LENZ Therapeutics Files 8-K: Acquisition, Equity Sales, and Control Changes

TL;DR

LENZ Therapeutics (formerly Graphite Bio) filed an 8-K on 3/21/24 detailing asset deals, stock sales, and possible control changes.

AI Summary

On March 21, 2024, LENZ Therapeutics, Inc. (formerly Graphite Bio, Inc.) filed an 8-K detailing several significant events. These include the completion of an acquisition or disposition of assets, unregistered sales of equity securities, and material modifications to the rights of security holders. The filing also notes changes in the registrant's certifying accountant and potential changes in control of the company.

Why It Matters

This 8-K filing indicates significant corporate actions by LENZ Therapeutics, including asset transactions and potential shifts in control, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and potential changes in control, which can introduce uncertainty and risk for investors.

Key Players & Entities

• LENZ Therapeutics, Inc. (company) — Filer
• Graphite Bio, Inc. (company) — Former company name
• Integral Medicines, Inc. (company) — Former company name
• 20240321 (date) — Date of report

FAQ

Key Financial Figures

• $0.00001 — ich registered Common Stock, par value $0.00001 per share LENZ The Nasdaq Stock Market
• $53.5 million — gregate purchase price of approximately $53.5 million (the "PIPE Financing"). Item 2.01. Co
• $3.00 — exercise price equal to or greater than $3.00 (prior to giving effect to the special
• $3 billion — ed U.S. market opportunity in excess of $3 billion. It is our goal to develop and commerci

Filing Documents

• lenz-20240321.htm (8-K) — 387KB
• exhibit31-super8xk.htm (EX-3.1) — 44KB
• exhibit106-super8xk.htm (EX-10.6) — 78KB
• exhibit107-super8xk.htm (EX-10.7) — 109KB
• exhibit108-super8xk.htm (EX-10.8) — 47KB
• exhibit109-super8xk.htm (EX-10.9) — 387KB
• exhibit1010-super8xk.htm (EX-10.10) — 162KB
• exhibit1011-super8xk.htm (EX-10.11) — 33KB
• exhibit1012-super8xk.htm (EX-10.12) — 34KB
• exhibit1013-super8xk.htm (EX-10.13) — 34KB
• exhibit1014-super8xk.htm (EX-10.14) — 31KB
• exhibit1016-super8xk.htm (EX-10.16) — 36KB
• exhibit1021-super8xk.htm (EX-10.21) — 181KB
• exhibit161-super8xk.htm (EX-16.1) — 3KB
• exhibit231-super8xk.htm (EX-23.1) — 3KB
• exhibit991-super8xk.htm (EX-99.1) — 458KB
• exhibit992-super8xk.htm (EX-99.2) — 221KB
• exhibit993-super8xk.htm (EX-99.3) — 23KB
• exhibit9931aa.jpg (GRAPHIC) — 11KB
• lenz-20240321_g1.jpg (GRAPHIC) — 94KB
• 0001628280-24-012633.txt ( ) — 3064KB
• lenz-20240321.xsd (EX-101.SCH) — 2KB
• lenz-20240321_def.xml (EX-101.DEF) — 16KB
• lenz-20240321_lab.xml (EX-101.LAB) — 28KB
• lenz-20240321_pre.xml (EX-101.PRE) — 17KB
• lenz-20240321_htm.xml (XML) — 4KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. As previously reported, on March 14, 2024, Graphite held a special meeting (the "Special Meeting") at which the Graphite stockholders considered and approved, among other matters, (i) t he issuance of Common Stock, which represented more than 20% of the shares of Common Stock outstanding immediately prior to the Merger, to stockholders of LENZ OpCo , pursuant to the terms of the Merger Agreement, (ii) the change of control of Graphite resulting from the Merger pursuant to Nasdaq Listing Rule 5635(b), and (iii) the issuance of shares of Common Stock to the PIPE Investors pursuant to Nasdaq Listing Rule 5635(d), which shares of Common Stock represented more than 20% of the shares of Common Stock outstanding as of the date of the execution of the Subscription Agreement. 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. Effective at 4:01 p.m. eastern time on March 21, 2024, the Company effected a reverse stock split at a ratio of 1:7 and changed its name to "LENZ Therapeutics, Inc.", and effective at 4:02 p.m. eastern time on March 21, 2024 the parties to the Merger Agreement consummated the Merger. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (i) each share of LENZ OpCo outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock of New LENZ, par value $0.00001 per share ("Common Stock"), (ii) all vested and unvested options to purchase shares of LENZ OpCo were exchanged for comparable options to purchase shares of Common Stock, and (iii) each warrant to purchase shares of LENZ OpCo outstanding as of immediately prior to the Effective Time was converted into a warrant to purchase shares of Common Stock, in each case, based on an exchange ratio

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K and the information incorporated herein by reference may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Transactions and their expected benefits; New LENZ's performance following the Transactions; our plans relating to the clinical development of our product candidates, including the size, number and areas to be evaluated; our plans relating to commercializing our product candidates, if approved, including the geographic areas of focus and strategy; and New LENZ's ability to obtain funding for its operations. Forward-looking statements include statements relating to our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Transactions. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting us will be those that we have anticipated. Forward-looking statements include, but are not limited to, statements concerning the following: the likelihood of our clinical trials demonstrat

Business

Business We are a late-stage biopharmaceutical company focused on developing and commercializing innovative therapies to improve vision. Our initial focus is the treatment of presbyopia, the inevitable loss of near vision that impacts the daily lives of nearly all people over 45. In the United States, the estimated addressable population who suffer from this condition, known as presbyopes, is 128 million, almost four times the number of individuals suffering from dry eye disease and three times the number of individuals suffering from childhood myopia, macular degeneration, diabetic retinopathy and glaucoma combined. We believe that a once-daily pharmacological eye drop that can effectively and safely improve near vision throughout the full workday, without the need for reading glasses, will be a highly attractive commercial product with an estimated U.S. market opportunity in excess of $3 billion. It is our goal to develop and commercialize such a product, and we have assembled an executive team with extensive clinical and commercial experience to execute this goal and become the category leader. 3 Our product candidates LNZ100 and LNZ101 are preservative-free, single-use, once-daily eye drops containing aceclidine and aceclidine plus brimonidine, respectively. We believe our product candidates are differentiated based on rapid onset, degree and duration of near vision improvement, as well as their ability to be used across the full age range of presbyopes, from their mid-40s to well into their mid-70s, as well as the broadest refractive range. Aceclidine's pupil-selective mechanism of action was demonstrated in our clinical trials where near vision improved while avoiding blurry distance vision. Our product candidates were well-tolerated in clinical trials, and their active ingredients have favorable tolerability profiles that have been well-established empirically. Our product candidates have patent protection until 2039, at a minimum, due to a robust intelle

Risk Factors

Risk Factors The risk factors related to LENZ's business and operations and the Transactions are set forth in the Proxy Statement/Prospectus in the section titled "Risk Factors" beginning on page 26 of the Proxy Statement/Prospectus and that information is incorporated herein by reference. Audited Financial Statements The audited financial statements as of and for the years ended December 31, 2023 and 2022 of LENZ OpCo set forth in Exhibit 99.1 hereto have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC. These audited financial statements should be read in conjunction with the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2023 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations Reference is made to the disclosure contained in Graphite's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024, in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 62 of the Annual Report on Form 10-K, which is incorporated herein by reference. 6 Management's discussion and analysis of the financial condition and results of operation of LENZ OpCo as of and for the year ended December 31, 2023 is set forth below. The following discussion and analysis provides information that the Company's management believes is relevant to an assessment and u

View Full Filing

View this 8-K filing on SEC EDGAR