Announcement • Nov 17

LENZ Therapeutics, Inc. entered into a definitive merger agreement to acquire Graphite Bio, Inc. (NasdaqGM:GRPH) for approximately $230 million in a reverse merger transaction.

LENZ Therapeutics, Inc. entered into a definitive merger agreement to acquire Graphite Bio, Inc. (NasdaqGM:GRPH) for approximately $230 million in a reverse merger transaction on November 14, 2023. Both companies will merge in an all-stock transaction and combined company is expected to trade on Nasdaq under the ticker symbol “LENZ.” Pre-merger Graphite Bio stockholders are expected to own approximately 35% of the combined company and pre-merger LENZ Therapeutics stockholders are expected to own approximately 65% of the combined company upon the closing of the merger, prior to the additional PIPE financing transaction. Following the merger, the combined company will be led by Eef Schimmelpennink, President and Chief Executive Officer of LENZ Therapeutics, and other members of the LENZ management team. Graphite Bio, Inc. will be renamed “LENZ Therapeutics, Inc.” and the corporate headquarters will be located in San Diego, CA. The merger agreement provides that the Board of Directors of the combined company will be composed of seven members, including five LENZ board members and two members selected by the Graphite Bio board. The Merger Agreement contains certain termination rights of each of Graphite and LENZ. Upon termination of the Merger Agreement under specified circumstances, Graphite may be required to pay LENZ a termination fee of $7,500,000, and in certain other circumstances, LENZ may be required to pay Graphite a termination fee of $7,500,000. Consummation of the Merger is subject to certain closing conditions, including, among other things, approval by Graphite stockholders of the Graphite Voting Proposals; approval by the requisite LENZ stockholders; the waiting period under the U.S. Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated; Nasdaq’s approval of the listing of the shares of Graphite Common Stock to be issued in connection with the Merger; the effectiveness of the Registration Statement; an executed Subscription Agreement for the Concurrent PIPE Investment; Graphite’s net cash at Closing, following deduction of the Cash Dividend, being no less than $115,000,000. The transaction has been unanimously approved by the Board of Directors of both companies and is expected to close in the first quarter of 2024. Leerink Partners is acting as exclusive financial advisor and fairness opinion provider to Graphite Bio for the transaction and Mitchell S. Bloom, Andrew H. Goodman and Tevia K. Pollard of Goodwin Procter LLP is serving as its legal counsel. BofA Securities is serving as lead financial advisor to LENZ for the merger. Citi is also serving as financial advisor to LENZ for the merger. BofA Securities is serving as lead placement agent on the PIPE financing. Citi, Piper Sandler & Co. and William Blair & Company, L.L.C. are serving as co-placement agents for the PIPE financing. Latham & Watkins LLP is serving as legal counsel to the placement agents. Dan Koeppen and Ethan Lutske of Wilson Sonsini Goodrich & Rosati, P.C. are serving as legal counsels to LENZ. American Stock Transfer & Trust Company, LLC acted as transfer agent to Graphite Bio.

Announcement • Aug 24

Graphite Bio, Inc. Announces Executive Changes

On August 18, 2023, the Board of Directors of Graphite Bio, Inc. approved the appointment of Kimberlee C. Drapkin as the Chief Executive Officer, effective as of August 21, 2023. Ms. Drapkin was appointed to lead the Company’s ongoing exploration of strategic alternatives as part of its corporate restructuring, as announced in February 2023. Kim Drapkin, age 55, has over 25 years of experience working with private and publicly traded biotechnology and pharmaceutical companies, including building and leading finance functions, raising capital, and leading strategic financial planning. Ms. Drapkin has served on the Board since July 2023. Most recently, Ms. Drapkin was the Chief Financial Officer at Jounce Therapeutics, Inc., a position she held from August 2015 until the company’s acquisition by Concentra Biosciences, LLC in May 2023, playing a key role in building Jounce’s financial infrastructure. Prior to joining Jounce, Ms. Drapkin owned a financial consulting firm where she served as the interim chief financial officer for numerous early-stage biotechnology companies. Previously, she was the Chief Financial Officer at EPIX Pharmaceuticals, Inc. and also spent ten years in roles of increasing responsibility within the finance organization at Millennium Pharmaceuticals, Inc. Her career began in the technology and life sciences practice at PriceWaterhouseCoopers LLP. Ms. Drapkin served as a member of the board of directors of Proteostasis Therapeutics, Inc. until the completion of the merger of Proteostasis and Yumanity Therapeutics, Inc., at which point she became a member of the Yumanity board of directors. Ms. Drapkin then served on the board of directors of Yumanity through the completion of its reverse merger with Kineta, Inc. She currently serves on the board of directors of Acumen Pharmaceuticals, Inc., Imugene Limited and Kineta, Inc. where she is a member of audit committee at all three companies. Ms. Drapkin holds a B.S. in accounting from Babson College. The Company entered into a letter agreement, dated August 21, 2023 with Ms. Drapkin. Pursuant to the terms of the Offer Letter, Ms. Drapkin will be entitled to a base salary of $550,000 per year. In addition, Ms. Drapkin will be entitled to cash severance payments in the amount of $400,000 in the event of a termination of her employment other than for cause or death upon or within 12 months after the closing of a strategic transaction, plus an additional $200,000 if the definitive agreement for such strategic transaction is executed within 3 months after the Start Date or (ii) $350,000 in the event of a termination of her employment other than for cause or death upon or within 12 months after the Board’s approval of a plan of dissolution of the Company under Delaware law, in each case subject to Ms. Drapkin’s execution and non-revocation of a separation agreement and release, as further provided in the Offer Letter. For purposes of the Offer Letter, a “strategic transaction” is defined to include (i) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (ii) the sale of all or substantially all of the stock or assets of the Company to an unrelated person, entity or group thereof acting in concert, any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company, or (iv) any so-called “reverse merger” transaction in which the Company effects a business combination with an entity that is not a publicly traded or listed entity and a result of which, the Company remains a publicly traded entity with the equity holders of the other entity owning a substantial portion of the outstanding equity of the ongoing public entity. The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2023. Except as set out above, there is no arrangement or understanding between Ms. Drapkin and any other person pursuant to which Ms. Drapkin was appointed as President and Chief Executive Officer. Furthermore, there are no transactions between Ms. Drapkin (or any member of her immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K. In connection with Ms. Drapkin’s appointments, Josh Lehrer, M.D., the Company’s former President, Chief Executive Officer and member of the Board, separated from his employment and all officer and director positions with the Company, effective as of August 21, 2023. The Company extends its gratitude to Dr. Lehrer for his services and contributions to the Company. Dr. Lehrer will be entitled to the severance benefits applicable to a “Tier 1 Executive” under the Company’s Executive Severance Plan and the retention benefits available under a Retention and Severance Agreement, dated March 21, 2023, by and between Dr. Lehrer and the Company.

Total Shareholder Yield	-0.1%
Future Dividend Yield	0%
Dividend Growth	n/a
Next dividend pay date	n/a
Ex dividend date	n/a
Dividend per share	n/a
Payout ratio	n/a

Segment	Dividend Yield
Company (GRPH)	n/a
Market Bottom 25% (US)	1.4%
Market Top 25% (US)	4.2%
Industry Average (Biotechs)	2.5%
Analyst forecast (GRPH) (up to 3 years)	0%

Data	Last Updated (UTC time)
Company Analysis	2024/03/21 11:01
End of Day Share Price	2024/03/21 00:00
Earnings	2023/12/31
Annual Earnings	2023/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
Konstantinos Biliouris	BMO Capital Markets Equity Research
Gregory Harrison	BofA Global Research
Yun Zhong	BTIG

This company is no longer active

Graphite Bio Dividends and Buybacks

Dividend criteria checks 0/6

Key information

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LENZ Therapeutics, Inc. entered into a definitive merger agreement to acquire Graphite Bio, Inc. (NasdaqGM:GRPH) for approximately $230 million in a reverse merger transaction.

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