| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.00001 par value per share |
| (b) | Name of Issuer:
LENZ THERAPEUTICS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
445 Marine View Ave., Ste. #320, Del Mar,
CALIFORNIA
, 92014. |
Item 1 Comment:
Item 1 of the Statement is amended and supplemented as follows:
This Amendment No. 3 (this "Amendment No. 3" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 28, 2024 and amended on May 9, 2025 and November 7, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. |
| Item 2. | Identity and Background |
|
| (a) | This Amendment No. 3 is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"), who are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this 13D/A jointly in accordance with Rule 13d-1(k) of the Act, is filed as Exhibit 99.1.
The Reporting Persons' beneficial ownership of the Issuer's common stock consists of (i) 54,582 shares of common stock issuable upon the exercise of immediately exercisable warrants ("Warrants") directly held by the Fund; (ii) 10,580 shares of common stock issuable upon the exercise of immediately exercisable Warrants directly held by the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"); and (iii) 5,371 shares of common stock issuable upon the exercise of immediately exercisable Warrants directly held by a separately managed account (the "Account").
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for each of the Fund, the Nexus Fund II and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), of any securities of the Issuer held by the Fund, the Nexus Fund II or the Account. Each of the Fund and the Nexus Fund II has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's Common Stock reported herein. Because each of the Fund and the Nexus Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, each of the Fund and the Nexus Fund II disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this 13D/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this 13D/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose. |
| (b) | The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
| (c) | The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund, the Nexus Fund II and the Account. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See Item 6 of the cover pages. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Rows 11 and 13 of each Reporting Person's cover page to this 13D/A set forth the aggregate number of shares of common stock and percentage of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 31,420,343 shares of common stock outstanding as of August 5, 2026, as reported in the Issuer's quarterly Report on Form 10-Q filed with the SEC on August 11, 2026, and giving effect to Warrants, to the extent exercisable within 60 days hereof, as referenced herein.
|
| (b) | Rows 7 through 10 of each Reporting Person's cover page to this 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. |
| (c) | Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days:
Weighted Low High
Transaction No. of Average Price Price
Transaction Seller Date Shares Price ($) ($) ($)
Open Market Sale Fund 10/29/2026 2,159,516 3.36 3.16 3.58
Open Market Sale Nexus Fund II 10/29/2026 451,998 3.36 3.16 3.58
Open Market Sale Account 10/29/2026 107,170 3.36 3.16 3.58
Open Market Sale Fund 10/30/2026 528,405 3.27 3.05 3.38
Open Market Sale Nexus Fund II 10/30/2026 110,599 3.27 3.05 3.38
Open Market Sale Account 10/30/2026 26,222 3.27 3.05 3.38
Open Market Sale Fund 11/02/2026 631,418 2.98 2.90 3.18
Open Market Sale Nexus Fund II 11/02/2026 132,158 2.98 2.90 3.18
Open Market Sale Account 11/02/2026 31,337 2.98 2.90 3.18 |
| (d) | No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock subject to this 13D/A. |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's common stock on October 29, 2026. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the amendment to the Statement filed with the SEC on May 9, 2025). |
