As previously disclosed, on November 14, 2023, Graphite Bio, Inc., a Delaware corporation (“Graphite” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Graphite, Generate Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Graphite (“Merger Sub”), and Lenz Therapeutics, Inc., a Delaware corporation (“LENZ”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into LENZ (the “Merger”), with LENZ continuing as a wholly owned subsidiary of Graphite and the surviving corporation of the Merger.
| Item 7.01 | Regulation FD Disclosure |
In connection with the Merger, Graphite held a special meeting of its stockholders on March 14, 2024 (the “Special Meeting”), at which Graphite’s stockholders approved (i) effecting a reverse stock split of Graphite’s issued common stock at a ratio in the range between 1:6 and 1:12, inclusive, with the final ratio and effectiveness of all other ratios of such amendment and the abandonment of such amendment to be mutually agreed by the board of directors of Graphite and the board of directors of LENZ prior to the effective time (the “Reverse Stock Split”) and (ii) changing Graphite’s name to “LENZ Therapeutics, Inc.”, effective as of the effective time under the Merger Agreement (the “Name Change”). Graphite’s board of directors previously approved, subject to Graphite’s stockholder approval of the Reverse Stock Split at the Special Meeting, a final ratio of 1-for-7 for the Reverse Stock Split.
On March 21, 2024, prior to the closing of the Merger, Graphite will file a certificate of amendment to Graphite’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and the Name Change, each with an effective time of 4:01 p.m. Eastern Time on March 21, 2024 (the “Effective Time”).
As of the Effective Time, each 7 shares of Graphite common stock, par value $0.00001, per share of Graphite (“Common Stock”) outstanding immediately prior to the Effective Time will be combined and reclassified, automatically and without any action on the part of Graphite or its stockholders, into one new share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled (after taking into account all fractional shares of Common Stock otherwise issuable to such holder), the Company will, upon surrender of such holder’s certificate(s) representing such fractional shares of Common Stock (if any), pay cash in an amount equal to such fractional shares of Common Stock multiplied by the then fair value of the Common Stock as determined by the board of directors of the Company.
The Common Stock will commence 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 will be represented by a new CUSIP number 52635N103. The par value per share of the Common Stock will remain unchanged.
In addition, effective as of the Effective Time and as a result of the Reverse Stock Split, proportionate adjustments will be made in accordance with the terms of the 2020 Stock Option and Grant Plan, as amended from time to time and the 2021 Stock Option and Incentive Plan, as amended from time to time (collectively, the “Plans”), with respect to the number of shares subject to outstanding equity awards, the per-share exercise or purchase price (if any) with respect to those awards, and the number of shares of Common Stock reserved for future issuance under the Plans.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit
No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
