Sub”), and Lenz Therapeutics, Inc., a Delaware corporation (“LENZ”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into LENZ (the “Merger”), with LENZ continuing as a wholly owned subsidiary of Graphite and the surviving corporation of the merger.

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LENZ Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-277555

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