LENZ Therapeutics Inc

As filed with the Securities and Exchange Commission on September 11, 2024

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact name of Registrant as specified in its charter)

201 Lomas Santa Fe Dr., Suite 300

Solana Beach, California 92075

(858)925-7000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Evert Schimmelpennink

President and Chief Executive Officer

201 Lomas Santa Fe Dr., Suite 300

Solana Beach, California 92075

(858)925-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Dan Koeppen

Jennifer Fang

Robert L. Wernli, Jr.

Ben Capps

Wilson Sonsini Goodrich & Rosati, P.C.

12235 El Camino Real

San Diego, California 92130

(858) 350-2300

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

EXPLANATORY NOTE

On March 21, 2024 (the “Closing Date”), LENZ Therapeutics, Inc., a Delaware corporation (previously named Graphite Bio, Inc., a Delaware corporation and our predecessor company (“Graphite”)), consummated the previously announced merger pursuant to the terms of the Agreement and Plan of Merger, dated as of November 14, 2023 (the “Merger Agreement”), by and among Graphite, Generate Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Graphite (“Generate Merger Sub”) and LENZ Therapeutics Operations, Inc. (previously named Lenz Therapeutics, Inc.), a Delaware corporation (“LENZ OpCo”).

Pursuant to the Merger Agreement, on the Closing Date, (i) Graphite effected a reverse stock split of Graphite’s issued common stock at a ratio of 1:7, (ii) Graphite changed its name to “LENZ Therapeutics, Inc.”, and (iii) Generate Merger Sub merged with and into LENZ OpCo (the “Merger”), with LENZ OpCo as the surviving company in the Merger and, after giving effect to such Merger, LENZ OpCo becoming a wholly-owned subsidiary of LENZ Therapeutics, Inc. (together with its consolidated subsidiary, “New LENZ” or “LENZ”).

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 of 0.2022. Each share of Common Stock and each option to purchase shares of Common Stock that was issued and outstanding as of immediately prior to the Effective Time remain issued and outstanding in accordance with its terms and such shares and options, subject to the special cash dividend paid on March 21, 2024 and reverse stock split, were unaffected by the Merger; provided that, each outstanding and unexercised option to purchase shares of Common Stock with a per share exercise price equal to or greater than $3.00 (prior to giving effect to the special cash dividend and reverse stock split) (the “Out-of-the-Money Graphite Options”) were accelerated in full immediately prior to the Effective Time and each such Out-of-the-Money Graphite Option not exercised as of immediately prior to the Effective Time was cancelled at the Effective Time for no consideration. All options to purchase shares of Common Stock immediately prior to the Effective Time with a per share exercise price of less than $3.00 (prior to giving effect to the special cash dividend and reverse stock split) continue to be subject to the same terms and conditions after the Effective Time as were applicable to such options as of immediately prior to the Effective Time.

Concurrently with the execution of the Merger Agreement, Graphite entered into a Subscription Agreement (the “Subscription Agreement”) with certain investors (each, a “PIPE Investor”), pursuant to which the PIPE Investors subscribed for and purchased, and Graphite issued and sold to the PIPE Investors, on the Closing Date immediately prior to the Effective Time, an aggregate of 3,559,565 shares of New LENZ Common Stock at a price of $15.0299 per share (the “PIPE Shares”), for aggregate gross proceeds of approximately $53.5 million (the “March 2024 PIPE Financing”). All references herein to the “Closing” refer to the closing of the transactions contemplated by the Merger Agreement (the “Transactions” or the “Merger”), including the Merger and the transactions contemplated by the Subscription Agreement.

Additionally, on July 14, 2024, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) for a private placement with Ridgeback Capital Investments L.P. (“July 2024 PIPE Financing”). Pursuant to the Purchase Agreement, we agreed to sell 1,578,947 shares of Common Stock at a purchase price of $19.00 per share. The gross proceeds of the July 2024 PIPE Financing were $30.0 million. The July 2024 PIPE Financing closed on July 17, 2024. Pursuant to the Purchase Agreement, we have agreed to register the offer and resale of the shares sold in the July 2024 PIPE Financing and are filing this registration statement to satisfy those requirements.

As of the open of trading on March 22, 2024, the Common Stock of the Company began trading on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “LENZ.”

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

1,578,947 Shares of Common Stock

This prospectus relates to the resale by the selling stockholder named in this prospectus (the “selling stockholder”) of 1,578,947 shares of common stock, par value $0.00001 per share (the “Common Stock”) that were sold and issued to the selling stockholder in a private placement pursuant to a stock purchase agreement, dated July 14, 2024, which closed on July 17, 2024 (the “July 2024 PIPE Financing”). This prospectus also covers any additional securities that may become issuable by reason of stock splits, stock dividends or other similar transactions.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. We will not receive any of the proceeds from the sale of the securities by the selling stockholder. We will pay the expenses associated with registering the sales by the selling stockholder, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

The selling stockholder may sell the securities described in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell its securities in the section titled “Plan of Distribution” appearing elsewhere in this prospectus.

The selling stockholder may sell any, all or none of the securities and we do not know when or in what amount the selling stockholder may sell its securities hereunder following the effective date of this registration statement.

Our Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “LENZ.” On September 10, 2024, the last quoted sale price for our Common Stock as reported on Nasdaq was $23.94.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 6 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us or on our behalf. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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