Business Context and Reporting Period
This Form 8-K Current Report was filed by Graphite Bio, Inc. (not LENZ Therapeutics, Inc.) on November 16, 2021, covering events occurring on November 10, 2021. The Company is an emerging growth company incorporated in Delaware, with its principal executive offices in South San Francisco, California. The report details the entry into a material definitive agreement regarding office and laboratory space.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on a new lease obligation.
- Lease Term: 24 months, expected to commence on or before December 1, 2021.
- Base Rent (Months 1-12): $139,470.06 per month.
- Base Rent (Months 13-24): $144,351.51 per month.
- Additional Costs: Pro-rated direct expenses, utilities, and specific repair/maintenance costs requested by the Company.
- Space: 18,326 square feet of exclusive space plus non-exclusive rights to 3,645 square feet of shared space.
Material Changes
The Company entered into a sublease agreement with Annexon, Inc. for premises located at 1400 Sierra Point Parkway, Brisbane, California. This represents a new direct financial obligation and an off-balance sheet arrangement as of the filing date. The agreement includes termination rights if the lease term has not commenced by January 1, 2022, or if the master lease is terminated.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future performance, or a discussion of general business risks. The primary contingency noted is the conditional commencement of the lease; if the Commencement Date does not occur by January 1, 2022, the Company may terminate the agreement. The Company is also subject to the termination of the Sublandlord's master lease.
Investor Verification Checklist
- Verify the actual commencement date of the lease to confirm if the January 1, 2022, termination condition was triggered.
- Review the full Sublease Agreement (Exhibit 10.1) for specific definitions of "direct expenses" and utility cost allocations.
- Confirm the Company's cash position to ensure it can meet the monthly rent obligations of approximately $140,000 to $145,000.
- Check for any subsequent filings regarding the status of the master lease held by Annexon, Inc.