The Life Sciences and Technology teams advised Graphite Bio (NASDAQ: GRPH) in its definitive merger agreement to combine with LENZ Therapeutics in an all-stock transaction. The lead programs of the combined company will address presbyopia, the inevitable loss of near vision that impacts the daily lives of nearly all people over the age of 45. The combined company is expected to trade on Nasdaq under the ticker symbol “LENZ.”

In connection with the merger, Graphite Bio has entered into a subscription agreement for a PIPE financing that is expected to close concurrently with the completion of the merger of $53.5 million, with a syndicate of healthcare investors led by LENZ’s existing investors and including participation from new investors. The merger is subject to stockholder approval of both companies, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the merger, and the satisfaction of customary closing conditions. With the cash expected from both companies at closing and the proceeds of the concurrent PIPE financing, the combined company is expected to have approximately $225 million of cash or cash equivalents. Graphite Bio is expected to contribute $115 million to the combined entity and expects to pay a dividend to Graphite Bio shareholders of approximately $60 million at the close of the transaction.

Graphite Bio has historically been a clinical-stage, next-generation gene editing company. In February 2023, Graphite Bio announced its decision to discontinue the development of nulabeglogene autogedtemcel, Graphite Bio’s lead product candidate for sickle cell disease, and to initiate a process to explore and review a range of strategic alternatives focused on maximizing stockholder value from Graphite Bio’s product development assets and cash resources.

The Goodwin team was led by Andrew Goodman and Tevia Pollard, and included Sheran Sharafi, Immanuel Kim, Angelyna Selden and Matthew Kane (Public M&A), Mitchell Bloom, Maggie Wong, Shoaib Ghias, Swetha Gopalakrishnan, Amanda Rae Schwarzenbart, Kristen Kennedy and Sally Le (Corporate), Grace Wirth, Rahat Tariq and Emilie Pfister (Executive Compensation and Benefits), Koray Bulut and Jennifer Wilson (Labor and Employment), Shane Albright (Licensing), Dan Karelitz and Matthew Dunay (Tax), Caroline Bullerjahn and Christina Ademola (Litigation), Srikanth Reddy (IP Litigation), Richard Matheny and Gozde Guckaya (Global Trade), Alexander Varond, Elizabeth Mulkey and Elizabeth Caruso (FDA Regulatory), Roger Cohen, Heath Ingram and Jacob Lee (U.S. Healthcare), Tim Worden, Lucy Sharples and Luke Nauth (EU/UK Healthcare), Jackie Klosek and Jon Newmark (Privacy), Arman Oruc, Simone Waterbury and Charlie Stewart (Antitrust), and Michael Brodowski and Yingying Cai (Patent).

For additional details on the merger, please read the press release.