--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-24-012633" form_type: "8-K" ticker: "LENZ" cik: "0001815776" company_name: "LENZ Therapeutics, Inc." filed_at: "2024-03-22T23:59:59+00:00" generated_at: "2026-06-04T09:11:23.310831+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Graphite Bio completes reverse merger with LENZ Therapeutics, rebrands as LENZ, raises $53.5M PIPE ## Summary - 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. ## SEC filing metadata - accession: 0001628280-24-012633 - form_type: 8-K - ticker: LENZ - cik: 0001815776 - company_name: LENZ Therapeutics, Inc. - filed_at: 2024-03-22T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.02, 4.01, 9.01, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/lenz-20240321.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-24-012633 - JSON: https://secwatch.observer/filing/0001628280-24-012633.json - Plain text: https://secwatch.observer/filing/0001628280-24-012633.txt ## Key facts - Executive change James McCollum was appointed as Class I Director at LENZ Therapeutics, Inc.. - Action: appointed - Role: Class I Director source text: Effective as of the Effective Time, Frederic Guerard and James McCollum were appointed as Class I directors evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Executive change Zach Scheiner was appointed as Class III Director at LENZ Therapeutics, Inc.. - Action: appointed - Role: Class III Director source text: Zach Scheiner were appointed as Class III directors evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Executive change Evert Schimmelpennink was appointed as Class II Director at LENZ Therapeutics, Inc.. - Action: appointed - Role: Class II Director source text: Jeff George, Shelley Thunen, and Evert Schimmelpennink were appointed as Class II directors evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Executive change Shelley Thunen was appointed as Class II Director at LENZ Therapeutics, Inc.. - Action: appointed - Role: Class II Director source text: Jeff George, Shelley Thunen, and Evert Schimmelpennink were appointed as Class II directors evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Executive change Frederic Guerard was appointed as Class I Director at LENZ Therapeutics, Inc.. - Action: appointed - Role: Class I Director source text: Effective as of the Effective Time, Frederic Guerard and James McCollum were appointed as Class I directors evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Executive change Jeff George was appointed as Chair of the Board at LENZ Therapeutics, Inc.. - Action: appointed - Role: Chair of the Board source text: Also on March 21, 2024, Mr. George was appointed as the Chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Executive change Jeff George was appointed as Class II Director at LENZ Therapeutics, Inc.. - Action: appointed - Role: Class II Director source text: Jeff George, Shelley Thunen, and Evert Schimmelpennink were appointed as Class II directors evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Governance Changes LENZ Therapeutics, Inc.: New LENZ ceased to be a shell company upon the closing of the transactions. - Change: shell status source text: As a result of the Transactions, New LENZ ceased to be a shell company upon the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1815776/000162828024012633/0001628280-24-012633-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.