On November 15, 2023, LENZ Therapeutics, a late-stage biopharmaceutical company focused on developing and commercializing innovative therapies to improve vision, and Graphite Bio, Inc. announced that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction. The lead programs of the combined company will address presbyopia, the inevitable loss of near vision that impacts the daily lives of nearly all people over the age of 45. The combined company is expected to trade on Nasdaq under the ticker symbol “LENZ.” Wilson Sonsini Goodrich & Rosati is representing LENZ Therapeutics in the transaction.

In connection with the merger, Graphite Bio has entered into a subscription agreement for a PIPE financing that is expected to close concurrently with the completion of the merger of $53.5 million, with a syndicate of healthcare investors led by LENZ’s existing investors and including participation from new investors. The merger is subject to stockholder approval of both companies, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the merger, and the satisfaction of customary closing conditions.

The combined company is expected to have approximately $225 million of cash or cash equivalents. Graphite Bio is expected to contribute $115 million to the combined entity and expects to pay a dividend to Graphite Bio shareholders of approximately $60 million at the close of the transaction. It is expected that the net proceeds from the merger and concurrent financing will allow the combined company to continue to build infrastructure and successfully commercialize LENZ’s lead product candidate, subject to successful completion of the ongoing Phase 3 trials, New Drug Application (NDA) submission, and subsequent FDA approval.

The Wilson Sonsini team representing LENZ Therapeutics in the transaction includes:

Corporate
Dan Koeppen
Jennifer Fang
Rob Wernli
Ben Capps
Michael Brito-Stamm
Bridget Balisy
Rozman Lynch

Mergers & Acquisitions
Ethan Lutske
Erin Malone-Shkurkin
Amanda Ryan
Matt Katona

Technology Transactions
Ian Edvalson
Shefali Tandon
Taylor Arterburn
Shivang Patel
Magnus Gan
James Dunlop
Jordin Wilcher
Tony Nguyen
Aleksandar Vitomirov

Patents and Innovations
Michael Hostetler
Gregory Mitchell
Madeline Hess
Tyler Bird
Rida Atif
Cassidy Evaristo

Delaware Law
Amy Simmerman
James Griffin-Stanco
Jason Schoenberg

Employee Benefits and Compensation
Scott McCall
Michael Klippert
Toni Hodge

Employment and Trade Secrets
Rebecca Stuart
Quinn Christie

Privacy and Cybersecurity
Matthew Staples
Michael O’Brien
Diya Jajal

Real Estate
Jim McCann
Martin Sul
Matthew Parsons
Emmalee McCarthy

Regulatory
Eva Yin

Tax
Myra Sutanto Shen
Han Shen

For more information, please see the companies’ joint news release.