UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 85, 2025

LENZ THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40532

84-4867570

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


201 Lomas Santa Fe Dr., Suite 300
Solana Beach, California						92075
(Address of principal executive offices)						(Zip code)

(858) 925-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~October~~November 75, 2025, ~~the~~LENZ ~~Company sold 1~~Therapeutics,~~748,634~~ ~~shares~~Inc. ofissued ~~common stock at~~ a ~~purchase~~press ~~price~~release ofannouncing ~~$45.75~~its ~~per~~financial ~~share~~results for ~~gross proceeds of approximately $80,000,000 in a block trade to a single investor under~~ the ~~Company's~~quarter ~~"at~~ended ~~the~~September ~~market" Sales Agreement with TD Securities (USA) LLC~~30, ~~dated as of April 4,~~ 2025 ~~(the "Sales Agreement")~~. ~~The~~A ~~sale~~copy ~~was made pursuant and subject to the terms~~ of the ~~Sales~~press ~~Agreement,~~release ais ~~copy~~attached ofhereto ~~which~~as ~~was~~Exhibit ~~filed~~99.1 ~~with~~and ~~the~~is ~~Current~~incorporated ~~Report~~herein ~~on Form 8-K filed~~ by ~~the Company on April 4, 2025~~reference.

All of the information furnished in this Item 2.02 and the press release attached hereto as Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

99.1						Press Release, dated November 5 , 2025.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~October~~November 85, 2025


LENZ THERAPEUTICS, INC.

By:			/s/ Daniel Chevallard
Name:			Daniel Chevallard
Title:			Chief Financial Officer
			(Principal Financial and Accounting Officer)

Filing Compare · LENZ Therapeutics, Inc.