lenz-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


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

For the quarterly period ended June 30, 2026


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

For the transition period from _________ to _________

Commission File Number 001-40532

_________________________

LENZ THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

_________________________


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

201 Lomas Santa Fe Dr., Suite 300
Solana Beach, California 92075
(Address of principal executive offices, including zip code)
(858) 925-7000
(Registrant's telephone number, including area code)

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

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

LENZ

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ☒

As of August 5, 2026, 31,420,343 shares of the registrant's common stock were outstanding.

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, commercial activities and costs, research and development costs, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•our plans relating to commercializing VIZZ®, including the anticipated timing and geographic areas of focus and sales strategy;

•the size of the market opportunity for VIZZ, including our estimates of the size of the affected population and potential adoption rate;

•the beneficial characteristics, and the potential safety, efficacy and therapeutic effects of VIZZ;

•the rate and degree of market acceptance and clinical utility of VIZZ;

•our competitive position and the success of competing therapies that are or may become available;

•our ability to maintain regulatory approval of VIZZ;

•the need to hire additional personnel and our ability to attract and retain such personnel;

•our plans relating to the commercial manufacturing of VIZZ and any future product candidates, including demonstrating safety and efficacy to the satisfaction of the Food and Drug Administration (“FDA”);

•the expected potential benefits of strategic collaborations with third parties and our ability to attract collaborators with development, regulatory and commercialization expertise;

•the impact of existing laws and regulations and regulatory developments in the United States (“U.S.”) and other jurisdictions;

•our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering VIZZ, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights;

•our continued reliance on third parties for commercial manufacturing of VIZZ;

•the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•our financial performance;

•our expectations regarding the period during which we will remain an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”); and

•our anticipated use of our existing resources and any proceeds we receive from future capital raising transactions.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or

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quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained herein to reflect events or circumstances after the date of this Quarterly Report, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

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			Page
PART I - FINANCIAL INFORMATION
	Item 1.	Financial Statements	1
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Operations and Comprehensive Loss	2
		Condensed Consolidated Statements of Stockholders’ Equity	3
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
	Item 4.	Controls and Procedures	32
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	33
	Item 1A.	Risk Factors	33
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
	Item 3.	Defaults Upon Senior Securities	78
	Item 4.	Mine Safety Disclosures	78
	Item 5.	Other Information	78
	Item 6.	Exhibits	79
Signatures			80

iii

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Part I. Financial Information

Item 1. Financial Statements.

LENZ THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for shares and par value)


	June 30, 2026		December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	24,208	$	25,179
Marketable securities	195,795		267,168
Accounts receivable, net	442		329
Inventory	4,121		2,936
Prepaid expenses and other current assets	8,716		5,800
Total current assets	233,282		301,412
Property and equipment, net	1,002		1,189
Operating lease right-of-use asset	521		734
Other assets	1,791		2,541
Total assets	$	236,596	$	305,876
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	6,648	$	4,167
Accrued liabilities	9,779		17,020
Deferred revenue	785		—
Total current liabilities	17,212		21,187
Operating lease liability, net	122		350
Total liabilities	17,334		21,537
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock, par value of $0.00001 per share; 10,000,000 shares authorized at June 30, 2026 and December 31, 2025; no shares issued and outstanding at June 30, 2026 and December 31, 2025	—		—
Common stock, par value of $0.00001 per share; 300,000,000 shares authorized; 31,416,892 and 31,344,782 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	1		1
Additional paid-in capital	520,437		511,237
Accumulated deficit	(300,547)		(227,141)
Accumulated other comprehensive (loss) income	(629)		242
Total stockholders’ equity	219,262		284,339
Total liabilities and stockholders’ equity	$	236,596	$	305,876

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LENZ THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue:
Product sales, net	$	1,736	$	—	$	3,387	$	—
License revenue	3,750		5,000		4,000		5,000
Total revenue	5,486		5,000		7,387		5,000
Operating expenses:
Cost of sales	280		—		1,356		—
Selling, general and administrative	39,378		12,796		84,338		23,909
Research and development	—		9,061		—		14,879
Total operating expenses	39,658		21,857		85,694		38,788
Loss from operations	(34,172)		(16,857)		(78,307)		(33,788)
Other (expense) income:
Other (expense) income	(13)		199		(10)