Versant Venture Capital VI Files 13D Amendment for LENZ Therapeutics

TL;DR

Versant Venture Capital VI updated their 13D filing for LENZ Therapeutics, Inc. on 3/25/24.

AI Summary

Versant Venture Capital VI, L.P. and its affiliates have filed an amendment to their Schedule 13D, indicating a change in their beneficial ownership of LENZ Therapeutics, Inc. as of March 25, 2024. The filing details the group members involved in Versant Venture Capital VI, L.P. and their business address in San Francisco, CA.

Why It Matters

This filing signals a potential shift in control or significant stakeholding by Versant Venture Capital VI in LENZ Therapeutics, which could influence the company's strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake-building or changes in control, which can introduce volatility and strategic uncertainty for the subject company.

Key Players & Entities

• Versant Venture Capital VI, L.P. (company) — Filing entity
• LENZ Therapeutics, Inc. (company) — Subject company
• VERSANT VANTAGE II GP, L.P. (company) — Group member
• VERSANT VANTAGE II GP-GP, LLC (company) — Group member
• VERSANT VANTAGE II, L.P. (company) — Group member
• VERSANT VENTURE CAPITAL VII, L.P. (company) — Group member
• VERSANT VENTURES VI GP, L.P (company) — Group member
• VERSANT VENTURES VI GP-GP, LLC (company) — Group member
• VERSANT VENTURES VII GP, L.P. (company) — Group member
• VERSANT VENTURES VII GP-GP, LLC (company) — Group member

FAQ

Key Financial Figures

• $0.00001 — me of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securiti
• $10.64 — r. The exercise price of the Warrant is $10.64 per share and it is exercisable until O

Filing Documents

• d810139dsc13da.htm (SC 13D/A) — 165KB
• d810139dex9911.htm (EX-99.11) — 11KB
• 0001193125-24-076566.txt ( ) — 178KB

of the Original Schedule 13D is hereby amended and restated in its entirety as follows

Item 1 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: This Amendment, a joint statement on Schedule 13D, is filed with respect to the common stock, par value $0.00001 per share (Common Stock), of LENZ Therapeutics, Inc. (formerly known as Graphite Bio, Inc.), a Delaware corporation (the Issuer). The address of the principal executive offices of the Issuer is 611 Gateway Blvd, Suite 120, South San Francisco, CA 94080. Item2. Identity and Background

of the

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Amendment is filed by Versant Venture Capital VI, L.P. (Versant VI), Versant Vantage II, L.P. (Versant Vantage II), Versant Ventures VI GP, L.P. (Versant Ventures VI GP), Versant Ventures VI GP-GP, LLC (Versant Ventures VI GP-GP), Versant Vantage II GP, L.P. (Versant Vantage II GP), Versant Vantage II GP-GP, LLC (Versant Vantage II GP-GP), Versant Venture Capital VII, L.P. (Versant VII), Versant Ventures VII GP, L.P. (Versant Ventures VII GP), and Versant Ventures VII GP-GP, LLC (Versant Ventures VII GP-GP and together with Versant VI, Versant Vantage II, Versant Ventures VI GP, Versant Ventures VI GP-GP, Versant Vantage II GP, Versant Vantage II GP-GP, Versant VII and Versant Ventures VII GP, collectively, the Reporting Persons). Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP share voting and dispositive power with respect to the shares held by Versant VI. Versant Vantage II GP-GP is the general partner of Versant Vantage II GP, which is the general partner of Versant Vantage II. Each of Versant Vantage II GP and Versant Vantage II GP-GP share voting and dispositive power with respect to the shares held by Versant Vantage II. Versant Ventures VII GP-GP is the general partner of Versant Ventures VII GP, which is the general partner of Versant VII. Versant Ventures VII GP-GP and Versant Ventures VII GP share voting and dispositive power with respect to the securities held by Versant VII. The Reporting Persons expressly disclaim status as a group for purposes of this Amendment. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 11 . Other than those securities reported herein as being held directly by such Reporting P

of the Original Schedule 13D is supplemented and amended, as the case may be, as follows

Item 4 of the Original Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosures in Item 3 are incorporated herein by reference. Merger Agreement On March 21, 2024 (the Closing Date), pursuant to the terms of the Agreement and Plan of Merger, dated as of November 14, 2023, by and among the Issuer, Generate Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer (Generate Merger Sub) and LENZ Therapeutics Operations, Inc. (previously named Lenz Therapeutics, Inc.), a Delaware corporation (LENZ OpCo), Generate Merger Sub merged with and into LENZ OpCo (the Merger), with LENZ OpCo as the surviving company in the Merger and a wholly-owned subsidiary of the Issuer. In connection with the Merger, the Issuer changed its name to LENZ Therapeutics, Inc. and effected a one-for-seven reverse stock split of its Common Stock. The Common Stock commenced trading on a split-adjusted basis, under the ticker symbol LENZ, at the open of trading on March 22, 2024, at which time the Common Stock was represented by a new CUSIP number 52635N103. The par value per share of the Common Stock remains unchanged. In connection with the Merger, the Warrant issued to Versant VII was issued pursuant to the conversion of a warrant to purchase shares of LENZ OpCo outstanding as of immediately prior to the Merger. The exercise price of the Warrant is $10.64 per share and it is exercisable until October 30, 2027. The foregoing description of the Warrant is qualified in its entirety by reference to the form of Warrant which is filed as Exhibit 12 to this Amendment and which is incorporated herein by reference. Item5. Interest in Securities of the Issuer

of the Original Schedule 13D is hereby supplemented and amended, as the case may be, as follows

Item 5 of the Original Schedule 13D is hereby supplemented and amended, as the case may be, as follows: The disclosures in Item 4 are incorporated herein by reference. (a) and (b) See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Original Schedule 13D is hereby supplemented and amended, as the case may be, as follows

Item 6 of the Original Schedule 13D is hereby supplemented and amended, as the case may be, as follows: The disclosures in Item 4 are incorporated herein by reference. Item7. Material to be Filed as Exhibits Exhibit Number Description Exhibit 11 Joint Filing Agreement. Exhibit 12 Form of Warrant to Purchase Shares of Series A Preferred Stock (filed as Exhibit 4.5 to the Issuers Registration Statement on Form S-4 filed with the Commission on February 9, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. March 25, 2024 Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg, Chief Operating Officer Versant Ventures VI GP, L.P. By: Versant Ventures VI GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg, Chief Operating Officer Versant Ventures VI GP-GP, LLC By: /s/ Max Eisenberg, Chief Operating Officer Versant Vantage II, L.P. By: Versant Vantage II GP, L.P. Its: General Partner By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg, Chief Operating Officer Versant Vantage II GP, L.P. By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg, Chief Operating Officer Versant Vantage II GP-GP, LLC By: /s/ Max Eisenberg, Chief Operating Officer Versant Venture Capital VII, L.P. By: Versant Ventures VII GP, L.P. Its: General Partner By: Versant Ventures VII GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg, Chief Operating Officer Versant Ventures VII GP, L.P. By: Versant Ventures VII GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg, Chief Operating Officer Versant Ventures VII GP-GP, LLC By: /s/ Max Eisenberg, Chief Operating Officer

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