SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on November 10, 2025
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
LENZ Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
52635N103 (CUSIP Number) |
Max Eisenberg One Sansome Street, Suite 1650, San Francisco, CA, 94104 415-801-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Venture Capital VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,050,599.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Versant VI (as defined in Item 2(a) of the Original Schedule 13D (as defined in Item 1 below)). Versant Ventures VI GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Ventures VI GP (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.
The percentage in Row 13 is based on 31,289,969 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D) outstanding as of October 30, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended September 30, 2025, filed with the United States Securities and Exchange Commission (the "Commission") on November 5, 2025 (the "Form 10-Q").
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Ventures VI GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,050,599.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Versant VI. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.
The percentage in Row 13 is based on 31,289,969 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Ventures VI GP-GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,050,599.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held by Versant VI. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP, which is the general partner of Versant VI. Each of Versant Ventures VI GP-GP and Versant Ventures VI GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VI.
The percentage in Row 13 is based on 31,289,969 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Vantage II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
842,162.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Versant Vantage II (as defined in Item 2(a) of the Original Schedule 13D). Versant Vantage II GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Vantage II, and Versant Vantage II GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Vantage II GP. Each of Versant Vantage II GP and Versant Vantage II GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage II.
The percentage in Row 13 is based on 31,289,969 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Vantage II GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
842,162.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Versant Vantage II. Versant Vantage II GP is the general partner of Versant Vantage II, and Versant Vantage II GP-GP is the general partner of Versant Vantage II GP. Each of Versant Vantage II GP and Versant Vantage II GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage II.
The percentage in Row 13 is based on 31,289,969 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Vantage II GP-GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
842,162.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held by Versant Vantage II. Versant Vantage II GP is the general partner of Versant Vantage II, and Versant Vantage II GP-GP is the general partner of Versant Vantage II GP. Each of Versant Vantage II GP and Versant Vantage II GP-GP share voting, investment and dispositive power over the shares held by Versant Vantage II.
The percentage in Row 13 is based on 31,289,969 shares of Common Stock outstanding as of October 30, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Venture Capital VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
834,661.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 764,127 shares of Common Stock held by Versant VII (as defined in Item 2(a) of the Original Schedule 13D) and (ii) 70,534 shares of Common Stock issuable upon exercise of a warrant to purchase shares of Common Stock (the "Warrant") held by Versant VII. Versant Ventures VII GP-GP (as defined in Item 2(a) of the Original Schedule 13D) is the general partner of Versant Ventures VII GP (as defined in Item 2(a) of the Original Schedule 13D), which is the general partner of Versant VII. Each of Versant Ventures VII GP-GP and Versant Ventures VII GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VII.
The percentage in Row 13 is based upon 31,360,503 shares of Common Stock, which consists of (i) 31,289,969 shares of Common Stock outstanding as of October 30, 2025, as set forth in the Form 10-Q, plus (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII.
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Ventures VII GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
834,661.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 764,127 shares of Common Stock held by Versant VII and (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII. Versant Ventures VII GP-GP is the general partner of Versant Ventures VII GP, which is the general partner of Versant VII. Each of Versant Ventures VII GP-GP and Versant Ventures VII GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VII.
The percentage in Row 13 is based upon 31,360,503 shares of Common Stock, which consists of (i) 31,289,969 shares of Common Stock outstanding as of October 30, 2025, as set forth in the Form 10-Q, plus (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII.
SCHEDULE 13D
|
| CUSIP No. | 52635N103 |
| 1 |
Name of reporting person
Versant Ventures VII GP-GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
834,661.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of (i) 764,127 shares of Common Stock held by Versant VII and (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII. Versant Ventures VII GP-GP is the general partner of Versant Ventures VII GP, which is the general partner of Versant VII. Each of Versant Ventures VII GP-GP and Versant Ventures VII GP may be deemed to share voting, investment and dispositive power with respect to the shares held by Versant VII.
The percentage in Row 13 is based upon 31,360,503 shares of Common Stock, which consists of (i) 31,289,969 shares of Common Stock outstanding as of October 30, 2025, as set forth in the Form 10-Q, plus (ii) 70,534 shares of Common Stock issuable upon exercise of the Warrant held by Versant VII.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
LENZ Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
201 Lomas Santa Fe Dr., Suite 300, Solana Beach,
CALIFORNIA
, 92075. | |
Item 1 Comment:
This Amendment No. 9 (this "Amendment") amends and supplements the Schedule 13D originally filed by certain of the Reporting Persons with the Commission on July 9, 2021 as it has been amended by Amendment No. 1 that was filed with the Commission on November 17, 2023, Amendment No. 2 that was filed with the Commission on March 25, 2024, Amendment No. 3 that was filed with the Commission on November 8, 2024, Amendment No. 4 that was filed with the commission on June 12, 2025, Amendment No. 5 that was filed with the Commission on June 24, 2025, Amendment No. 6 that was filed with the Commission on July 14, 2025, Amendment No. 7 that was filed with the Commission on August 20, 2025 and Amendment No. 8 that was filed with the Commission on September 22, 2025 (collectively, the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. The Reporting Persons conducted the transactions reported herein since Amendment No. 8 that, in aggregate, did not result in a material change of beneficial ownership. This Amendment No. 9 is being filed to report the decrease of the aggregate percentage of Common Stock owned by the Reporting Persons since Amendment No. 8. The material decrease of the aggregate percentage of Common Stock owned by the Reporting Persons resulted from the aggregation of such transactions and the Issuer's issuance of additional shares of its Common Stock from time to time since the Reporting Persons' filing of Amendment No. 8. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (b) | See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person and the corresponding comments. | |
| (c) | On September 30, 2025, Versant VI sold 132,944 shares of Common Stock at a price per share of $46.0143 for aggregate proceeds of approximately $6,117,326.37.
On September 30, 2025, Versant VII sold 92,030 shares of Common Stock at a price per share of $46.0143 for aggregate proceeds of approximately $4,234,696.91. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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