Graphite Bio, Inc. has entered into a Merger Agreement with Lenz Therapeutics, Inc., in which Merger Sub will merge with and into LENZ, with LENZ continuing as a wholly owned subsidiary of Graphite and the surviving corporation of the merger. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization. The ownership percentages of the combined company will be approximately 65% for LENZ stockholders and 35% for Graphite stockholders. The Merger is subject to various closing conditions, including stockholder approvals and regulatory clearance.