Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2024 | Oct. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40532 | |
Entity Registrant Name | LENZ THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4867570 | |
Entity Address, Address Line One | 201 Lomas Santa Fe Dr., Suite 300 | |
Entity Address, City or Town | Solana Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92075 | |
City Area Code | 858 | |
Local Phone Number | 925-7000 | |
Title of 12(b) Security | Common Stock, par value $0.00001 per share | |
Trading Symbol | LENZ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,500,892 | |
Entity Central Index Key | 0001815776 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 | ||
Current assets: | ||||
Cash and cash equivalents | $ 41,046 | $ 35,140 | ||
Marketable securities | 176,061 | 30,654 | ||
Prepaid expenses and other current assets | 3,483 | 1,450 | ||
Restricted cash | 114 | 0 | ||
Total current assets | 220,704 | 67,244 | ||
Property and equipment, net | 372 | 54 | ||
Operating lease right-of-use asset | 1,533 | 318 | ||
Deferred offering costs | 0 | 2,739 | ||
Other assets | 1,398 | 21 | ||
Total assets | 224,007 | 70,376 | ||
Current liabilities: | ||||
Accounts payable | 2,762 | 5,711 | ||
Accrued liabilities | 4,948 | 12,803 | ||
Total current liabilities | 7,710 | 18,514 | ||
Operating lease liability, net | 953 | 192 | ||
Other noncurrent liabilities | 64 | 121 | ||
Preferred stock warrants liability | 0 | 871 | ||
Total liabilities | 8,727 | 19,698 | ||
Commitments and contingencies (Note 6) | ||||
Convertible preferred and common stock: | ||||
Total convertible preferred and common stock | 0 | 143,390 | ||
Stockholders' deficit: | ||||
Common stock, par value of $0.00001 per share; 300,000,000 and 16,017,929 shares authorized at September 30, 2024 and December 31, 2023, respectively; 27,500,401 and 2,004,783 shares issued at September 30, 2024 and December 31, 2023, respectively; and 27,480,634 and 1,969,360 shares outstanding at September 30, 2024 and December 31, 2023, respectively | [1] | 0 | 10 | |
Additional paid-in capital | [1] | 347,119 | 2,517 | |
Accumulated deficit | [1] | (132,362) | (95,245) | |
Accumulated other comprehensive income | [1] | 523 | 6 | |
Total stockholders’ equity (deficit) | [2] | 215,280 | (92,712) | |
Total liabilities, convertible preferred and common stock and stockholders’ equity (deficit) | 224,007 | 70,376 | ||
Series A Convertible Preferred Stock | ||||
Convertible preferred and common stock: | ||||
Total convertible preferred and common stock | 0 | 44,621 | [2] | |
Series A-1 Convertible Preferred Stock | ||||
Convertible preferred and common stock: | ||||
Total convertible preferred and common stock | 0 | 9,893 | [2] | |
Series B Convertible Preferred Stock | ||||
Convertible preferred and common stock: | ||||
Total convertible preferred and common stock | 0 | 82,976 | ||
Class B Convertible Common Stock | ||||
Convertible preferred and common stock: | ||||
Total convertible preferred and common stock | $ 0 | $ 5,900 | [2] | |
[1] Retroactively recast for the reverse recapitalization as described in Note 3. Retroactively recast for the reverse recapitalization as described in Note 3. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2024 | Dec. 31, 2023 | |
Temporary equity, par value (in dollars per share) | $ 0.001 | ||
Temporary equity, shares authorized (in shares) | 53,761,506 | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, authorized (in shares) | 300,000,000 | 16,017,929 | |
Common stock, issued (in shares) | 27,500,401 | 2,004,783 | |
Common stock, outstanding (in shares) | 27,480,634 | 1,969,360 | |
Series A Convertible Preferred Stock | |||
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Temporary equity, shares authorized (in shares) | 0 | 22,791,777 | |
Temporary equity, shares issued (in shares) | 0 | 21,977,282 | |
Temporary equity, shares outstanding (in shares) | 0 | 21,977,282 | [1] |
Series A-1 Convertible Preferred Stock | |||
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Temporary equity, shares authorized (in shares) | 0 | 2,950,548 | |
Temporary equity, shares issued (in shares) | 0 | 2,950,548 | |
Temporary equity, shares outstanding (in shares) | 0 | 2,950,548 | [1] |
Series B Convertible Preferred Stock | |||
Temporary equity, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Temporary equity, shares authorized (in shares) | 0 | 28,019,181 | |
Temporary equity, shares issued (in shares) | 0 | 28,019,181 | |
Temporary equity, shares outstanding (in shares) | 0 | 28,019,181 | |
Class B Convertible Common Stock | |||
Temporary equity, shares outstanding (in shares) | 0 | 2,744,184 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, authorized (in shares) | 0 | 2,744,184 | |
Common stock, issued (in shares) | 0 | 2,744,184 | |
Common stock, outstanding (in shares) | 0 | 2,744,184 | |
[1] Retroactively recast for the reverse recapitalization as described in Note 3. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | ||
Operating expenses: | |||||
Research and development | $ 6,451 | $ 17,004 | $ 23,933 | $ 39,968 | |
Selling, general and administrative | 6,494 | 2,861 | 19,452 | 7,472 | |
Total operating expenses | 12,945 | 19,865 | 43,385 | 47,440 | |
Loss from operations | (12,945) | (19,865) | (43,385) | (47,440) | |
Other income (expense): | |||||
Other income (expense) | (6) | (101) | 281 | (174) | |
Interest income | 2,736 | 1,086 | 5,987 | 1,338 | |
Total other income, net | 2,730 | 985 | 6,268 | 1,164 | |
Net loss | (10,215) | (18,880) | (37,117) | (46,276) | |
Other comprehensive income (loss): | |||||
Unrealized gain (loss) on marketable securities | 585 | 9 | 517 | (5) | |
Comprehensive loss | $ (9,630) | $ (18,871) | $ (36,600) | $ (46,281) | |
Net loss per share attributable to common stockholders-basic | $ (0.38) | $ (9.62) | $ (1.93) | $ (23.66) | |
Net loss per share attributable to common stockholders-diluted | $ (0.38) | $ (9.62) | $ (1.93) | $ (23.66) | |
Weighted-average Class A common shares outstanding, basic (in shares) | [1] | 27,172,330 | 1,961,822 | 19,195,399 | 1,956,282 |
Weighted-average Class A common shares outstanding, diluted (in shares) | [1] | 27,172,330 | 1,961,822 | 19,195,399 | 1,956,282 |
[1] Retroactively recast for the reverse recapitalization as described in Note 3. See Note 2 for further information on weighted-average common shares outstanding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | 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) | |||||||
Beginning balance, temporary equity (in shares) at Dec. 31, 2022 | 21,977,282 | 2,950,548 | 0 | 2,744,184 | ||||||||||||
Beginning balance, temporary equity at Dec. 31, 2022 | $ 44,621 | $ 9,893 | $ 0 | $ 5,900 | ||||||||||||
Convertible Preferred and Common Stock | ||||||||||||||||
Issuance of Series B convertible preferred stock, net of issuance costs (in shares) | 28,019,181 | |||||||||||||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 82,976 | |||||||||||||||
Ending balance, temporary equity (in shares) at Mar. 31, 2023 | 21,977,282 | 2,950,548 | 28,019,181 | 2,744,184 | ||||||||||||
Ending balance, temporary equity at Mar. 31, 2023 | $ 44,621 | $ 9,893 | $ 82,976 | $ 5,900 | ||||||||||||
Beginning balance, common stock (in shares) at Dec. 31, 2022 | 1,946,988 | |||||||||||||||
Beginning balance at Dec. 31, 2022 | $ (24,169) | $ 10 | $ 1,098 | $ (25,277) | $ 0 | |||||||||||
Stockholders' Deficit | ||||||||||||||||
Vesting of early exercised stock options (in shares) | 5,593 | |||||||||||||||
Vesting of early exercised stock options | 19 | 19 | ||||||||||||||
Share-based compensation | 142 | 142 | ||||||||||||||
Net loss | (12,670) | (12,670) | ||||||||||||||
Ending balance, common stock (in shares) at Mar. 31, 2023 | 1,952,581 | |||||||||||||||
Ending balance at Mar. 31, 2023 | (36,678) | $ 10 | 1,259 | (37,947) | 0 | |||||||||||
Beginning balance, temporary equity (in shares) at Dec. 31, 2022 | 21,977,282 | 2,950,548 | 0 | 2,744,184 | ||||||||||||
Beginning balance, temporary equity at Dec. 31, 2022 | $ 44,621 | $ 9,893 | $ 0 | $ 5,900 | ||||||||||||
Ending balance, temporary equity (in shares) at Sep. 30, 2023 | 21,977,282 | 2,950,548 | 28,019,181 | 2,744,184 | ||||||||||||
Ending balance, temporary equity at Sep. 30, 2023 | $ 44,621 | $ 9,893 | $ 82,976 | $ 5,900 | ||||||||||||
Beginning balance, common stock (in shares) at Dec. 31, 2022 | 1,946,988 | |||||||||||||||
Beginning balance at Dec. 31, 2022 | (24,169) | $ 10 | 1,098 | (25,277) | 0 | |||||||||||
Stockholders' Deficit | ||||||||||||||||
Unrealized gain (loss) on marketable securities | (5) | |||||||||||||||
Net loss | (46,276) | |||||||||||||||
Ending balance, common stock (in shares) at Sep. 30, 2023 | 1,963,767 | |||||||||||||||
Ending balance at Sep. 30, 2023 | (69,568) | $ 10 | 1,980 | (71,553) | (5) | |||||||||||
Beginning balance, temporary equity (in shares) at Mar. 31, 2023 | 21,977,282 | 2,950,548 | 28,019,181 | 2,744,184 | ||||||||||||
Beginning balance, temporary equity at Mar. 31, 2023 | $ 44,621 | $ 9,893 | $ 82,976 | $ 5,900 | ||||||||||||
Ending balance, temporary equity (in shares) at Jun. 30, 2023 | 21,977,282 | 2,950,548 | 28,019,181 | 2,744,184 | ||||||||||||
Ending balance, temporary equity at Jun. 30, 2023 | $ 44,621 | $ 9,893 | $ 82,976 | $ 5,900 | ||||||||||||
Beginning balance, common stock (in shares) at Mar. 31, 2023 | 1,952,581 | |||||||||||||||
Beginning balance at Mar. 31, 2023 | (36,678) | $ 10 | 1,259 | (37,947) | 0 | |||||||||||
Stockholders' Deficit | ||||||||||||||||
Unrealized gain (loss) on marketable securities | (14) | (14) | ||||||||||||||
Vesting of early exercised stock options (in shares) | 5,593 | |||||||||||||||
Vesting of early exercised stock options | 19 | 19 | ||||||||||||||
Share-based compensation | 189 | 189 | ||||||||||||||
Net loss | (14,726) | (14,726) | ||||||||||||||
Ending balance, common stock (in shares) at Jun. 30, 2023 | 1,958,174 | |||||||||||||||
Ending balance at Jun. 30, 2023 | (51,210) | $ 10 | 1,467 | (52,673) | (14) | |||||||||||
Ending balance, temporary equity (in shares) at Sep. 30, 2023 | 21,977,282 | 2,950,548 | 28,019,181 | 2,744,184 | ||||||||||||
Ending balance, temporary equity at Sep. 30, 2023 | $ 44,621 | $ 9,893 | $ 82,976 | $ 5,900 | ||||||||||||
Stockholders' Deficit | ||||||||||||||||
Unrealized gain (loss) on marketable securities | 9 | 9 | ||||||||||||||
Vesting of early exercised stock options (in shares) | 5,593 | |||||||||||||||
Vesting of early exercised stock options | 19 | 19 | ||||||||||||||
Share-based compensation | 494 | 494 | ||||||||||||||
Net loss | (18,880) | (18,880) | ||||||||||||||
Ending balance, common stock (in shares) at Sep. 30, 2023 | 1,963,767 | |||||||||||||||
Ending balance at Sep. 30, 2023 | (69,568) | $ 10 | 1,980 | (71,553) | (5) | |||||||||||
Beginning balance, temporary equity (in shares) at Dec. 31, 2023 | 21,977,282 | [1] | 2,950,548 | [1] | 28,019,181 | [1] | 2,744,184 | |||||||||
Beginning balance, temporary equity at Dec. 31, 2023 | $ 143,390 | $ 44,621 | [1] | $ 9,893 | [1] | $ 82,976 | [1] | $ 5,900 | [1] | |||||||
Convertible Preferred and Common Stock | ||||||||||||||||
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 (in shares) | (21,977,282) | (2,950,548) | (28,019,181) | (2,744,184) | ||||||||||||
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 (in shares) | $ (44,621) | $ (9,893) | $ (82,976) | $ (5,900) | ||||||||||||
Ending balance, temporary equity (in shares) at Mar. 31, 2024 | 0 | 0 | 0 | 0 | ||||||||||||
Ending balance, temporary equity at Mar. 31, 2024 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Beginning balance, common stock (in shares) at Dec. 31, 2023 | 1,969,360 | 2,744,184 | 1,969,360 | [1] | ||||||||||||
Beginning balance at Dec. 31, 2023 | [1] | $ (92,712) | $ 10 | 2,517 | (95,245) | 6 | ||||||||||
Stockholders' Deficit | ||||||||||||||||
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 (in shares) | 11,260,672 | |||||||||||||||
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 | 143,390 | $ (10) | 143,400 | |||||||||||||
Issuance of common stock to Graphite stockholders as a result of the Merger (in shares) | 8,320,485 | |||||||||||||||
Issuance of common stock to Graphite stockholders as a result of the Merger | 116,145 | 116,145 | ||||||||||||||
Issuance of common stock from private placement, net (in shares) | 3,559,565 | |||||||||||||||
Issuance of common stock from private placement, net | 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 (in shares) | 383,898 | |||||||||||||||
Exercise of stock options and common warrants | 430 | 430 | ||||||||||||||
Vesting of early exercised stock options (in shares) | 6,150 | |||||||||||||||
Vesting of early exercised stock options | 10 | 10 | ||||||||||||||
Share-based compensation | 947 | 947 | ||||||||||||||
Net loss | (16,648) | (16,648) | ||||||||||||||
Ending balance, common stock (in shares) at Mar. 31, 2024 | 25,500,130 | |||||||||||||||
Ending balance at Mar. 31, 2024 | 198,167 | $ 0 | 310,061 | (111,893) | (1) | |||||||||||
Beginning balance, temporary equity (in shares) at Dec. 31, 2023 | 21,977,282 | [1] | 2,950,548 | [1] | 28,019,181 | [1] | 2,744,184 | |||||||||
Beginning balance, temporary equity at Dec. 31, 2023 | 143,390 | $ 44,621 | [1] | $ 9,893 | [1] | $ 82,976 | [1] | $ 5,900 | [1] | |||||||
Ending balance, temporary equity (in shares) at Sep. 30, 2024 | 0 | 0 | 0 | 0 | ||||||||||||
Ending balance, temporary equity at Sep. 30, 2024 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Beginning balance, common stock (in shares) at Dec. 31, 2023 | 1,969,360 | 2,744,184 | 1,969,360 | [1] | ||||||||||||
Beginning balance at Dec. 31, 2023 | [1] | $ (92,712) | $ 10 | 2,517 | (95,245) | 6 | ||||||||||
Stockholders' Deficit | ||||||||||||||||
Unrealized gain (loss) on marketable securities | 517 | |||||||||||||||
Net loss | $ (37,117) | |||||||||||||||
Ending balance, common stock (in shares) at Sep. 30, 2024 | 27,480,634 | 0 | 27,480,634 | |||||||||||||
Ending balance at Sep. 30, 2024 | $ 215,280 | [1] | $ 0 | 347,119 | (132,362) | 523 | ||||||||||
Beginning balance, temporary equity (in shares) at Mar. 20, 2024 | 21,977,282 | 2,950,548 | ||||||||||||||
Stockholders' Deficit | ||||||||||||||||
Issuance of common stock to Graphite stockholders as a result of the Merger (in shares) | 8,320,485 | |||||||||||||||
Issuance of common stock from private placement, net (in shares) | 8,670,653 | |||||||||||||||
Merger transaction costs | $ (5,200) | |||||||||||||||
Beginning balance, temporary equity (in shares) at Mar. 31, 2024 | 0 | 0 | 0 | 0 | ||||||||||||
Beginning balance, temporary equity at Mar. 31, 2024 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Ending balance, temporary equity (in shares) at Jun. 30, 2024 | 0 | 0 | 0 | 0 | ||||||||||||
Ending balance, temporary equity at Jun. 30, 2024 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Beginning balance, common stock (in shares) at Mar. 31, 2024 | 25,500,130 | |||||||||||||||
Beginning balance at Mar. 31, 2024 | 198,167 | $ 0 | 310,061 | (111,893) | (1) | |||||||||||
Stockholders' Deficit | ||||||||||||||||
Unrealized gain (loss) on marketable securities | (61) | (61) | ||||||||||||||
Vesting of early exercised stock options (in shares) | 7,281 | |||||||||||||||
Vesting of early exercised stock options | 28 | 28 | ||||||||||||||
Adjustments to reverse recapitalization accounting and issuance of common stock from private placement | 31 | 31 | ||||||||||||||
Exercise stock options (in shares) | 338,260 | |||||||||||||||
Exercise of stock options | 3,413 | 3,413 | ||||||||||||||
Share-based compensation | 1,597 | 1,597 | ||||||||||||||
Net loss | (10,254) | (10,254) | ||||||||||||||
Ending balance, common stock (in shares) at Jun. 30, 2024 | 25,845,671 | |||||||||||||||
Ending balance at Jun. 30, 2024 | 192,921 | $ 0 | 315,130 | (122,147) | (62) | |||||||||||
Ending balance, temporary equity (in shares) at Sep. 30, 2024 | 0 | 0 | 0 | 0 | ||||||||||||
Ending balance, temporary equity at Sep. 30, 2024 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Stockholders' Deficit | ||||||||||||||||
Issuance of common stock from private placement, net (in shares) | 1,578,947 | |||||||||||||||
Issuance of common stock from private placement, net | 29,693 | 29,693 | ||||||||||||||
Unrealized gain (loss) on marketable securities | 585 | 585 | ||||||||||||||
Vesting of early exercised stock options (in shares) | 7,280 | |||||||||||||||
Vesting of early exercised stock options | 19 | 19 | ||||||||||||||
Adjustments to reverse recapitalization accounting and issuance of common stock from private placement | 29 | 29 | ||||||||||||||
Exercise stock options (in shares) | 48,736 | |||||||||||||||
Exercise of stock options | 57 | 57 | ||||||||||||||
Share-based compensation | 2,191 | 2,191 | ||||||||||||||
Net loss | $ (10,215) | (10,215) | ||||||||||||||
Ending balance, common stock (in shares) at Sep. 30, 2024 | 27,480,634 | 0 | 27,480,634 | |||||||||||||
Ending balance at Sep. 30, 2024 | $ 215,280 | [1] | $ 0 | $ 347,119 | $ (132,362) | $ 523 | ||||||||||
[1] Retroactively recast for the reverse recapitalization as described in Note 3. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED AND COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Jul. 17, 2024 | Dec. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Exercise of stock options | $ 57 | $ 3,413 | ||||||||
Unrealized gain (loss) on marketable securities | 585 | (61) | $ (7) | $ 9 | $ (14) | $ 517 | $ (5) | |||
Vesting of early exercised stock options | 19 | 28 | 10 | 19 | 19 | $ 19 | ||||
Share-based compensation | 2,191 | 1,597 | 947 | 494 | 189 | 142 | ||||
Net loss | (10,215) | (10,254) | $ (16,648) | $ (18,880) | $ (14,726) | $ (12,670) | $ (37,117) | $ (46,276) | ||
Adjustments to reverse recapitalization accounting and issuance of common stock from private placement | $ 29 | $ 31 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (37,117) | $ (46,276) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 33 | 11 |
Accretion of discounts on marketable securities | (2,593) | (546) |
Change in fair value of preferred stock warrants | 1,047 | 146 |
Share-based compensation expense | 4,735 | 825 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (684) | 485 |
Accounts payable | (5,599) | (232) |
Accrued liabilities | (8,758) | 6,167 |
Other assets | (1,377) | 10 |
Net cash used in operating activities | (50,313) | (39,410) |
Cash flows from investing activities | ||
Purchases of marketable securities | (195,297) | (46,264) |
Proceeds from maturities of marketable securities | 53,000 | 1,500 |
Purchases of property and equipment | (319) | (30) |
Net cash used in investing activities | (142,616) | (44,794) |
Cash flows from financing activities | ||
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | 0 | 82,976 |
Deferred offering costs | 0 | (568) |
Proceeds from issuance of common stock, net of issuance costs | 79,598 | 0 |
Cash, cash equivalents, and restricted cash acquired in connection with the Merger | 117,824 | 0 |
Merger transaction costs | (2,373) | 0 |
Proceeds from exercises of stock options | 3,900 | 203 |
Net cash provided by financing activities | 198,949 | 82,611 |
Net increase in cash, cash equivalents, and restricted cash | 6,020 | (1,593) |
Cash and cash equivalents, beginning of the period | 35,140 | 44,441 |
Cash, cash equivalents, and restricted cash, end of the period | 41,160 | 42,848 |
Supplemental cash flow information | ||
Reclassification of warrant liability to equity | 1,918 | 0 |
Prepaid expenses and other current assets assumed in the Merger | 1,313 | 0 |
Accounts payable and accrued liabilities assumed in the Merger | 2,950 | 0 |
Common stock issuance costs included in accounts payable and accrued expenses | 81 | 0 |
Right-of-use assets assumed in the Merger in exchange for operating lease liabilities | 146 | 0 |
Right-of-use assets obtained in exchange for operating lease liabilities | 1,205 | 190 |
Property and equipment included in accrued expenses | 32 | 0 |
Deferred offering costs included in accounts payable and accrued expenses | 0 | 1,298 |
Series A, A-1, And B Convertible Preferred Stock To Common Stock | ||
Supplemental cash flow information | ||
Conversion of stock to common stock | 137,490 | 0 |
Class B Convertible Common Stock To Common Stock | ||
Supplemental cash flow information | ||
Conversion of stock to common stock | $ 5,900 | $ 0 |
Organization and Liquidity
Organization and Liquidity | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Organization and Liquidity | Organization and Liquidity Description of the Business LENZ Therapeutics, Inc. ("LENZ" or the "Company"), formerly known as Graphite Bio, Inc. ("Graphite"), was incorporated in Ontario, Canada in June 2017 as Longbow Therapeutics Inc., and was reincorporated in the State of Delaware in October 2019. The Company has a wholly owned subsidiary, LENZ Therapeutics Operations, Inc. ("LENZ OpCo"), previously named Lenz Therapeutics, Inc., which became a corporation in Delaware on October 28, 2020 upon the filing of a Certificate of Conversion to convert Presbyopia Therapies, LLC, a Delaware limited liability company (formed in September 2013), to a Delaware corporation. The Company is a late-stage clinical company developing innovative ophthalmic pharmaceutical products. Reverse Merger Transaction On March 21, 2024, Graphite and LENZ OpCo completed a merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”) dated November 14, 2023, pursuant to which, among other matters, Generate Merger Sub, Inc., a wholly-owned subsidiary of Graphite, merged with and into LENZ OpCo, with LENZ OpCo surviving the merger as the surviving corporation and a wholly-owned subsidiary of Graphite (the “Merger”). In connection with the Merger, Graphite changed its name to “LENZ Therapeutics, Inc.” The Merger was accounted for as a reverse recapitalization, with LENZ OpCo being treated as the acquirer for accounting purposes. See discussions of the transactions in connection with the Merger in Note 3 . Liquidity As of September 30, 2024, the Company has devoted substantially all of its efforts to product development and has not realized product revenues from its planned principal operations. The Company has a limited operating history, and the sales and income potential of the Company’s business and market are unproven. The Company has experienced net losses since its inception and, as of September 30, 2024, had an accumulated deficit of $132.4 million. The Company expects to incur additional losses in the future as it continues its research and development efforts, advances its product candidate through clinical development, seeks regulatory approval for LNZ100, prepares for commercialization, hires additional personnel, protects its intellectual property, and grows its business. The Company may need to raise additional capital to support its continuing operations and pursue its long-term business plan, including the development and commercialization of its product candidate, if approved. Such activities are subject to significant risks and uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements were prepared based on the accrual method of accounting in accordance with U.S. generally accepted accounting principles ("GAAP"). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). The accompanying condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and its cash flows for the periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes for the year ended December 31, 2023, which are contained in the Company's final 424B3 prospectus filed with the SEC on September 19, 2024. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period. All intercompany accounts and transactions have been eliminated in consolidation. Since LENZ OpCo was determined to be the accounting acquirer in connection with the Merger, for periods prior to the Merger, the condensed consolidated financial statements were prepared on a stand-alone basis for LENZ OpCo and did not include the combined entities activity or financial position. Subsequent to the Merger, the condensed consolidated financial statements as of and for the nine months ended September 30, 2024 include Graphite’s activity from March 21, 2024 through September 30, 2024, and assets and liabilities at their acquisition date fair value. Historical share and per share figures of LENZ OpCo have been retroactively recast based on the Merger exchange ratio of 0.2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Estimates used in preparing the accompanying financial statements include, but are not limited to, estimates related to the research and development accruals, preferred stock warrants liability, and share-based compensation. Although actual results could differ from those estimates, management does not believe that such differences would be material. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments, which potentially subject the Company to a concentration of credit risk, consist primarily of cash and cash equivalents and marketable securities. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash primarily in traditional checking and savings accounts and money market funds with a financial institution. Restricted cash of $0.1 million as of September 30, 2024 relates to a security deposit in the form of a letter of credit issued in connection with one of the Company's leases, which expires in March 2025. Marketable Securities The Company classifies marketable securities as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all marketable securities with maturity dates beyond three months at the date of purchase as current assets in the accompanying balance sheets. As of September 30, 2024, the Company had no intent to sell any marketable securities prior to maturity. Marketable securities classified as available-for-sale are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ deficit until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income as an adjustment to yield over the life of the instrument. Realized gains and losses are calculated using the specific identification method and recorded as interest income or expense. The Company invests in available-for-sale securities consisting of commercial paper, U.S. Treasury securities, U.S. agency securities, and Yankee debt securities. Available-for-sale securities are classified as marketable securities on the Company's condensed consolidated balance sheets. Long-term Investment Long-term investments without a readily determinable fair value are accounted for using the cost method. The cost method is applied when there is no active market for the investment, thus the fair value cannot be reliably determined. The cost of long-term investments include the purchase price, and are adjusted to fair value based on any observable changes in market value or any impairment losses. The Company has one long-term equity investment which is classified as a non-current asset in the condensed consolidated balance sheet, as the Company had no intent to sell or dispose of the long-term investment within one year of the balance sheet date. Equity investments without a readily determinable fair value are remeasured from time to time based on observable price changes in orderly transactions for an identical or similar investment. Changes in fair value due to observable price changes are recorded as other income (expense) in the condensed consolidated statement of operations and comprehensive loss in the period in which they occur. Impairment of long-term investments is assessed periodically or whenever there are indicators of potential impairment. An impairment loss is recognized if the carrying amount of the investment exceeds its recoverable amount. The recoverable amount is determined based on the higher of the investment's fair value less costs to sell or its value in use. Any impairment losses are recognized in the condensed consolidated statement of operations and comprehensive loss as an expense in the period in which they occur. Allowance for Credit Losses For available-for-sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or if it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For available-for-sale securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the severity of the impairment, any changes in interest rates, market conditions, changes to the underlying credit ratings and forecasted recovery, among other factors. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive income (loss) on the condensed consolidated balance sheets. The Company excludes the applicable accrued interest from both the fair value and amortized cost basis of available-for-sale securities for purposes of identifying and measuring an impairment. Accrued interest receivable on available-for-sale securities is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets. The Company’s accounting policy is to not measure an allowance for credit loss for accrued interest receivable and to write-off any uncollectible accrued interest receivable as a reversal of interest income in a timely manner, which is considered to be in the period in which it’s determined the accrued interest will not be collected. Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether it conveys the right to control the use of an identified asset in exchange for consideration. If a lease is identified, classification is determined at lease commencement. To date, all of the Company’s leases have been determined to be operating leases. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the estimated interest rate that the Company would have to pay to borrow on a collateralized basis, an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use ("ROU") assets are determined based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. The operating lease ROU asset also includes impairment charges if the Company determines the ROU asset is impaired. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Operating lease expenses are recognized, and the ROU assets are amortized on a straight-line basis over the lease term. Sublease income, if any, is recognized on a straight-line basis over the sublease term as a reduction to the Company's operating lease cost within general and administrative expenses in our condensed consolidated statements of operations. The Company has elected not to separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The Company has elected not to recognize leases with terms of one year or less on the condensed consolidated balance sheets. Deferred Offering Costs The Company capitalizes costs that are directly associated with equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss. The Company had capitalized deferred offering costs of $2.7 million as of December 31, 2023 related to the Merger. The Company had no capitalized deferred offering costs as of September 30, 2024. Research and Development Expenses and Related Prepaid Assets and Accrued Liabilities Research and development costs are expensed as incurred. Research and development expenses primarily consist of internal research and development expense, including personnel-related expenses (such as salaries, benefits and noncash stock-based compensation) and external research and development expenses incurred under arrangements with vendors conducting research and development services on the Company's behalf, such as contract research organizations ("CROs") and contract manufacturing organizations ("CMOs"). Payments made prior to the receipt of goods or services to be used in research and development are capitalized, evaluated for current or long-term classification, and included in prepaid expenses and other current assets or other assets in the balance sheets based on when the goods are received or the services are expected to be received or consumed, and recognized in research and development expenses when they are realized. The Company is required to estimate expenses resulting from its obligations under contracts with vendors, service providers and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in cash flows that do not match the periods over which materials or services are provided. The Company estimates and records accrued expenses for the related research and development activities based on the level of services performed but not yet invoiced pursuant to agreements established with its service providers, according to the progress of clinical trials or related activities, and discussions with applicable personnel and service providers as to the progress or state of consummation of goods and services. During the course of a clinical trial, the rate of expense recognition is adjusted if actual results differ from the Company’s estimates. Management estimates accrued expenses as of each balance sheet date in its financial statements based on the facts and circumstances known at that time. The clinical trial accrual is dependent in part upon the timely and accurate reporting of CROs, CMOs and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its estimates may vary from the actual results. To date, the Company has not experienced material differences between its accrued expenses and actual expenses. Preferred Stock Warrants Liability The Company had issued freestanding warrants to purchase shares of its Series A convertible preferred stock (Series A Convertible Preferred). Prior to the Merger, the Company revalued the warrants at each balance sheet date utilizing an option pricing method that back solved the fair value of the warrants based on recent financing transactions and also considered the enterprise value of the Company when considering potential exit events. The warrants’ estimated fair value as of the Merger date utilized the Black-Scholes model and the following input assumptions: risk free interest rate (4.3% - 4.4%), expected term (3.6 - 4.1 years), dividend yield (0%), volatility (103.0% - 104.0%) and exercise price ($10.64 per common share). Changes in fair value were recognized as increases or reductions to other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The fair value of these warrants was classified as a non-current liability in the condensed consolidated balance sheet since the underlying Series A Convertible Preferred stock was potentially redeemable. Pursuant to the Merger Agreement, the Series A Convertible preferred stock warrants became warrants to purchase shares of the Company's common stock. As a result of the Merger, the warrants no longer meet the requirements for liability accounting and, as such, the Company adjusted the value of the warrants to the estimated fair value as of the Merger date and reclassified them to stockholders' equity. Share-Based Compensation The Company maintains equity incentive plans as a long-term incentive for employees, directors, and non-employee service providers. All share-based payments to employees and directors, including grants of incentive stock options, nonqualified stock options, restricted stock awards, unrestricted stock awards, or restricted stock units, are recognized as expense based on their grant date fair values. T he Company recognizes expense on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. Stock-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss based on the function to which the related services are provided. The Company has elected to account for forfeitures as they occur. Stock Options The Company estimated the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions. A discussion of management’s methodology for developing the assumptions used in the valuation model follows: Fair Value of Common Stock —Prior to the Merger, there was no public market for LENZ OpCo’s common stock. The fair value of LENZ OpCo’s common stock was determined by the board of directors with input from management and consideration of third-party valuation reports. In the absence of a public trading market, and as a clinical-stage company with no significant revenues, LENZ OpCo believed that it was appropriate to consider a range of factors to determine the fair market value of the common stock at each grant date. In determining the fair value of its common stock, LENZ OpCo used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants’ ("AICPA") Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation . In addition, LENZ OpCo considered various objective and subjective factors, along with input from an independent third-party valuation firm. The factors included (1) the achievement of clinical and operational milestones by LENZ OpCo; (2) the significant risks associated with LENZ OpCo's stage of development; (3) capital market conditions for life science companies, particularly similarly situated, privately held, early-stage life science companies; (4) LENZ OpCo's available cash, financial condition, and results of operations; (5) the most recent sales of LENZ OpCo's convertible preferred stock; and (6) the preferential rights of LENZ OpCo's outstanding convertible preferred stock and Class B convertible common stock. Subsequent to the Merger, the Company uses the closing stock price on the grant date to determine the grant date fair value, adjusted for special dividends, if any. Expected Dividend Yield —The expected dividend yield is based on the Company’s historical and expected dividend payouts. The Company has historically paid no dividends, other than the special dividend paid by Graphite immediately prior to the close of the Merger, and does not anticipate dividends to be paid in the future. Expected Equity Volatility —Due to the lack of a public market for LENZ OpCo’s common stock and the lack of company-specific historical and implied volatility data, LENZ OpCo based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics (e.g., public entities of similar size, complexity, stage of development, and industry focus). The historical volatility is calculated based on a period of time commensurate with the expected term assumption. Subsequent to the Merger, the Company uses an average volatility for comparable publicly-traded biopharmaceutical companies over a period equal to the expected term of the stock award grant as the Company does not yet have sufficient historical trading history for its own stock. Risk-Free Interest Rate —The risk-free interest rate is based on a United States Treasury instrument whose term is consistent with the expected term of the stock options. Expected Term —The Company uses the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Because of the uncertainty of the realization of deferred tax assets, the Company has recorded a valuation allowance against its net deferred tax assets. Liabilities are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes. As of September 30, 2024 and December 31, 2023, the Company had incurred no interest or penalties related to uncertain income tax benefits. The Company’s policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense. The Company has no accruals for interest or penalties in the balance sheets as of September 30, 2024 and December 31, 2023 and has not recognized interest or penalties in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 or 2023. Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Prior to the Merger, the convertible preferred stock and Class B convertible common stock were not participating securities, because they did not participate in losses. Stock options, preferred stock warrants, Class A warrants, Class B convertible common stock, and convertible preferred stock were considered potentially dilutive common stock. The Company computes diluted net loss per share attributable to common stockholders after giving consideration to all potentially dilutive common stock outstanding during the period, determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Prior to the Merger, the Company made adjustments to diluted net loss attributed to common stockholders to reflect the reversal of gains on the change in the value of preferred stock warrants liability, assuming conversion of warrants to acquire convertible preferred stock at the beginning of the period or at time of issuance, if later, to the extent that those preferred stock warrants are dilutive. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. For the nine months ended September 30, 2024, net loss per share included the weighted-average shares outstanding as a result of the Merger, and shares issued in conjunction with both the March 2024 PIPE Financing (as defined in Note 3) and the July 2024 PIPE Financing (as defined in Note 7). Other Comprehensive Income (Loss) Other comprehensive income (loss) represents the change in the Company’s stockholders’ equity (deficit) from all sources other than investments by or distributions to stockholders. The Company’s other comprehensive income (loss) is the result of unrealized gains and losses on marketable securities. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer acts as the CODM. The CODM views the Company’s operations and manages its business as one operating segment operating exclusively in the United States. The Company’s singular focus is on developing innovative ophthalmic pharmaceutical products, and has generated limited revenue since inception. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The update requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign jurisdictions if the amount is at least 5% of total income tax payments, net of refunds received. Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for the Company for annual periods beginning after December 15, 2025, with early adoption permitted. The Company has not yet completed its assessment of the impact of ASU 2023-09 on the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to improve existing disclosure requirements for segment reporting, primarily through enhanced disclosures about significant segment expenses and new disclosures requirements applicable to entities with a single reportable segment. This guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, on a retrospective basis. The Company expects to adopt this guidance for the annual period ending December 31, 2024 and has not yet determined the impact the adoption of this guidance will have on the Company's financial statements. |
Merger and Related Transactions
Merger and Related Transactions | 9 Months Ended |
Sep. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Merger and Related Transactions | Merger and Related Transactions As described in Note 1, LENZ OpCo merged with a wholly owned subsidiary of Graphite on March 21, 2024. The Merger was accounted for as a reverse recapitalization under GAAP. LENZ OpCo was considered the accounting acquirer for financial reporting purposes. This determination was based on the facts that, immediately following the Merger: former LENZ OpCo stockholders owned a substantial majority of the voting rights of the combined company; LENZ OpCo designated a majority (five of seven) of the initial members of the board of directors of the combined company; and no members of Graphite's senior management held key positions in senior management of the combined company. The transaction was accounted for as a reverse recapitalization of Graphite by LENZ OpCo similar to the issuance of equity for the net assets of Graphite, which were primarily cash and cash equivalents and other non-operating assets. It was concluded that any in-process research and development assets that remained as of the Merger were immaterial. Under reverse recapitalization accounting, the assets and liabilities of Graphite were recorded at their fair value, which approximated book value due to their short-term nature. The Company's condensed consolidated financial statements reflect the issuance of 8,670,653 shares and options to the former stockholders and option holders of Graphite. Graphite assumed each outstanding and unexercised option to purchase LENZ OpCo’s common stock, whether vested or not vested, and assumed each outstanding and unexercised warrant to purchase LENZ OpCo’s common stock or preferred stock, which became options and warrants to purchase shares of Graphite common stock. At the closing of the Merger, each outstanding share of LENZ OpCo’s common stock and preferred stock, and options and warrants to purchase LENZ OpCo’s common stock and preferred stock were converted into the right to receive or purchase 0.2022 shares of Graphite’s common stock, which resulted in the issuance by Graphite of an aggregate of 15,409,102 shares of, and options and warrants to purchase, Graphite common stock to the stockholders, option holders, and warrant holders of LENZ OpCo. In connection with the Merger Agreement, the Company concurrently entered into a subscription agreement (the “Subscription Agreement”) with certain institutional investors (the “PIPE investors”) pursuant to which, among other things, the Company agreed to issue to the PIPE investors shares of LENZ common stock immediately following the Merger in a private placement transaction for an aggregate purchase price of $53.5 million (the “March 2024 PIPE Financing”). Immediately following the consummation of the Merger and March 2024 PIPE Financing, LENZ OpCo, Graphite stockholders, and the PIPE investors collectively owned approximately 56%, 31%, and 13% of the Company, respectively, on a fully diluted basis. As part of the reverse recapitalization, LENZ OpCo received $112.6 million of cash and cash equivalents, net of transaction costs. LENZ OpCo also acquired assets, primarily prepaid and other current assets, of approximately $1.5 million and assumed payables and accruals of approximately $3.2 million. LENZ OpCo also incurred transaction costs of approximately $5.2 million, which was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated statements of convertible preferred and common stock and stockholders' equity. The Company also recorded a one-time charge of $0.3 million for the acceleration of the Graphite stock awards that is recorded in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs such as quoted prices in active markets. Level 2—Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument. The carrying amounts of the Company’s financial instruments, including cash equivalents classified within the Level 1 designation, prepaid and other current assets, accounts payable, and accrued liabilities approximate fair value due to their short maturities. Cash equivalents, marketable securities, and the preferred stock warrants liability are recorded at fair value on a recurring basis. Equity investments without a readily determinable fair value are recorded at cost and adjusted to fair value based on observable price changes in orderly transactions for identical or similar investment of the same issuer. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (in thousands): Fair Value Measurements at Reporting Date Total Level 1 Level 2 Level 3 At September 30, 2024: Cash equivalents Money market funds $ 28,379 $ 28,379 $ — $ — U.S. treasury securities 2,991 2,991 — $ — U.S. government securities 1,997 — 1,997 $ — Corporate debt securities 498 — 498 $ — Total cash equivalents measured at fair value $ 33,865 $ 31,370 $ 2,495 $ — Marketable securities Commercial paper $ 61,812 $ — $ 61,812 $ — U.S. government agency securities 43,490 — 43,490 — U.S. treasury securities 38,643 38,643 — — Corporate debt securities 31,421 — 31,421 — Yankee debt securities 695 — 695 — Total marketable securities measured at fair value $ 176,061 $ 38,643 $ 137,418 $ — 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 The following table presents the amortized cost and estimated fair market value of our cash equivalents and marketable securities as of the dates presented (in thousands): September 30, 2024 Amortized Cost Gross Gross Estimated Fair Cash equivalents: Money market funds $ 28,379 $ — $ — $ 28,379 U.S. treasury securities 2,990 1 — 2,991 U.S. government securities 1,997 — — 1,997 Corporate debt securities 498 — — 498 Marketable securities: Commercial paper $ 61,691 $ 137 $ (16) $ 61,812 U.S. treasury securities 38,474 169 — 38,643 U.S. government agency securities 43,366 125 (1) 43,490 Corporate debt securities 31,313 108 — 31,421 Yankee debt securities 694 1 — 695 Totals $ 209,402 $ 541 $ (17) $ 209,926 December 31, 2023 Amortized Cost Gross Gross Estimated Fair Marketable securities Commercial paper $ 18,742 $ 9 $ — $ 18,751 U.S. government agency securities 9,927 1 (3) 9,925 U.S. treasury securities 1,977 1 — 1,978 Totals $ 30,646 $ 11 $ (3) $ 30,654 The following table presents available-for-sale securities by contractual maturity date as of September 30, 2024 (in thousands): September 30, 2024 Amortized Cost Estimated Fair Value Due in one year or less $ 165,612 $ 166,073 Due after one year 9,926 9,988 Total $ 175,538 $ 176,061 As of September 30, 2024, eight of the Company's marketable securities with a fair market value of $11.7 million were in an immaterial aggregate gross unrealized loss position; these eight marketable securities have all been in a gross unrealized loss position for less than one year. When evaluating an investment for impairment, management reviews factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, intent to sell or the likelihood that the Company would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. Based on a review of these marketable securities, the Company believes none of the unrealized loss is the result of a credit loss as of September 30, 2024, because the Company does not intend to sell these securities, and it is not more-likely-than-not that the Company will be required to sell these securities before the recovery of their amortized cost basis. The Company did not transfer any assets measured at fair value on a recurring basis between levels during the nine months ended September 30, 2024 and 2023. The following table presents activity for the preferred stock warrants liability during the nine months ended September 30, 2024 (in thousands): 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 September 30, 2024 $ — No fair value liabilities exist as of September 30, 2024. Upon completion of the Merger, the preferred stock warrants became exercisable into shares of common stock and will no longer continue to be remeasured at each reporting date. Refer to Note 2 for further discussion on the valuation of the preferred stock warrants liability. Equity investment without a readily determinable fair value In conjunction with the Merger, the Company obtained an investment in common stock of an unfunded privately held, pre-clinical life sciences company, which the Company initially carried at no value. In May 2024, the private company executed a seed funding round ("Seed Financing"), which triggered an anti-dilution provision under the License and Option Agreement (“Option Agreement”), resulting in the issuance of additional shares of common stock. The Company identified the Seed Financing as an observable price change under the measurement alternative, and adjusted the equity investment from zero to an estimated fair value of $1.3 million at the time of the Seed Financing. There were no adjustments to the carrying value of the Company's investment without a readily determinable fair value during the three months ended September 30, 2024, and there were no downward adjustments to the carrying value of the Company's investment without a readily determinable fair value on both a cumulative basis or for the three and nine months ended September 30, 2024. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30, 2024 December 31, Accrued payroll and related $ 2,190 $ 1,998 Sales, general, and administrative accrued expense 1,146 376 Research and development accrued expense 982 10,289 Operating lease liability, current portion 625 137 Other accrued liabilities 5 3 Total accrued liabilities $ 4,948 $ 12,803 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases Commencing on April 1, 2022, LENZ OpCo entered into a lease agreement for office space in Del Mar, California, which was subsequently amended to expand the office space leased and extend the term (the "Del Mar lease"). In April 2024, the Company entered into a lease agreement for office space in Solana Beach, California (the "Lomas lease"). As of September 30, 2024, the weighted average remaining lease term was 2.8 years, and the weighted average discount rate used to determine the right-of-use assets and corresponding operating lease liabilities was 7.7%. Cash paid for operating leases approximated rent expense for the periods presented. Maturities of the operating lease liabilities as of September 30, 2024 for the Del Mar and Lomas leases are as follows (in thousands): 2024 $ 151 2025 577 2026 511 2027 361 Total undiscounted lease payments 1,600 Less: present value adjustment (168) Operating lease liabilities $ 1,432 Legal Proceedings From time to time, the Company may be subject to various litigation and related matters arising in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. In connection with the Merger, one complaint was filed in the United States District Court for the Northern District of California captioned Glen Chew v. Graphite Bio, Inc. et al., Case No. 3:24-cv-00613 (filed February 1, 2024) (the “Chew Complaint”) and one complaint was filed in the United States District Court for the District of Delaware captioned Kevin Turner v. Graphite Bio, Inc. et al., Case No. 1:24-cv-00241-UNA (filed February 22, 2024) (the “Turner Complaint” and collectively, the “Complaints”). The Complaints generally alleged that the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in Graphite’s Registration Statement on Form S-4 (File No. 333-275919), filed with the Securities and Exchange Commission (the “SEC”), misrepresents and/or omits certain purportedly material information relating to the Company's financial projections, the analyses performed by the financial advisor to Graphite’s Board of Directors in connection with the Merger, potential conflicts of interest of the financial advisor to Graphite’s Board of Directors, potential conflicts of interest of Graphite’s officers, and Graphite’s liquidation analysis. The Complaints asserted violations of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder against all defendants (Graphite, its Board of Directors and certain officers) and violations of Section 20(a) of the Exchange Act against Graphite’s directors and officers. The Complaints sought orders rescinding the Merger or awarding rescissory damages, as well as costs, including attorneys’ and experts’ fees. On March 22, 2024, the Chew Complaint was voluntarily dismissed and on April 17, 2024, the Turner Complaint was voluntarily dismissed. Graphite also received twelve demand letters by purported Graphite stockholders from December 14, 2023 to March 20, 2024 seeking additional disclosures in the Proxy Statement/Prospectus (the “Demands”). The Company cannot predict the outcome of any litigation or the Demands. The Company and the individual defendants intend to vigorously defend against the Demands and any subsequently filed similar actions. It is possible additional lawsuits may be filed or additional demand letters may be received arising out of the Merger. Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. Its exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To the extent permitted under Delaware law, the Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at a request in such capacity. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of September 30, 2024 and December 31, 2023, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Stockholders' Equity | Stockholders' Equity Convertible Preferred Stock Immediately prior to the closing of the Merger and as of December 31, 2023, LENZ OpCo had authorized 53,761,506 shares of preferred stock with a par value of $0.001. Immediately prior to the closing of the Merger and as of December 31, 2023, there were 21,977,282 shares of Series A, 2,950,548 shares of Series A-1, and 28,019,181 shares of Series B Convertible Preferred Stock (Series B) issued and outstanding. Immediately prior to the closing of the Merger and as of December 31, 2023, the total liquidation preference of issued and outstanding Series A, Series A-1, and Series B was $47.3 million, $10.0 million, and $83.5 million, or $2.15 per share, $3.3892 per share, and $2.9801 per share, respectively. At the closing of the Merger, the 52,947,011 shares of LENZ OpCo preferred stock were exchanged for 10,705,829 shares of Graphite’s common stock. Common Stock As of December 31, 2023, LENZ OpCo had authorized two series of common stock, designated Class A common stock and Class B convertible common stock. Immediately prior to the closing of the Merger and as of December 31, 2023, there were 11,838,624 and 9,915,013 shares of Class A common stock issued, respectively, and 11,668,867 and 9,739,818 shares of Class A common stock outstanding, respectively. Immediately prior to the closing of the Merger and as of December 31, 2023, there were 2,744,184 shares of Class B convertible common stock issued and outstanding. At the closing of the Merger, 11,838,624 and 11,668,867 issued and outstanding shares of Class A common stock, respectively, were exchanged for 2,393,729 and 2,359,408 shares of issued and outstanding shares of Graphite's common stock, respectively. Additionally, at the closing of the Merger, 2,744,184 shares of Class B convertible common stock were exchanged for 554,843 shares of Graphite's common stock. At the closing of the Merger on March 21, 2024, legacy Graphite stockholders held 8,320,485 shares of common stock. Concurrent with the closing of the Merger on March 21, 2024, the Company completed the March 2024 PIPE Financing of 3,559,565 shares for an aggregate purchase price of $53.5 million. On July 14, 2024, the Company 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, the Company agreed to sell 1,578,947 shares of the Company’s common stock, par value 0.00001 per share, 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. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Other than the special dividend paid by Graphite immediately prior to the close of the Merger, no dividends have been declared or paid by the Company through September 30, 2024, and any such dividends are not cumulative. Common stock reserved for future issuance consist of the following: September 30, 2024 Common stock warrants 164,676 Common stock options granted and outstanding 2,934,916 Shares available for issuance under incentive plans 1,630,222 Shares available under the 2024 Employee Stock Purchase Plan 250,995 Total 4,980,809 Warrants LENZ OpCo had issued warrants to acquire Class A common stock and Series A convertible preferred stock. The warrants to purchase 470,000 shares of Class A common stock had an exercise price of $0.21 per share and were issued in December 2020 with an expiration date in February 2024. In February 2024, prior to expiration, the holder exercised 470,000 warrants, resulting in $0.1 million of proceeds. These shares were subsequently exchanged for 95,034 shares of common stock at the closing of the Merger. The Series A preferred stock warrants had an exercise price of $2.15 per share and were issued in October 2020 with an expiration date in October 2027. There were no exercises of the Series A preferred stock warrants for any of the periods presented. In connection with the Merger, the Series A preferred stock warrants were converted to 164,676 common stock warrants of the Company at an exercise price of $10.64, and were subsequently reclassified to stockholders’ equity at their fair value of $1.9 million. Share-Based Compensation Share-based compensation expense was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Selling, general and administrative $ 1,215 $ 329 $ 3,203 $ 564 Research and development 976 165 1,532 261 Total $ 2,191 $ 494 $ 4,735 $ 825 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect: As of September 30, 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 2,934,916 1,883,938 Warrants to purchase common stock 164,676 95,034 Total 3,099,592 13,404,320 |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License Agreements | License Agreements In April 2022, the Company entered into a license and collaboration agreement providing an exclusive license (the "CORXEL License," formerly referred to as the "Ji Xing License") to certain of the Company’s intellectual property ("IP") for use in the treatment of presbyopia in humans in mainland China, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan (collectively, “Greater China”). The Company also agreed to negotiate a separate agreement for the purchase of clinical and commercial supply of products containing the IP for clinical and commercial requirements at cost plus a negotiated percentage and granted a right of first negotiation to obtain a regional license on other products the Company might develop outside the field of presbyopia for commercialization in Greater China. The Company received nonrefundable, non-creditable upfront payments totaling $15.0 million as initial consideration under the CORXEL License, which represents the transaction price at inception. In addition, the Company is also eligible to receive up to $95.0 million of regulatory and sales milestones, as well as tiered mid single-digit to low double-digit royalties on net sales in Greater China. Additional consideration to be paid to the Company upon reaching regulatory and sales milestones is excluded from the transaction price. Future milestone payments are fully contingent as the risk of significant revenue reversal will only be resolved depending on future regulatory approval and sales level outcomes. The sales-based royalty fee qualifies for the royalty constraint exception and does not require an estimate of the future transaction price. The sales-based royalty fee is considered variable consideration and will be recognized as revenue as such sales occur, if any. The Company assessed the promises made under the CORXEL License and concluded the CORXEL License comprises a single performance obligation providing the right to use functional intellectual property. The $15.0 million transaction price allocated to that single performance obligation was recognized on completion of the transfer of the CORXEL License during the year ended December 31, 2022. No contractual milestones were met under the CORXEL License during the nine months ended September 30, 2024 or 2023. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In March 2023, LENZ OpCo issued 22,146,905 shares of its Series B preferred stock for total cash proceeds of $66.0 million to investors, including to significant shareholders that had designated members on LENZ OpCo’s board of directors. Through the Subscription Agreement and March 2024 PIPE Financing executed in conjunction with the Merger, the Company issued 3,343,330 shares to investors that had designated members on the Company's board of directors. A member of the Company’s Board of Directors currently serves as a member of the board of directors of one of the Company’s vendors, and has served in that capacity since 2023. LENZ OpCo entered into a Master Services Agreement with this vendor in September 2023 to provide manufacturing services. Accordingly, the Company considers the vendor to be a related party. For the three and nine months ended September 30, 2024, fees incurred for services performed by the vendor were $0.2 million and $0.4 million, and were charged to research and development expenses. The Company had no amounts due to the vendor within accounts payable as of September 30, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ (10,215) | $ (10,254) | $ (16,648) | $ (18,880) | $ (14,726) | $ (12,670) | $ (37,117) | $ (46,276) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements were prepared based on the accrual method of accounting in accordance with U.S. generally accepted accounting principles ("GAAP"). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). The accompanying condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and its cash flows for the periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes for the year ended December 31, 2023, which are contained in the Company's final 424B3 prospectus filed with the SEC on September 19, 2024. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period. All intercompany accounts and transactions have been eliminated in consolidation. Since LENZ OpCo was determined to be the accounting acquirer in connection with the Merger, for periods prior to the Merger, the condensed consolidated financial statements were prepared on a stand-alone basis for LENZ OpCo and did not include the combined entities activity or financial position. Subsequent to the Merger, the condensed consolidated financial statements as of and for the nine months ended September 30, 2024 include Graphite’s activity from March 21, 2024 through September 30, 2024, and assets and liabilities at their acquisition date fair value. Historical share and per share figures of LENZ OpCo have been retroactively recast based on the Merger exchange ratio of 0.2022. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Estimates used in preparing the accompanying financial statements include, but are not limited to, estimates related to the research and development accruals, preferred stock warrants liability, and share-based compensation. Although actual results could differ from those estimates, management does not believe that such differences would be material. |
Concentration of Credit Risk and Other Risks and Uncertainties | Financial instruments, which potentially subject the Company to a concentration of credit risk, consist primarily of cash and cash equivalents and marketable securities. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash primarily in traditional checking and savings accounts and money market funds with a financial institution. Restricted cash of $0.1 million as of September 30, 2024 relates to a security deposit in the form of a letter of credit issued in connection with one of the Company's leases, which expires in March 2025. |
Marketable Securities | The Company classifies marketable securities as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all marketable securities with maturity dates beyond three months at the date of purchase as current assets in the accompanying balance sheets. As of September 30, 2024, the Company had no intent to sell any marketable securities prior to maturity. Marketable securities classified as available-for-sale are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ deficit until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income as an adjustment to yield over the life of the instrument. Realized gains and losses are calculated using the specific identification method and recorded as interest income or expense. The Company invests in available-for-sale securities consisting of commercial paper, U.S. Treasury securities, U.S. agency securities, and Yankee debt securities. Available-for-sale securities are classified as marketable securities on the Company's condensed consolidated balance sheets. |
Long-term Investment | Long-term investments without a readily determinable fair value are accounted for using the cost method. The cost method is applied when there is no active market for the investment, thus the fair value cannot be reliably determined. The cost of long-term investments include the purchase price, and are adjusted to fair value based on any observable changes in market value or any impairment losses. The Company has one long-term equity investment which is classified as a non-current asset in the condensed consolidated balance sheet, as the Company had no intent to sell or dispose of the long-term investment within one year of the balance sheet date. Equity investments without a readily determinable fair value are remeasured from time to time based on observable price changes in orderly transactions for an identical or similar investment. Changes in fair value due to observable price changes are recorded as other income (expense) in the condensed consolidated statement of operations and comprehensive loss in the period in which they occur. |
Allowance for Credit Losses | For available-for-sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or if it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For available-for-sale securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the severity of the impairment, any changes in interest rates, market conditions, changes to the underlying credit ratings and forecasted recovery, among other factors. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive income (loss) on the condensed consolidated balance sheets. |
Leases | The Company determines if an arrangement is or contains a lease at inception by assessing whether it conveys the right to control the use of an identified asset in exchange for consideration. If a lease is identified, classification is determined at lease commencement. To date, all of the Company’s leases have been determined to be operating leases. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the estimated interest rate that the Company would have to pay to borrow on a collateralized basis, an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use ("ROU") assets are determined based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. The operating lease ROU asset also includes impairment charges if the Company determines the ROU asset is impaired. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Operating lease expenses are recognized, and the ROU assets are amortized on a straight-line basis over the lease term. Sublease income, if any, is recognized on a straight-line basis over the sublease term as a reduction to the Company's operating lease cost within general and administrative expenses in our condensed consolidated statements of operations. The Company has elected not to separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The Company has elected not to recognize leases with terms of one year or less on the condensed consolidated balance sheets. |
Deferred Offering Costs | The Company capitalizes costs that are directly associated with equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive loss. |
Research and Development Expenses | Research and development costs are expensed as incurred. Research and development expenses primarily consist of internal research and development expense, including personnel-related expenses (such as salaries, benefits and noncash stock-based compensation) and external research and development expenses incurred under arrangements with vendors |
Prepaid Assets and Accrued Liabilities | Payments made prior to the receipt of goods or services to be used in research and development are capitalized, evaluated for current or long-term classification, and included in prepaid expenses and other current assets or other assets in the balance sheets based on when the goods are received or the services are expected to be received or consumed, and recognized in research and development expenses when they are realized. The Company is required to estimate expenses resulting from its obligations under contracts with vendors, service providers and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in cash flows that do not match the periods over which materials or services are provided. The Company estimates and records accrued expenses for the related research and development activities based on the level of services performed but not yet invoiced pursuant to agreements established with its service providers, according to the progress of clinical trials or related activities, and discussions with applicable personnel and service providers as to the progress or state of consummation of goods and services. During the course of a clinical trial, the rate of expense recognition is adjusted if actual results differ from the Company’s estimates. Management estimates accrued expenses as of each balance sheet date in its financial statements based on the facts and circumstances known at that time. The clinical trial accrual is dependent in part upon the timely and accurate reporting of CROs, CMOs and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its estimates may vary from the actual results. To date, the Company has not experienced material differences between its accrued expenses and actual expenses. |
Preferred Stock Warrant Liability | The Company had issued freestanding warrants to purchase shares of its Series A convertible preferred stock (Series A Convertible Preferred). Prior to the Merger, the Company revalued the warrants at each balance sheet date utilizing an option pricing method that back solved the fair value of the warrants based on recent financing transactions and also considered the enterprise value of the Company when considering potential exit events. The warrants’ estimated fair value as of the Merger date utilized the Black-Scholes model and the following input assumptions: risk free interest rate (4.3% - 4.4%), expected term (3.6 - 4.1 years), dividend yield (0%), volatility (103.0% - 104.0%) and exercise price ($10.64 per common share). Changes in fair value were recognized as increases or reductions to other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The fair value of these warrants was classified as a non-current liability in the condensed consolidated balance sheet since the underlying Series A Convertible Preferred stock was potentially redeemable. Pursuant to the Merger Agreement, the Series A Convertible preferred stock warrants became warrants to purchase shares of the Company's common stock. As a result of the Merger, the warrants no longer meet the requirements for liability accounting and, as such, the Company adjusted the value of the warrants to the estimated fair value as of the Merger date and reclassified them to stockholders' equity. |
Share-Based Compensation | The Company maintains equity incentive plans as a long-term incentive for employees, directors, and non-employee service providers. All share-based payments to employees and directors, including grants of incentive stock options, nonqualified stock options, restricted stock awards, unrestricted stock awards, or restricted stock units, are recognized as expense based on their grant date fair values. T he Company recognizes expense on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. Stock-based compensation is classified in the condensed consolidated statements of operations and comprehensive loss based on the function to which the related services are provided. The Company has elected to account for forfeitures as they occur. Stock Options The Company estimated the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions. A discussion of management’s methodology for developing the assumptions used in the valuation model follows: Fair Value of Common Stock —Prior to the Merger, there was no public market for LENZ OpCo’s common stock. The fair value of LENZ OpCo’s common stock was determined by the board of directors with input from management and consideration of third-party valuation reports. In the absence of a public trading market, and as a clinical-stage company with no significant revenues, LENZ OpCo believed that it was appropriate to consider a range of factors to determine the fair market value of the common stock at each grant date. In determining the fair value of its common stock, LENZ OpCo used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants’ ("AICPA") Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation . In addition, LENZ OpCo considered various objective and subjective factors, along with input from an independent third-party valuation firm. The factors included (1) the achievement of clinical and operational milestones by LENZ OpCo; (2) the significant risks associated with LENZ OpCo's stage of development; (3) capital market conditions for life science companies, particularly similarly situated, privately held, early-stage life science companies; (4) LENZ OpCo's available cash, financial condition, and results of operations; (5) the most recent sales of LENZ OpCo's convertible preferred stock; and (6) the preferential rights of LENZ OpCo's outstanding convertible preferred stock and Class B convertible common stock. Subsequent to the Merger, the Company uses the closing stock price on the grant date to determine the grant date fair value, adjusted for special dividends, if any. Expected Dividend Yield —The expected dividend yield is based on the Company’s historical and expected dividend payouts. The Company has historically paid no dividends, other than the special dividend paid by Graphite immediately prior to the close of the Merger, and does not anticipate dividends to be paid in the future. Expected Equity Volatility —Due to the lack of a public market for LENZ OpCo’s common stock and the lack of company-specific historical and implied volatility data, LENZ OpCo based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics (e.g., public entities of similar size, complexity, stage of development, and industry focus). The historical volatility is calculated based on a period of time commensurate with the expected term assumption. Subsequent to the Merger, the Company uses an average volatility for comparable publicly-traded biopharmaceutical companies over a period equal to the expected term of the stock award grant as the Company does not yet have sufficient historical trading history for its own stock. Risk-Free Interest Rate —The risk-free interest rate is based on a United States Treasury instrument whose term is consistent with the expected term of the stock options. Expected Term —The Company uses the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Because of the uncertainty of the realization of deferred tax assets, the Company has recorded a valuation allowance against its net deferred tax assets. Liabilities are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes. As of September 30, 2024 and December 31, 2023, the Company had incurred no interest or penalties related to uncertain income tax benefits. |
Net Loss Per Share | Basic net loss per share is calculated by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Prior to the Merger, the convertible preferred stock and Class B convertible common stock were not participating securities, because they did not participate in losses. Stock options, preferred stock warrants, Class A warrants, Class B convertible common stock, and convertible preferred stock were considered potentially dilutive common stock. The Company computes diluted net loss per share attributable to common stockholders after giving consideration to all potentially dilutive common stock outstanding during the period, determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Prior to the Merger, the Company made adjustments to diluted net loss attributed to common stockholders to reflect the reversal of gains on the change in the value of preferred stock warrants liability, assuming conversion of warrants to acquire convertible preferred stock at the beginning of the period or at time of issuance, if later, to the extent that those preferred stock warrants are dilutive. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. For the nine months ended September 30, 2024, net loss per share included the weighted-average shares outstanding as a result of the Merger, and shares issued in conjunction with both the March 2024 PIPE Financing (as defined in Note 3) and the July 2024 PIPE Financing (as defined in Note 7). |
Other Comprehensive Income | Other comprehensive income (loss) represents the change in the Company’s stockholders’ equity (deficit) from all sources other than investments by or distributions to stockholders. The Company’s other comprehensive income (loss) is the result of unrealized gains and losses on marketable securities. |
Segment Reporting | Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer acts as the CODM. The CODM views the Company’s operations and manages its business as one operating segment operating exclusively in the United States. The Company’s singular focus is on developing innovative ophthalmic pharmaceutical products, and has generated limited revenue since inception. |
Recent Accounting Pronouncements | In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The update requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign jurisdictions if the amount is at least 5% of total income tax payments, net of refunds received. Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for the Company for annual periods beginning after December 15, 2025, with early adoption permitted. The Company has not yet completed its assessment of the impact of ASU 2023-09 on the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to improve existing disclosure requirements for segment reporting, primarily through enhanced disclosures about significant segment expenses and new disclosures requirements applicable to entities with a single reportable segment. This guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, on a retrospective basis. The Company expects to adopt this guidance for the annual period ending December 31, 2024 and has not yet determined the impact the adoption of this guidance will have on the Company's financial statements. |
Fair Value Measurements | The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs such as quoted prices in active markets. Level 2—Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument. The carrying amounts of the Company’s financial instruments, including cash equivalents classified within the Level 1 designation, prepaid and other current assets, accounts payable, and accrued liabilities approximate fair value due to their short maturities. Cash equivalents, marketable securities, and the preferred stock warrants liability are recorded at fair value on a recurring basis. Equity investments without a readily determinable fair value are recorded at cost and adjusted to fair value based on observable price changes in orderly transactions for identical or similar investment of the same issuer. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are as follows (in thousands): Fair Value Measurements at Reporting Date Total Level 1 Level 2 Level 3 At September 30, 2024: Cash equivalents Money market funds $ 28,379 $ 28,379 $ — $ — U.S. treasury securities 2,991 2,991 — $ — U.S. government securities 1,997 — 1,997 $ — Corporate debt securities 498 — 498 $ — Total cash equivalents measured at fair value $ 33,865 $ 31,370 $ 2,495 $ — Marketable securities Commercial paper $ 61,812 $ — $ 61,812 $ — U.S. government agency securities 43,490 — 43,490 — U.S. treasury securities 38,643 38,643 — — Corporate debt securities 31,421 — 31,421 — Yankee debt securities 695 — 695 — Total marketable securities measured at fair value $ 176,061 $ 38,643 $ 137,418 $ — 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 |
Schedule of Marketable Securities | The following table presents the amortized cost and estimated fair market value of our cash equivalents and marketable securities as of the dates presented (in thousands): September 30, 2024 Amortized Cost Gross Gross Estimated Fair Cash equivalents: Money market funds $ 28,379 $ — $ — $ 28,379 U.S. treasury securities 2,990 1 — 2,991 U.S. government securities 1,997 — — 1,997 Corporate debt securities 498 — — 498 Marketable securities: Commercial paper $ 61,691 $ 137 $ (16) $ 61,812 U.S. treasury securities 38,474 169 — 38,643 U.S. government agency securities 43,366 125 (1) 43,490 Corporate debt securities 31,313 108 — 31,421 Yankee debt securities 694 1 — 695 Totals $ 209,402 $ 541 $ (17) $ 209,926 December 31, 2023 Amortized Cost Gross Gross Estimated Fair Marketable securities Commercial paper $ 18,742 $ 9 $ — $ 18,751 U.S. government agency securities 9,927 1 (3) 9,925 U.S. treasury securities 1,977 1 — 1,978 Totals $ 30,646 $ 11 $ (3) $ 30,654 |
Investments Classified by Contractual Maturity Date | The following table presents available-for-sale securities by contractual maturity date as of September 30, 2024 (in thousands): September 30, 2024 Amortized Cost Estimated Fair Value Due in one year or less $ 165,612 $ 166,073 Due after one year 9,926 9,988 Total $ 175,538 $ 176,061 |
Schedule of Preferred Stock Warrant Liability Activity | The following table presents activity for the preferred stock warrants liability during the nine months ended September 30, 2024 (in thousands): 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 September 30, 2024 $ — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, 2024 December 31, Accrued payroll and related $ 2,190 $ 1,998 Sales, general, and administrative accrued expense 1,146 376 Research and development accrued expense 982 10,289 Operating lease liability, current portion 625 137 Other accrued liabilities 5 3 Total accrued liabilities $ 4,948 $ 12,803 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) $ in Thousands | 9 Months Ended |
Sep. 30, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Liability | Maturities of the operating lease liabilities as of September 30, 2024 for the Del Mar and Lomas leases are as follows (in thousands): 2024 $ 151 2025 577 2026 511 2027 361 Total undiscounted lease payments 1,600 Less: present value adjustment (168) Operating lease liabilities $ 1,432 |
2026 | $ 511 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Class A Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consist of the following: September 30, 2024 Common stock warrants 164,676 Common stock options granted and outstanding 2,934,916 Shares available for issuance under incentive plans 1,630,222 Shares available under the 2024 Employee Stock Purchase Plan 250,995 Total 4,980,809 |
Schedule of Share-Based Compensation Expense | Share-based compensation expense was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Selling, general and administrative $ 1,215 $ 329 $ 3,203 $ 564 Research and development 976 165 1,532 261 Total $ 2,191 $ 494 $ 4,735 $ 825 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect: As of September 30, 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 2,934,916 1,883,938 Warrants to purchase common stock 164,676 95,034 Total 3,099,592 13,404,320 |
Organization and Liquidity (Det
Organization and Liquidity (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | [1] | $ (132,362) | $ (95,245) |
Existing cash, cash equivalents, and marketable securities | $ 217,200 | ||
[1] Retroactively recast for the reverse recapitalization as described in Note 3. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2024 USD ($) yr | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) yr segment | Sep. 30, 2023 USD ($) | Mar. 21, 2024 | Dec. 31, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Recapitalization exchange ratio | 0.2022 | |||||
Restricted cash | $ 114 | $ 114 | $ 0 | |||
Deferred offering costs | 0 | 0 | 2,739 | |||
Income taxes, accruals for interest and penalties | 0 | 0 | $ 0 | |||
Income taxes, interest or penalties expense | $ 0 | $ 0 | $ 0 | $ 0 | ||
Number of operating segments | segment | 1 | |||||
Measurement Input, Expected Dividend Rate | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, measurement input | 0 | 0 | ||||
Measurement Input, Exercise Price | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, measurement input | 10.64 | 10.64 | ||||
Minimum | Risk-free interest rate | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, measurement input | 0.043 | 0.043 | ||||
Minimum | Measurement Input, Expected Term | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, measurement input | yr | 3.6 | 3.6 | ||||
Minimum | Volatility rate | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, measurement input | 1.030 | 1.030 | ||||
Maximum | Risk-free interest rate | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, measurement input | 0.044 | 0.044 | ||||
Maximum | Measurement Input, Expected Term | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, measurement input | yr | 4.1 | 4.1 | ||||
Maximum | Volatility rate | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, measurement input | 1.040 | 1.040 |
Merger and Related Transactio_2
Merger and Related Transactions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 17, 2024 USD ($) | Mar. 21, 2024 USD ($) member shares | Jul. 31, 2024 shares | Mar. 31, 2024 USD ($) | Sep. 30, 2024 USD ($) | |
Reverse Recapitalization [Line Items] | |||||
Number of board of directors, former stockholders | member | 5 | ||||
Number of board of directors, combined company | member | 7 | ||||
Issuance of common stock from private placement, net (in shares) | shares | 8,670,653 | ||||
Recapitalization exchange ratio | 0.2022 | ||||
Sale of stock, number of shares issued (in shares) | shares | 15,409,102 | 1,578,947 | |||
Sale of stock, consideration received | $ 30,000 | $ 53,500 | |||
Sale of stock, percentage of ownership following transaction | 56% | ||||
Cash and cash equivalents acquired | $ 112,600 | ||||
Assets acquired | 1,500 | ||||
Payables and accruals acquired | 3,200 | ||||
Merger transaction costs | $ 5,200 | $ 5,146 | |||
Acceleration of stock awards, expense | $ 300 | ||||
Graphite Bio, Inc. Stockholders | |||||
Reverse Recapitalization [Line Items] | |||||
Sale of stock, percentage of ownership following transaction | 31% | ||||
PIPE Investors | |||||
Reverse Recapitalization [Line Items] | |||||
Sale of stock, percentage of ownership following transaction | 13% |
Financial Instruments - Schedul
Financial Instruments - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | $ 33,865 | $ 7,962 |
Total marketable securities measured at fair value | 176,061 | 30,654 |
Preferred stock warrants liability | 0 | 871 |
Total liabilities measured at fair value | 0 | 871 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 61,812 | 18,751 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 38,643 | 1,978 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 43,490 | 9,925 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 31,421 | |
Yankee debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 695 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 28,379 | 7,962 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 2,991 | |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 1,997 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 498 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 31,370 | 7,962 |
Total marketable securities measured at fair value | 38,643 | 1,978 |
Preferred stock warrants liability | 0 | |
Total liabilities measured at fair value | 0 | |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | 0 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 38,643 | 1,978 |
Level 1 | U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | 0 |
Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | |
Level 1 | Yankee debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 28,379 | 7,962 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 2,991 | |
Level 1 | U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 0 | |
Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 2,495 | 0 |
Total marketable securities measured at fair value | 137,418 | 28,676 |
Preferred stock warrants liability | 0 | |
Total liabilities measured at fair value | 0 | |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 61,812 | 18,751 |
Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | 0 |
Level 2 | U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 43,490 | 9,925 |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 31,421 | |
Level 2 | Yankee debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 695 | |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 0 | 0 |
Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 0 | |
Level 2 | U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 1,997 | |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 498 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 0 | 0 |
Total marketable securities measured at fair value | 0 | 0 |
Preferred stock warrants liability | 871 | |
Total liabilities measured at fair value | 871 | |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | 0 |
Level 3 | U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | 0 |
Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | |
Level 3 | Yankee debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities measured at fair value | 0 | |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 0 | $ 0 |
Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 0 | |
Level 3 | U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | 0 | |
Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents measured at fair value | $ 0 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Cash equivalents: | ||
Cash and cash equivalents | $ 41,046 | $ 35,140 |
Total cash equivalents measured at fair value | 33,865 | 7,962 |
Marketable securities: | ||
Amortized Cost | 175,538 | 30,646 |
Gross Unrealized Gains | 541 | 11 |
Gross Unrealized Losses | (17) | (3) |
Total marketable securities measured at fair value | 176,061 | 30,654 |
Total cash equivalents and marketable securities | 209,402 | |
Total estimated fair value of cash equivalents and marketable securities | 209,926 | |
Level 1 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 31,370 | 7,962 |
Marketable securities: | ||
Total marketable securities measured at fair value | 38,643 | 1,978 |
Level 2 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 2,495 | 0 |
Marketable securities: | ||
Total marketable securities measured at fair value | 137,418 | 28,676 |
Level 3 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 0 | 0 |
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | 0 |
Commercial paper | ||
Marketable securities: | ||
Amortized Cost | 61,691 | 18,742 |
Gross Unrealized Gains | 137 | 9 |
Gross Unrealized Losses | (16) | 0 |
Total marketable securities measured at fair value | 61,812 | 18,751 |
Commercial paper | Level 1 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | 0 |
Commercial paper | Level 2 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 61,812 | 18,751 |
Commercial paper | Level 3 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | 0 |
U.S. treasury securities | ||
Marketable securities: | ||
Amortized Cost | 38,474 | 1,977 |
Gross Unrealized Gains | 169 | 1 |
Gross Unrealized Losses | 0 | 0 |
Total marketable securities measured at fair value | 38,643 | 1,978 |
U.S. treasury securities | Level 1 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 38,643 | 1,978 |
U.S. treasury securities | Level 2 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | 0 |
U.S. treasury securities | Level 3 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | 0 |
U.S. government agency securities | ||
Marketable securities: | ||
Amortized Cost | 43,366 | 9,927 |
Gross Unrealized Gains | 125 | 1 |
Gross Unrealized Losses | (1) | (3) |
Total marketable securities measured at fair value | 43,490 | 9,925 |
U.S. government agency securities | Level 1 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | 0 |
U.S. government agency securities | Level 2 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 43,490 | 9,925 |
U.S. government agency securities | Level 3 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | 0 |
Corporate debt securities | ||
Marketable securities: | ||
Amortized Cost | 31,313 | |
Gross Unrealized Gains | 108 | |
Gross Unrealized Losses | 0 | |
Total marketable securities measured at fair value | 31,421 | |
Corporate debt securities | Level 1 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | |
Corporate debt securities | Level 2 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 31,421 | |
Corporate debt securities | Level 3 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | |
Yankee debt securities | ||
Marketable securities: | ||
Amortized Cost | 694 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 0 | |
Total marketable securities measured at fair value | 695 | |
Yankee debt securities | Level 1 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | |
Yankee debt securities | Level 2 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 695 | |
Yankee debt securities | Level 3 | ||
Marketable securities: | ||
Total marketable securities measured at fair value | 0 | |
Money market funds | ||
Cash equivalents: | ||
Cash and cash equivalents | 28,379 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total cash equivalents measured at fair value | 28,379 | 7,962 |
Money market funds | Level 1 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 28,379 | 7,962 |
Money market funds | Level 2 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 0 | 0 |
Money market funds | Level 3 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 0 | $ 0 |
U.S. treasury securities | ||
Cash equivalents: | ||
Cash and cash equivalents | 2,990 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 0 | |
Total cash equivalents measured at fair value | 2,991 | |
U.S. treasury securities | Level 1 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 2,991 | |
U.S. treasury securities | Level 2 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 0 | |
U.S. treasury securities | Level 3 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 0 | |
U.S. government agency securities | ||
Cash equivalents: | ||
Cash and cash equivalents | 1,997 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total cash equivalents measured at fair value | 1,997 | |
U.S. government agency securities | Level 1 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 0 | |
U.S. government agency securities | Level 2 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 1,997 | |
U.S. government agency securities | Level 3 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 0 | |
Corporate debt securities | ||
Cash equivalents: | ||
Cash and cash equivalents | 498 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total cash equivalents measured at fair value | 498 | |
Corporate debt securities | Level 1 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 0 | |
Corporate debt securities | Level 2 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | 498 | |
Corporate debt securities | Level 3 | ||
Cash equivalents: | ||
Total cash equivalents measured at fair value | $ 0 |
Financial Instruments - Investm
Financial Instruments - Investments Classified by Contractual Maturity Date (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Amortized Cost | ||
Due in one year or less | $ 165,612 | |
Due after one year | 9,926 | |
Amortized Cost | 175,538 | $ 30,646 |
Estimated Fair Value | ||
Due in one year or less | 166,073 | |
Due after one year | 9,988 | |
Total | $ 176,061 | $ 30,654 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 USD ($) position | Sep. 30, 2024 USD ($) position | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | ||||
Number of marketable securities in a gross unrealized loss position | position | 8 | 8 | ||
Fair market value of marketable securities in unrealized loss position | $ 11,700,000 | $ 11,700,000 | ||
Marketable securities, gross unrealized loss | 17,000 | 17,000 | $ 3,000 | |
Fair value liabilities | 0 | 0 | $ 871,000 | |
Equity without a readily determinable fair value | 1,300,000 | 1,300,000 | $ 0 | |
Upward adjustment | 0 | |||
Downward adjustment | $ 0 | $ 0 |
Financial Instruments - Preferr
Financial Instruments - Preferred Stock Warrants Liability (Details) - Preferred Stock Warrants Liability $ in Thousands | 9 Months Ended |
Sep. 30, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 871 |
Change in fair value | 1,047 |
Conversion of preferred stock warrants liability to equity | (1,918) |
Ending balance | $ 0 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related | $ 2,190 | $ 1,998 |
Sales, general, and administrative accrued expense | 1,146 | 376 |
Research and development accrued expense | 982 | 10,289 |
Operating lease liability, current portion | 625 | 137 |
Other accrued liabilities | 5 | 3 |
Total accrued liabilities | $ 4,948 | $ 12,803 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - demand_letter | 3 Months Ended | |
Mar. 20, 2024 | Sep. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Remaining lease term | 2 years 9 months 18 days | |
Operating lease liability, discount rate | 7.70% | |
Demand letters received | 12 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Operating Lease Liability (Details) $ in Thousands | Sep. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 151 |
2025 | 577 |
2026 | 511 |
2027 | 361 |
Total undiscounted lease payments | 1,600 |
Less: present value adjustment | (168) |
Operating lease liabilities | $ 1,432 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Jul. 17, 2024 USD ($) $ / shares | Mar. 22, 2024 USD ($) | Mar. 21, 2024 USD ($) shares $ / shares | Jul. 31, 2024 shares | Feb. 29, 2024 USD ($) shares | Mar. 31, 2024 USD ($) $ / shares shares | Sep. 30, 2024 vote $ / shares shares | Jun. 30, 2024 shares | Mar. 20, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2020 $ / shares shares | Oct. 31, 2020 $ / shares | ||
Temporary Equity [Line Items] | |||||||||||||||||
Temporary equity, shares authorized (in shares) | 53,761,506 | 53,761,506 | |||||||||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock, issued (in shares) | 27,500,401 | 2,004,783 | |||||||||||||||
Common stock, outstanding (in shares) | 27,480,634 | 1,969,360 | |||||||||||||||
Issuance of common stock to Graphite stockholders as a result of the Merger (in shares) | 8,320,485 | ||||||||||||||||
Sale of stock, number of shares issued (in shares) | 15,409,102 | 1,578,947 | |||||||||||||||
Sale of stock, consideration received | $ | $ 30,000 | $ 53,500 | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 19 | ||||||||||||||||
Vote per share of common stock | vote | 1 | ||||||||||||||||
Series A preferred stock warrants converted (in shares) | 164,676 | ||||||||||||||||
Reclassification of warrant liability to equity | $ | $ 1,900 | $ 1,918 | |||||||||||||||
LENZ OpCo Preferred Stock Exchanged for Graphite Common Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Shares issued, conversion of convertible preferred stock (in shares) | 10,705,829 | ||||||||||||||||
Class B Convertible Common Stock Exchanged for Graphite Common Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Shares issued, conversion of convertible preferred stock (in shares) | 554,843 | ||||||||||||||||
PIPE Financing | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Sale of stock, number of shares issued (in shares) | 3,559,565 | ||||||||||||||||
Sale of stock, consideration received | $ | $ 53,500 | ||||||||||||||||
December 2020 Warrants | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Warrants exercised, number of shares (in shares) | 470,000 | 470,000 | |||||||||||||||
Proceeds from warrant exercises | $ | $ 100 | ||||||||||||||||
Warrants exchanged at closing of Merger (in shares) | 95,034 | ||||||||||||||||
Warrants to purchase common stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 10.64 | ||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Temporary equity, shares authorized (in shares) | 0 | 22,791,777 | |||||||||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Temporary equity, shares issued (in shares) | 0 | 21,977,282 | 21,977,282 | ||||||||||||||
Temporary equity, shares outstanding (in shares) | 0 | 0 | 0 | 21,977,282 | 21,977,282 | [1] | 21,977,282 | 21,977,282 | 21,977,282 | 21,977,282 | |||||||
Liquidation preference | $ | $ 47,300 | $ 47,300 | |||||||||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 2.15 | $ 2.15 | |||||||||||||||
Conversion of convertible preferred stock (in shares) | 21,977,282 | ||||||||||||||||
Series A-1 Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Temporary equity, shares authorized (in shares) | 0 | 2,950,548 | |||||||||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Temporary equity, shares issued (in shares) | 0 | 2,950,548 | 2,950,548 | ||||||||||||||
Temporary equity, shares outstanding (in shares) | 0 | 0 | 0 | 2,950,548 | 2,950,548 | [1] | 2,950,548 | 2,950,548 | 2,950,548 | 2,950,548 | |||||||
Liquidation preference | $ | $ 10,000 | $ 10,000 | |||||||||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 3.3892 | $ 3.3892 | |||||||||||||||
Conversion of convertible preferred stock (in shares) | 2,950,548 | ||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Temporary equity, shares authorized (in shares) | 0 | 28,019,181 | |||||||||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Temporary equity, shares issued (in shares) | 0 | 28,019,181 | 28,019,181 | ||||||||||||||
Temporary equity, shares outstanding (in shares) | 0 | 28,019,181 | 28,019,181 | ||||||||||||||
Liquidation preference | $ | $ 83,500 | $ 83,500 | |||||||||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 2.9801 | $ 2.9801 | |||||||||||||||
Convertible preferred stock | LENZ OpCo Preferred Stock Exchanged for Graphite Common Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Conversion of convertible preferred stock (in shares) | 52,947,011 | ||||||||||||||||
Class A Common Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Common stock, issued (in shares) | 11,838,624 | 9,915,013 | |||||||||||||||
Common stock, outstanding (in shares) | 11,668,867 | 9,739,818 | |||||||||||||||
Class A Common Stock | December 2020 Warrants | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.21 | ||||||||||||||||
Class B convertible common stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Temporary equity, shares issued (in shares) | 2,744,184 | 2,744,184 | |||||||||||||||
Temporary equity, shares outstanding (in shares) | 2,744,184 | 2,744,184 | |||||||||||||||
Common Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Common stock, issued (in shares) | 2,393,729 | ||||||||||||||||
Common stock, outstanding (in shares) | 2,359,408 | ||||||||||||||||
Series A Preferred Stock | October 2020 Warrants | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.15 | ||||||||||||||||
[1] Retroactively recast for the reverse recapitalization as described in Note 3. |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Reserved for Future Issuance (Details) | Sep. 30, 2024 shares |
Class of Stock [Line Items] | |
Common stock, reserved for future issuance (in shares) | 4,980,809 |
Warrants to purchase common stock | |
Class of Stock [Line Items] | |
Common stock, reserved for future issuance (in shares) | 164,676 |
Common stock options granted and outstanding | |
Class of Stock [Line Items] | |
Common stock, reserved for future issuance (in shares) | 2,934,916 |
Shares available for issuance under incentive plans | |
Class of Stock [Line Items] | |
Common stock, reserved for future issuance (in shares) | 1,630,222 |
Shares available under the 2024 Employee Stock Purchase Plan | |
Class of Stock [Line Items] | |
Common stock, reserved for future issuance (in shares) | 250,995 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Class of Stock [Line Items] | ||||
Total | $ 2,191 | $ 494 | $ 4,735 | $ 825 |
Selling, general and administrative | ||||
Class of Stock [Line Items] | ||||
Total | 1,215 | 329 | 3,203 | 564 |
Research and development | ||||
Class of Stock [Line Items] | ||||
Total | $ 976 | $ 165 | $ 1,532 | $ 261 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,099,592 | 13,404,320 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 10,705,829 |
Class B convertible common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 554,843 |
Preferred stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 164,676 |
Common stock options granted and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,934,916 | 1,883,938 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 164,676 | 95,034 |
License Agreements (Details)
License Agreements (Details) - CORXEL - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Apr. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue | $ 15 | |
License revenue | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Contract with customer, liability | $ 15 | |
Revenue, remaining performance obligation, variable consideration amount | $ 95 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 21, 2024 | Mar. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | $ 0 | $ 82,976 | ||||||
Issuance of common stock from private placement, net (in shares) | 8,670,653 | |||||||
Research and development | $ 6,451 | $ 17,004 | 23,933 | $ 39,968 | ||||
Accounts payable | 2,762 | $ 2,762 | $ 5,711 | |||||
Investor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common stock from private placement, net (in shares) | 3,343,330 | |||||||
Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Research and development | 200 | $ 400 | ||||||
Accounts payable | $ 0 | $ 0 | ||||||
Series B Convertible Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 28,019,181 | |||||||
Series B Convertible Preferred Stock | Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 22,146,905 | |||||||
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | $ 66,000 |