LENZ Therapeutics Files 8-K: Material Agreement & Equity Sales

TL;DR

LENZ Therapeutics filed an 8-K on July 14, 2024, reporting a material definitive agreement and unregistered equity sales.

AI Summary

On July 14, 2024, LENZ Therapeutics, Inc. filed an 8-K report detailing a material definitive agreement. The company, formerly known as Graphite Bio, Inc. and Integral Medicines, Inc., is incorporated in Delaware and headquartered in Del Mar, California. The filing also covers unregistered sales of equity securities and Regulation FD disclosures.

Why It Matters

This filing indicates significant corporate activity, including a material definitive agreement and potential equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-40532 — SEC File Number (Identifies the company's filing with the SEC)
• 844867570 — IRS Number (Company's Employer Identification Number)

Key Players & Entities

• LENZ Therapeutics, Inc. (company) — Registrant
• Graphite Bio, Inc. (company) — Former company name
• Integral Medicines, Inc. (company) — Former company name
• July 14, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — ich registered Common Stock, par value $0.00001 per share LENZ The Nasdaq Stock Market
• $19.00 — (the "Shares"), at a purchase price of $19.00 per Share. The gross proceeds of the Pr
• $30.0 million — cement are expected to be approximately $30.0 million. The Private Placement is expected to c

Filing Documents

• lenz-20240714.htm (8-K) — 31KB
• exhibit991-ridgeback8xk.htm (EX-99.1) — 10KB
• imagea.jpg (GRAPHIC) — 2KB
• 0001815776-24-000049.txt ( ) — 175KB
• lenz-20240714.xsd (EX-101.SCH) — 2KB
• lenz-20240714_lab.xml (EX-101.LAB) — 23KB
• lenz-20240714_pre.xml (EX-101.PRE) — 13KB
• lenz-20240714_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 14, 2024, LENZ Therapeutics, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") for a private placement ("Private Placement") with Ridgeback Capital Investment, L.P. (the "Purchaser"). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchaser 1,578,947 shares of the Company's common stock, par value $0.00001 per share (the "Shares"), at a purchase price of $19.00 per Share. The gross proceeds of the Private Placement are expected to be approximately $30.0 million. The Private Placement is expected to close on July 17, 2024 (the "Closing Date"), subject to the satisfaction of customary closing conditions. The Shares to be issued pursuant to the Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws, and will be issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Purchaser. The Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this report, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Shares described herein. Under the Purchase Agreement, the Company has agreed that it will use its commercially reasonable efforts to file with the U.S. Securities and Exchange Commission ("SEC"), at its sole cost and expense, a registration statement registering the resale of the Shares (the "Resale Registration Statement") no later than 60 calendar days after the Closing Date, and to cause the Resale Registration Statement to be declared effective by the SEC as soon as possible after the filing thereof, but in no event later than 90 calendar days after the Closing Date, subject t

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of this report .

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 15, 2024, the Company issued a press release announcing the Private Placement. The press release is attached as Exhibit 99.1 to this report and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release, dated July 15, 2024 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 14, 2024 LENZ THERAPEUTICS, INC. By: /s/ Evert Schimmelpennink Name: Evert Schimmelpennink Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR