LENZ 424(b)(3) 10-Q Sticker

424B3 1 lenz424b310-qsticker.htm 424B3 LENZ 424(b)(3) 10-Q Sticker


PROSPECTUS SUPPLEMENT (to Prospectus dated April 10, 2024)			Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-278393

1,297,411 Shares of Common Stock

This prospectus supplement updates and amends the prospectus dated April 10, 2024 (as supplemented to date, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-278393) originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024 and declared effective by the SEC on April 10, 2024.

This prospectus relates to the resale by certain of the selling securityholders named in this prospectus (each a “selling securityholder” and, collectively, the “selling securityholders”) of 1,297,411 shares of common stock, par value $0.00001 per share (the “Common Stock”) issued in the PIPE Financing (as defined in the Prospectus). The Prospectus also covers any additional securities that may become issuable by reason of stock splits, stock dividends or other similar transactions.

This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

Quarterly Report on Form 10-Q

On May 8, 2024, we filed a Quarterly Report on Form 10-Q with the SEC. The Form 10-Q is attached hereto.

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 the Prospectus.

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

Neither the Securities and 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 supplement is May 9, 2024.


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Delaware						84-4867570
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

445 Marine View Ave., Ste. #320 Del Mar, California 92014
(Address of principal executive offices, including zip code)
(858) 925-7000
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)


			Page
PART I - FINANCIAL INFORMATION
	Item 1.	Financial Statements	1
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Operations And Comprehensive Loss	3
		Condensed Consolidated Statements of Convertible Preferred and Common Stock and Stockholders’ Equity (Deficit)	4
		Condensed Consolidated Statements of Cash Flows	6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
	Item 4.	Controls and Procedures	27
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	28
	Item 1A.	Risk Factors	28
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
	Item 3.	Defaults Upon Senior Securities	76
	Item 4.	Mine Safety Disclosures	76
	Item 5.	Other Information	76
	Item 6.	Exhibits	76
Signatures			79


	March 31, 2024		December 31, 2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	200,357	$	35,140
Marketable securities	12,922		30,654
Prepaid expenses and other current assets	3,281		1,450
Restricted cash	114		—
Total current assets	216,674		67,244
Property and equipment, net	49		54
Operating lease right-of-use asset	578		318
Deferred offering costs	—		2,739
Security deposit	21		21
Total assets	$	217,322	$	70,376
Liabilities, convertible preferred and common stock and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	7,131	$	5,711
Accrued liabilities	11,757		12,803
Total current liabilities	18,888		18,514
Operating lease liability, net	156		192
Other noncurrent liabilities	111		121
Preferred stock warrants liability	—		871
Total liabilities	19,155		19,698
Commitments and contingencies (Note 6)
Convertible preferred and common stock:
Series A convertible preferred stock, par value of $0.001 per share; no shares and 22,791,777 shares authorized at March 31, 2024 and December 31, 2023, respectively; no shares and 21,977,282 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	—		44,621
Series A-1 convertible preferred stock, par value of $0.001 per share; no shares and 2,950,548 shares authorized at March 31, 2024 and December 31, 2023, respectively; no shares and 2,950,548 issued and outstanding at March 31, 2024 and December 31, 2023, respectively	—		9,893
Series B convertible preferred stock, par value of $0.001 per share; no shares and 28,019,181 shares authorized at March 31, 2024 and December 31, 2023, respectively; no shares and 28,019,181 issued and outstanding at March 31, 2024 and December 31, 2023, respectively	—		82,976
Class B convertible common stock, par value of $0.001 per share; no shares and 2,744,184 shares authorized at March 31, 2024 and December 31, 2023, respectively; no shares and 2,744,184 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	—		5,900
Total convertible preferred and common stock	—		143,390
Stockholders' equity (deficit) (1):


Common stock, par value of $0.00001 per share; 300,000,000 and 16,017,929 shares authorized at March 31, 2024 and December 31, 2023, respectively, 25,534,451 and 2,004,783 shares issued at March 31, 2024 and December 31, 2023, respectively, and 25,500,130 and 1,969,360 shares outstanding at March 31, 2024 and December 31, 2023, respectively	—		10
Additional paid-in capital	310,061		2,517
Accumulated deficit	(111,893)		(95,245)
Accumulated other comprehensive income (loss)	(1)		6
Total stockholders’ equity (deficit)	198,167		(92,712)
Total liabilities, convertible preferred and common stock and stockholders’ equity (deficit)	$	217,322	$	70,376


	Three Months Ended March 31,
	2024		2023
Operating expenses:
Research and development	$	10,537	$	10,325
Selling, general and administrative	5,551		2,291
Total operating expenses	16,088		12,616
Loss from operations	(16,088)		(12,616)
Other income (expense):
Other expense	(1,348)		(54)
Interest income	788		—
Total other income (expense), net	(560)		(54)


Net loss	$	(16,648)	$	(12,670)
Other comprehensive loss:
Unrealized loss on marketable securities	(7)		—
Comprehensive loss	$	(16,655)	$	(12,670)
Net loss per share, basic and diluted	$	(3.53)	$	(6.50)
Weighted-average common shares outstanding, basic and diluted (1)	4,717,613		1,950,653


	Convertible Preferred and Common Stock												Stockholders' Equity (Deficit)

	Series A Convertible Preferred Stock			Series A-1 Convertible Preferred Stock			Series B Convertible Preferred Stock			Class B Convertible Common Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance as of December 31, 2023 (1)	21,977,282	$	44,621	2,950,548	$	9,893	28,019,181	$	82,976	2,744,184	$	5,900	1,969,360	$	10	$	2,517	$	(95,245)	$	6	$	(92,712)
Conversion of convertible preferred stock and Class B convertible common stock to common stock as a result of the Merger and reset to par of $0.00001	(21,977,282)	(44,621)		(2,950,548)	(9,893)		(28,019,181)	(82,976)		(2,744,184)	(5,900)		11,260,672	(10)		143,400		—		—		143,390
Issuance of common stock to Graphite stockholders as a result of the Merger	—	—		—	—		—	—		—	—		8,320,485	—		116,145		—		—		116,145
Issuance of common stock from private placement, net	—	—		—	—		—	—		—	—		3,559,565	—		49,840		—		—		49,840
Reclassification of warrant liability to equity	—	—		—	—		—	—		—	—		—	—		1,918		—		—		1,918
Merger transaction costs	—	—		—	—		—	—		—	—		—	—		(5,146)		—		—		(5,146)
Unrealized gain (loss) on marketable securities	—	—		—	—		—	—		—	—		—	—		—		—		(7)		(7)
Exercise of stock options and common warrants	—	—		—	—		—	—		—	—		383,898	—		430		—		—		430
Vesting of early exercised stock options	—	—		—	—		—	—		—	—		6,150	—		10		—		—		10
Share-based compensation	—	—		—	—		—	—		—	—		—	—		947		—		—		947
Net loss	—	—		—	—		—	—		—	—		—	—		—		(16,648)		—		(16,648)
Balance as of March 31, 2024	—	$	—	—	$	—	—	$	—	—	$	—	25,500,130	$	—	$	310,061	$	(111,893)	$	(1)	$	198,167


	Convertible Preferred and Common Stock												Stockholders' Deficit

	Series A Convertible Preferred Stock			Series A-1 Convertible Preferred Stock			Series B Convertible Preferred Stock			Class B Convertible Common Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Stockholders' Deficit
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance as of December 31, 2022	21,977,282	$	44,621	2,950,548	$	9,893	—	$	—	2,744,184	$	5,900	1,946,988	$	10	$	1,098	$	(25,277)	$	—	$	(24,169)
Issuance of Series B convertible preferred stock, net of issuance costs	—	—		—	—		28,019,181	82,976		—	—		—	—		—		—		—		—

Vesting of early exercised stock options	—	—		—	—		—	—		—	—		5,593	—		19		—		—		19
Share-based compensation	—	—		—	—		—	—		—	—		—	—		142		—		—		142
Net loss	—	—		—	—		—	—		—	—		—	—		—		(12,670)		—		(12,670)
Balance as of March 31, 2023	21,977,282	$	44,621	2,950,548	$	9,893	28,019,181	$	82,976	2,744,184	$	5,900	1,952,581	$	10	$	1,259	$	(37,947)	$	—	$	(36,678)


	Fair Value Measurements at Reporting Date
	Total		Level 1		Level 2		Level 3
At March 31, 2024:
Cash equivalents
Money market funds	$	123,466	$	123,466	$	—	$	—
Total cash equivalents measured at fair value	$	123,466	$	123,466	$	—	$	—
Marketable securities
Commercial paper	$	9,942	$	—	$	9,942	$	—
U.S. treasury securities	1,991		1,991		—		—
U.S. government agency securities	989		—		989		—
Total marketable securities measured at fair value	$	12,922	$	1,991	$	10,931	$	—

At December 31, 2023:
Cash equivalents
Money market funds	$	7,962	$	7,962	$	—	$	—
Total cash equivalents measured at fair value	$	7,962	$	7,962	$	—	$	—
Marketable securities
Commercial paper	$	18,751	$	—	$	18,751	$	—
U.S. government agency securities	9,925		—		9,925		—
U.S. treasury securities	1,978		1,978		—		—
Total marketable securities measured at fair value	$	30,654	$	1,978	$	28,676	$	—
Liabilities
Convertible preferred stock warrants	$	871	$	—	$	—	$	871
Total liabilities measured at fair value	$	871	$	—	$	—	$	871


2024	$	117
2025	161
2026	41
Total undiscounted lease payments	319
Less: present value adjustment	(23)
Operating lease liabilities	$	296


	March 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Commercial paper	$	9,941	$	1	$	—	$	9,942
U.S. treasury securities	1,991		—		—		1,991
U.S. government agency securities	990		—		(1)		989
Totals	$	12,922	$	1	$	(1)	$	12,922


	Preferred Stock Warrants Liability
Balance at December 31, 2023	$	871
Change in fair value	1,047
Conversion of preferred stock warrants liability to equity	(1,918)
Balance at March 31, 2024	$	—


	March 31, 2024		December 31, 2023
Research and development accrued expense	$	3,703	$	10,289
Accrued transaction costs	5,134		—
Accrued payroll and related	816		1,998
Accrued insurance premiums	777		—


Operating lease liability, current portion	433		137
Other accrued liabilities	894		379
Total accrued liabilities	$	11,757	$	12,803


			March 31, 2024
Common stock warrants			164,676
Common stock options granted and outstanding			3,265,986
Shares available for issuance under incentive plans			1,686,148
Shares available under the 2024 Employee Stock Purchase Plan			250,995


	As of March 31,
	2024	2023
Convertible preferred stock	—	10,705,829
Class B convertible common stock	—	554,843
Preferred stock warrants	—	164,676
Common stock options granted and outstanding	3,265,986	1,065,984
Warrants to purchase common stock	164,676	95,034
Total	3,430,662	12,586,366


	Three Months Ended March 31,
	2024		2023		$ Change		% Change

Research and development	$	10,537	$	10,325	$	212	2	%
Selling, general and administrative	5,551		2,291		3,260		142	%





Total other income (expense), net	(560)		(54)		(506)

SEC Form 424B3 filed by Graphite Bio Inc.