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

Rhea-AI Filing Summary

Versant investment funds disclosed holdings and recent sales of LENZ Therapeutics common stock. Multiple Versant entities report beneficial ownership stakes of 1,183,543 shares (4.1%) for Versant VI, 842,162 shares (3.0%) for Versant Vantage II, and 926,691 shares (3.2%) for Versant VII (the latter includes 70,534 shares issuable on a warrant). The filing lists a series of open-market dispositions in August and September 2025 by Versant VI and Versant VII, including sales on August 22, August 25, August 26 and September 18, 2025 that generated aggregate proceeds in the low millions on each date (examples: Versant VI sold 90,654 shares on September 18, 2025 for approximately $3,828,631.71; Versant VII sold 44,650 shares that same date for approximately $1,885,723.80). The Amendment updates Item 5 of the prior Schedule 13D filings and states that only the amended items are changed, leaving prior disclosures unchanged.

Positive

• Clear disclosure of beneficial ownership by multiple affiliated Versant entities (specific share counts and percentages provided)
• Transaction-level detail for recent open-market sales (dates, share counts, per-share prices and aggregate proceeds are reported)
• Use of amendment responsibly limits changes to specified items and incorporates prior disclosures by reference

Negative

• Significant dispositions by Versant VI and Versant VII across August and September 2025 totaling hundreds of thousands of shares and multi-million dollar proceeds
• No updated pro forma ownership is provided after the reported sales, so current post-sale percentages are not stated in this amendment

Insights

Financial Analyst

TL;DR: Versant funds are disclosing mid-single-digit ownership and executed multi-date share sales raising several million dollars.

The filing provides clear, quantitative disclosure of beneficial ownership for multiple affiliated Versant entities and documents executed dispositions across August and September 2025. Reported stakes of 3.0%–4.1% are material enough to require Schedule 13D reporting, and the listed transactions show active tranche selling at prices between roughly $39.01 and $42.23 per share, producing millions in proceeds on each date. The amendment is narrowly scoped to Item 5 updates and incorporates prior Schedule 13D disclosures by reference.

Corporate Governance Expert

TL;DR: This amendment documents ownership structure among related GP and LP entities and reports recent liquidity events by the reporting persons.

The disclosure delineates voting and dispositive power across GP and GP-GP entities and clarifies which entities hold sole versus shared power. It also transparently reports executed open-market sales by Versant VI and Versant VII across four trading dates, with specific share counts and proceeds. The amendment does not indicate any change to control arrangements beyond these reported sales and states that other prior Schedule 13D items remain unchanged.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

09/18/2025

(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 1,183,543.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,183,543.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,183,543.00

12

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

13

Percent of class represented by amount in Row (11)

4.1 %

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 1,183,543.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,183,543.00

11

Aggregate amount beneficially owned by each reporting person

1,183,543.00

12

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

13

Percent of class represented by amount in Row (11)

4.1 %

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 1,183,543.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,183,543.00

11

Aggregate amount beneficially owned by each reporting person

1,183,543.00

12

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

13

Percent of class represented by amount in Row (11)

4.1 %

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 926,691.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 926,691.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

926,691.00

12

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

13

Percent of class represented by amount in Row (11)

3.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Consists of (i) 856,157 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 926,691.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 926,691.00

11

Aggregate amount beneficially owned by each reporting person

926,691.00

12

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

13

Percent of class represented by amount in Row (11)

3.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Consists of (i) 856,157 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 926,691.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 926,691.00

11

Aggregate amount beneficially owned by each reporting person

926,691.00

12

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

13

Percent of class represented by amount in Row (11)

3.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of (i) 856,157 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. 8 (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 and Amendment No. 7 that was filed with the commission on August 20, 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 22, 2025, Versant VI sold 26,161 shares of Common Stock at a price per share of $40.1513 for aggregate proceeds of approximately $1,050,398.16. On August 22, 2025, Versant VII sold 12,885 shares of Common Stock at a price per share of $40.1513 for aggregate proceeds of approximately $517,349.50. On August 25, 2025, Versant VI sold 52,419 shares of Common Stock at a price per share of $39.5417 for aggregate proceeds of approximately $2,072,736.37. On August 25, 2025, Versant VII sold 25,818 shares of Common Stock at a price per share of $39.5417 for aggregate proceeds of approximately $1,020,887.61. On August 26, 2025, Versant VI sold 47,443 shares of Common Stock at a price per share of $39.0129 for aggregate proceeds of approximately $1,850,889.01. On August 26, 2025, Versant VII sold 23,368 shares of Common Stock at a price per share of $39.0129 for aggregate proceeds of approximately $911,653.45. On September 18, 2025, Versant VI sold 90,654 shares of Common Stock at a price per share of $42.2335 for aggregate proceeds of approximately $3,828,631.71. On September 18, 2025, Versant VII sold 44,650 shares of Common Stock at a price per share of $42.2335 for aggregate proceeds of approximately $1,885,723.80.

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:	09/22/2025

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:	09/22/2025

Versant Ventures VI GP-GP, LLC

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO
Date:	09/22/2025

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:	09/22/2025

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:	09/22/2025

Versant Vantage II GP-GP, LLC

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO
Date:	09/22/2025

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:	09/22/2025

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:	09/22/2025

Versant Ventures VII GP-GP, LLC

Signature:	/s/Max Eisenberg
Name/Title:	Max Eisenberg/COO
Date:	09/22/2025

FAQ

What percentage of LENZ (LENZ) does Versant Venture Capital VI, L.P. report owning?

Versant Venture Capital VI, L.P. reports beneficial ownership of 1,183,543 shares (4.1%) of LENZ common stock as shown in the filing.

How many shares did Versant VI and Versant VII sell on September 18, 2025 and what were the proceeds?

On September 18, 2025 Versant VI sold 90,654 shares for approximately $3,828,631.71 and Versant VII sold 44,650 shares for approximately $1,885,723.80.

Over which dates were the disclosed open-market sales executed?

The filing lists sales on August 22, August 25, August 26, and September 18, 2025 with per-share prices reported for each transaction.

Does the amendment change other items from the original Schedule 13D?

No. The amendment states that only the items reported in this Amendment (Item 5) are changed and that all other items in the Original Schedule 13D remain unchanged.

Does Versant VII’s reported stake include any securities exercisable into shares?

Yes. Versant VII’s aggregate of 926,691 shares (3.2%) consists of 856,157 shares held plus 70,534 shares issuable upon exercise of a warrant.