[SCHEDULE 13D/A] LENZ Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 7 to a Schedule 13D reports ownership and recent sales of LENZ Therapeutics, Inc. common stock by multiple Versant-related entities. The filing lists Versant Venture Capital VI, L.P. (Versant VI) as holding 1,400,220 shares, representing 4.9% of the outstanding shares (based on 28,522,096 shares reported as of July 24, 2025). Versant Vantage II, L.P. holds 842,162 shares (3.0%). Versant Venture Capital VII, L.P. holds 1,033,412 shares (including a warrant for 70,534 shares), representing 3.6% on an adjusted basis.

The Amendment discloses share sales: on August 15, 2025 Versant VI sold 145,051 shares at $39.50 per share (proceeds ~$5,729,514.50) and Versant VII sold 69,949 shares at $39.50 (proceeds ~$2,762,985.50). On August 18, 2025 Versant VI sold 30,628 shares at a weighted average $38.5611 (proceeds ~$1,181,049.37) and Versant VII sold 15,085 shares at the same weighted average (proceeds ~$581,694.19). The Amendment updates cover-page holdings and clarifies related general partner relationships; other items from the original Schedule 13D remain unchanged.

Positive

• Transparent reporting of transactions with exact share counts, prices, and gross proceeds for each sale
• Clear restatement of beneficial ownership percentages and the affiliated general partner relationships

Negative

• Reported reductions in holdings by Versant VI and Versant VII due to open-market sales (shares and proceeds disclosed)

Insights

Securities Analyst

TL;DR: Versant entities disclosed modest, priced share dispositions that reduce their reported stakes while preserving previously disclosed governance relationships.

The filing documents portfolio reductions by Versant VI and Versant VII across two dates in August 2025 with explicit share counts and proceeds. Aggregate holdings by each reporting entity are restated on the cover pages, and the filing reiterates the general partner structure that may create shared voting and dispositive power. This disclosure is procedural and specific: it updates beneficial ownership figures and reports open-market sales by the reporting persons. No new agreements, director nominations, or other strategic changes are disclosed in this Amendment.

Corporate Governance Expert

TL;DR: Amendment clarifies ownership percentages and affiliated GP relationships after known share sales; no governance actions or arrangements are reported.

The document restates that Versant-related GPs may be deemed to share voting and investment power over the disclosed shares and provides the numeric basis for percentage calculations. The sales disclosed include exact share counts, prices, and gross proceeds, demonstrating compliance with Schedule 13D reporting obligations following transactions affecting beneficial ownership. The Amendment explicitly states other items in the Original Schedule 13D are unchanged, indicating no additional governance or control assertions in this filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

08/18/2025

(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:

7	Sole Voting Power 1,400,220.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,400,220.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,400,220.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

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 28,522,096 shares of Common Stock (as defined in Item 1 of the Original Schedule 13D) outstanding as of July 24, 2025, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025, filed with the United States Securities and Exchange Commission (the "Commission") on July 30, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,400,220.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,400,220.00

11

Aggregate amount beneficially owned by each reporting person

1,400,220.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

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 28,522,096 shares of Common Stock outstanding as of July 24, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,400,220.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,400,220.00

11

Aggregate amount beneficially owned by each reporting person

1,400,220.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

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 28,522,096 shares of Common Stock outstanding as of July 24, 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:

7	Sole Voting Power 842,162.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 842,162.00
10	Shared Dispositive Power 0.00

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)

3.0 %

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 28,522,096 shares of Common Stock outstanding as of July 24, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 842,162.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 842,162.00

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)

3.0 %

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 28,522,096 shares of Common Stock outstanding as of July 24, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 842,162.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 842,162.00

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)

3.0 %

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 28,522,096 shares of Common Stock outstanding as of July 24, 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:

7	Sole Voting Power 1,033,412.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,033,412.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,033,412.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Consists of (i) 962,878 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 28,592,630 shares of Common Stock, which consists of (i) 28,522,096 shares of Common Stock outstanding as of July 24, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,033,412.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,033,412.00

11

Aggregate amount beneficially owned by each reporting person

1,033,412.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Consists of (i) 962,878 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 28,592,630 shares of Common Stock, which consists of (i) 28,522,096 shares of Common Stock outstanding as of July 24, 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,033,412.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,033,412.00

11

Aggregate amount beneficially owned by each reporting person

1,033,412.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of (i) 962,878 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 28,592,630 shares of Common Stock, which consists of (i) 28,522,096 shares of Common Stock outstanding as of July 24, 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. 7 (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 and Amendment No. 6 that was filed with the Commission on July 14, 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.
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 August 15, 2025, Versant VI sold 145,051 shares of Common Stock at a price per share of $39.500 for aggregate proceeds of approximately $5,729,514.50. On August 15, 2025, Versant VII sold 69,949 shares of Common Stock at a price per share of $39.500 for aggregate proceeds of approximately $2,762,985.50. On August 18, 2025, Versant VI sold 30,628 shares of Common Stock at a weighted average price per share of $38.5611 for aggregate proceeds of approximately $1,181,049.37. On August 18, 2025, Versant VII sold 15,085 shares of Common Stock at a weighted average price per share of $38.5611 for aggregate proceeds of approximately $581,694.19.

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.

Versant Venture Capital VI, L.P.

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO of Versant Ventures VI GP-GP, LLC, the GP of Versant Ventures VI GP, L.P., the GP of Versant Venture Capital VI, L.P.
Date:	08/20/2025

Versant Ventures VI GP, L.P.

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO of Versant Ventures VI GP-GP, LLC, the General Partner of Versant Ventures VI GP, L.P.
Date:	08/20/2025

Versant Ventures VI GP-GP, LLC

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO
Date:	08/20/2025

Versant Vantage II, L.P.

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO of Versant Vantage II GP-GP, LLC, the GP of Versant Vantage II GP, L.P., the GP of Versant Vantage II, L.P.
Date:	08/20/2025

Versant Vantage II GP, L.P.

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO of Versant Vantage II GP-GP, LLC, the General Partner of Versant Vantage II GP, L.P.
Date:	08/20/2025

Versant Vantage II GP-GP, LLC

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO
Date:	08/20/2025

Versant Venture Capital VII, L.P.

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO of Versant Ventures VII GP-GP, LLC, the GP of Versant Ventures VII GP, L.P., the GP of Versant Venture Capital VII, L.P.
Date:	08/20/2025

Versant Ventures VII GP, L.P.

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO of Versant Ventures VII GP-GP, LLC, the General Partner of Versant Ventures VII GP, L.P.
Date:	08/20/2025

Versant Ventures VII GP-GP, LLC

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO
Date:	08/20/2025

FAQ

How many LENZ (LENZ) shares does Versant Venture Capital VI, L.P. report owning after this Amendment?

The filing reports Versant Venture Capital VI, L.P. beneficially owns 1,400,220 shares, representing 4.9% based on 28,522,096 shares outstanding as of July 24, 2025.

What share sales by Versant were disclosed in this Amendment?

Disclosed sales: on August 15, 2025 Versant VI sold 145,051 shares at $39.50 and Versant VII sold 69,949 shares at $39.50; on August 18, 2025 Versant VI sold 30,628 shares at a weighted average $38.5611 and Versant VII sold 15,085 shares at a weighted average $38.5611.

What were the aggregate proceeds from the August 15, 2025 sales?

Aggregate proceeds reported for August 15, 2025 were approximately $5,729,514.50 for Versant VI and $2,762,985.50 for Versant VII.

Does the Amendment report any changes to governance arrangements or new agreements?

No. The Amendment states that only the reported items are amended and that all other items in the Original Schedule 13D remain unchanged; no new governance arrangements are disclosed.

How is the percent ownership for Versant Venture Capital VII calculated?

The filing states the 3.6% figure is based on 28,592,630 shares, which includes 28,522,096 outstanding shares plus 70,534 shares issuable upon exercise of a warrant held by Versant VII.