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): June 10, 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 5.07 Submission of Matters to a Vote of Security Holders.

LENZ Therapeutics, Inc. (the “Company”) held its 2025 annual meeting of stockholders on June 10, 2025 (the “Annual Meeting”). Of the 27,544,520 shares of the Company’s common stock outstanding as of the record date of April 14, 2025, 17,983,676 shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

1.Election of Class III and Class I Directors. The following nominees were elected to serve as Class III directors to hold office until the Company's 2027 annual meeting of stockholders and Class I directors to hold office until the Company’s 2028 annual meeting of stockholders, or until their respective successor has been duly elected and qualified:


Nominee	Class	Votes For	Votes Withheld	Broker Non-Votes
Kimberlee C. Drapkin	III	12,390,015	3,157,989	2,435,672
Zach Scheiner	III	12,714,299	2,833,705	2,435,672
Frederic Guerard	I	15,369,962	178,042	2,435,672
James McCollum	I	15,397,013	150,991	2,435,672

2.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified based on the following results of voting:


Votes For	Votes Against	Abstentions	Broker Non-Votes
17,979,770	2,698	1,208	—

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.


LENZ THERAPEUTICS, INC.

Dated: June 10, 2025
	By:	/s/ Daniel Chevallard
	Name:	Daniel Chevallard
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

LENZ Therapeutics, Inc. 8-K