LENZ Therapeutics, Inc. entered into the non-binding term sheet to acquire Graphite Bio, Inc. (NasdaqGM:GRPH) in a reverse merger transaction on October 3, 2023. LENZ Therapeutics, Inc. entered into a definitive merger agreement to acquire Graphite Bio, Inc. for approximately $230 million in a reverse merger transaction on November 14, 2023. As reported, the equity value attributable to LENZ is $231.6 million. 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 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 $7.5 million, and in certain other circumstances, LENZ may be required to pay Graphite a termination fee of $7.5 million. 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 staggered structure of the Graphite board of directors will remain in place for the combined company following the completion of the merger. All of Graphite?s current directors, other than Kimberlee C. Drapkin, are expected to resign from their positions as directors of Graphite, effective as of the effective time. Immediately following the merger, the executive management team of the combined company is expected to consist of Evert Schimmelpennink as President, Chief Executive Officer and Secretary; Shawn Olsson as Chief Commercial Officer and Marc Odrich as Chief Medical Officer.

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; the lock-up agreements executed by certain stockholders of LENZ and Graphite will continue to be in full force and effect; Nasdaq?s approval of the listing of the shares of Graphite Common Stock to be issued in connection with the Merger; Graphite shall have filed with the SEC the Graphite Form 10-K, including all required audited financial statements in connection therewith; 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. The Graphite board of directors unanimously recommends that Graphite stockholders vote for the merger. Graphite board of directors established a Strategic Transaction Committee of the Graphite board of directors (the ?Transaction Committee?). The HSR Waiting Period expired at 11:59 p.m., Eastern Time, on December 21, 2023. The special meeting of Graphite stockholders will be held on March 14, 2024. The merger is anticipated to close in the first quarter of 2024. As of March 14, 2024, the transaction has been approved by the shareholders of Graphite Bio.

Leerink Partners is acting as exclusive financial advisor and fairness opinion provider to Graphite Bio for the transaction and Andrew H. Goodman, Tevia K. Pollard, Mitchell S. Bloom, Maggie L. Wong, Shoaib Ghias, Grace L. Wirth, Koray J. Bulut, Jennifer Wilson, Shane Albright, Daniel S. Karelitz, Caroline H. Bullerjahn, Christina Ademola, Srikanth K. Reddy, Richard L. Matheny III, Alexander Varond, Roger A. Cohen, Tim Worden, Jacqueline Klosek, Arman Oruc, Simone Waterbury and Michael H. Brodowski of Goodwin Procter LLP are 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. Leerink Partners and Goodwin also provided due diligence services. 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, Jennifer Fang, Robert Wernli, Ethan P. Lutske, Ian B. Edvalson, Michael Hostetler, Gregory W. Mitchell, Rida Atif, Amy L. Simmerman, James G. Griffin-Stanco, Scott T. McCall, Rebecca L. Stuart, Matthew (Matt) Staples, James P. McCann, Martin R. Sul, Eva F. Yin and Myra A. Sutanto Shen of Wilson Sonsini Goodrich & Rosati, P.C. are serving as legal counsel to LENZ. Equiniti Trust Company, LLC acted as transfer agent for Graphite common stock. Mackenzie Partners, Inc. acted as proxy solicitor to Graphite for a fee of approximately $8,500, plus reimbursement of out-of-pocket expenses. In connection with Leerink Partners? services as financial advisor, Graphite has agreed to pay Leerink Partners an aggregate fee of $3.0 million, $500,000 of which became payable upon the rendering by Leerink Partners of its opinion on November 14, 2023, and the remainder of which is payable contingent upon consummation of the merger.

LENZ Therapeutics, Inc. completed the acquisition of Graphite Bio, Inc. (NasdaqGM:GRPH) in a reverse merger transaction on March 21, 2024. In connection with the closing of the merger, Graphite Bio effected a 1 for 7 reverse split of its common stock and issued a special cash dividend of $1.03 per share of such common stock to Graphite Bio stockholders of record as of March 18, 2024 that continue to hold their eligible shares of Graphite Bio until market open on March 22, 2024, the ex-dividend date in respect of such special cash dividend. Following the reverse stock split and closing of the merger, there were approximately 28 million shares of the combined company?s common stock outstanding. Concurrent with the closing of the merger, Graphite Bio completed a private placement of $53.5 million from a syndicate of healthcare investors led by LENZ?s existing investors and including participation from new investors. Following the merger, key healthcare investors in LENZ will include Versant Ventures, RA Capital Management, Alpha Wave Global, Point72, Samsara BioCapital, Sectoral Asset Management, RTW Investments, and others. The projected cash and cash equivalents as of the close of the business combination are expected to be approximately $210 million, which LENZ believes will be sufficient funds to build infrastructure and commercialize LENZ?s selected product candidate, subject to successful completion of the Phase 3 trials, NDA submission, and subsequent FDA approval. The combined company will be led by Eef Schimmelpennink as President and Chief Executive Officer of LENZ. In addition to Mr. Schimmelpennink, the LENZ leadership team includes current members of management Marc Odrich, M.D., as Chief Medical Officer, and Shawn Olsson, as Chief Commercial Officer. In addition, LENZ appointed Dan Chevallard as Chief Financial Officer, effective March 21, 2024. The Board of Directors of LENZ will be composed of Eef Schimmelpennink, Fred Guerard, Jim McCollum, Zach Scheiner, Shelley Thunen, who join from LENZ?s Board of Directors, Kim Drapkin, who continues from Graphite Bio?s Board of Directors, and Jeff George, who joined as the Chair of the Board of Directors at the closing of the merger. The new combined company will operate under the name LENZ Therapeutics, Inc. and will commence trading on Nasdaq under the ticker symbol ?LENZ? on March 22, 2024.