8-K
filed March 22, 2024, 7:59 PM ET
ticker LENZ
CIK 0001815776
other material
confidence high
sentiment neutral
materiality 1.00
LENZ Therapeutics, Inc. (LENZ): M&A transaction — Graphite Bio completes reverse merger with LENZ Therapeutics, rebrands as LENZ, raises $53.5M PIPE
LENZ Therapeutics, Inc.
- Merger closed March 21, 2024; Graphite renamed LENZ Therapeutics, Inc., ticker changes from GRPH to LENZ on March 22.
- Reverse stock split 1:7 effective; post-merger shares outstanding ~25.5M, plus 164,676 warrants and 1.59M options.
- New company focuses on presbyopia treatment; Phase 3 CLARITY top-line results for LNZ100/LNZ101 expected April 2024.
- NDA submission planned mid-2024; product launch targeted for second half of 2025 if FDA approved.
- PIPE financing of $53.5M closed concurrently; audited FY2023/2022 financials of LENZ OpCo included as exhibits.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
James McCollum was appointed as Class I Director at LENZ Therapeutics, Inc..
- Action
- appointed
- Role
- Class I Director
Exact text from the filing
Effective as of the Effective Time, Frederic Guerard and James McCollum were appointed as Class I directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Zach Scheiner was appointed as Class III Director at LENZ Therapeutics, Inc..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
Zach Scheiner were appointed as Class III directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Evert Schimmelpennink was appointed as Class II Director at LENZ Therapeutics, Inc..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Jeff George, Shelley Thunen, and Evert Schimmelpennink were appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Shelley Thunen was appointed as Class II Director at LENZ Therapeutics, Inc..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Jeff George, Shelley Thunen, and Evert Schimmelpennink were appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Frederic Guerard was appointed as Class I Director at LENZ Therapeutics, Inc..
- Action
- appointed
- Role
- Class I Director
Exact text from the filing
Effective as of the Effective Time, Frederic Guerard and James McCollum were appointed as Class I directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeff George was appointed as Chair of the Board at LENZ Therapeutics, Inc..
- Action
- appointed
- Role
- Chair of the Board
Exact text from the filing
Also on March 21, 2024, Mr. George was appointed as the Chair of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeff George was appointed as Class II Director at LENZ Therapeutics, Inc..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Jeff George, Shelley Thunen, and Evert Schimmelpennink were appointed as Class II directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LENZ Therapeutics, Inc.: New LENZ ceased to be a shell company upon the closing of the transactions.
- Change
- shell status
Exact text from the filing
As a result of the Transactions, New LENZ ceased to be a shell company upon the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LENZ Therapeutics, Inc.: Amended certificate of incorporation to effect a 1:7 reverse stock split and change company name from Graphite Bio, Inc. to LENZ Therapeutics, Inc (effective 2024-03-21).
- Change
- charter amendment
- Effective
- 2024-03-21
Exact text from the filing
In connection with the Merger, the Board adopted, and the stockholders approved, an amendment to the Company’s amended and restated certificate of incorporation, to effect the Reverse Stock Split and to change the Company’s name from "Graphite Bio, Inc." to "LENZ Therapeutics, Inc." The certificate of amendment to the amended and restated certificate of incorporation was effective March 21, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LENZ Therapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2024-03-21).
- Change
- code of ethics
- Effective
- 2024-03-21
Exact text from the filing
In connection with the Transactions, on March 21, 2024, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
LENZ Therapeutics, Inc. underwent a change of control involving LENZ Therapeutics Operations, Inc. (closed 2024-03-21).
- Action
- change of control
- Counterparty
- LENZ Therapeutics Operations, Inc.
- Closing
- 2024-03-21
Exact text from the filing
On March 21, 2024, the parties to the Merger Agreement completed the Merger and the other transactions contemplated thereby in accordance with the terms of the Merger Agreement.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.