LENZ Therapeutics Inc 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number001-40532 LENZ THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)___________________________ 84-4867570(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization) 201 Lomas Santa Fe Dr., Suite 300Solana Beach,California92075(Address of principal executive offices, including zip code)(858)925-7000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.00001 per shareLENZThe Nasdaq Stock Market LLC Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNo☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. TableofContents Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNo☒ The aggregate market value of the registrant’s common stock held by non-affiliates, based upon the closing price of the common stockon June 28, 2024, as reported by The Nasdaq Stock Market LLC, was$362.6million. Shares of common stock held by each executiveofficer and director and by each other person who is deemed to be an affiliate of the registrant have been excluded from suchcomputation. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 12, 2025,27,542,874shares of the registrant's common stock were outstanding. None. PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities88Item 6.[Reserved]88Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations89Item 7A.Quantitative and Qualitative Disclosures About Market Risk97Item 8.Financial Statements and Supplementary Data98Item 9.Changes in and Disagreements with Accountants On Accounting and Financial Disclosure125Item 9A.Controls and Procedures125Item 9B.Other Information126Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item 10.Directors, Executive Officers and Corporate Governance127Item 11.Executive Compensation137Item 12.Security Owners