Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | WVE | |
Entity Registrant Name | WAVE LIFE SCIENCES LTD. | |
Entity Incorporation, State or Country Code | U0 | |
Entity Central Index Key | 0001631574 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 122,460,160 | |
Entity Shell Company | false | |
Entity Tax Identification Number | 98-1356880 | |
Entity File Number | 001-37627 | |
Entity Address, Address Line One | 7 Straits View #12-00 | |
Entity Address, Address Line Two | Marina One | |
Entity Address, City or Town | East Tower | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 018936 | |
City Area Code | +65 | |
Local Phone Number | 6236 3388 | |
Title of 12(b) Security | $0 Par Value Ordinary Shares | |
Security Exchange Name | NASDAQ |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 180,922 | $ 200,351 |
Accounts receivable | 0 | 21,086 |
Prepaid expenses | 11,139 | 9,912 |
Other current assets | 4,706 | 4,024 |
Total current assets | 196,767 | 235,373 |
Long-term assets: | ||
Property and equipment, net of accumulated depreciation of $43,687 and $42,709 as of March 31, 2024 and December 31, 2023, respectively | 12,418 | 13,084 |
Operating lease right-of-use assets | 21,502 | 22,637 |
Restricted cash | 3,715 | 3,699 |
Other assets | 868 | 156 |
Total long-term assets | 38,503 | 39,576 |
Total assets | 235,270 | 274,949 |
Current liabilities: | ||
Accounts payable | 11,730 | 12,839 |
Accrued expenses and other current liabilities | 6,621 | 16,828 |
Current portion of deferred revenue | 140,586 | 150,059 |
Current portion of operating lease liability | 6,936 | 6,714 |
Total current liabilities | 165,873 | 186,440 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 12,536 | 15,601 |
Operating lease liability, net of current portion | 23,598 | 25,404 |
Total long-term liabilities | 36,134 | 41,005 |
Total liabilities | 202,007 | 227,445 |
Series A preferred shares, no par value; 3,901,348 shares issued and outstanding at March 31, 2024 and December 31, 2023 | 7,874 | 7,874 |
Shareholders' equity: | ||
Ordinary shares, no par value; 122,321,384 and 119,162,234 shares issued and outstanding at March 31, 2024 and December 31,2023, respectively | 949,877 | 935,367 |
Additional paid-in capital | 132,118 | 129,237 |
Accumulated other comprehensive loss | (198) | (124) |
Accumulated deficit | (1,056,408) | (1,024,850) |
Total shareholders' equity | 25,389 | 39,630 |
Total liabilities, Series A preferred shares and shareholders' equity | $ 235,270 | $ 274,949 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Net of accumulated depreciation | $ 43,687 | $ 42,709 |
Series A preferred stock, par value | $ 0 | $ 0 |
Series A preferred stock, shares issued | 3,901,348 | 3,901,348 |
Series A preferred stock, shares outstanding | 3,901,348 | 3,901,348 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares issued | 122,321,384 | 119,162,234 |
Common stock, shares outstanding | 122,321,384 | 119,162,234 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 12,538,000 | $ 12,929,000 |
Operating expenses: | ||
Research and development | 33,447,000 | 30,979,000 |
General and administrative | 13,549,000 | 12,235,000 |
Total operating expenses | 46,996,000 | 43,214,000 |
Loss from operations | (34,458,000) | (30,285,000) |
Other income, net: | ||
Dividend income and interest income | 2,535,000 | 1,873,000 |
Other income, net | 365,000 | 1,007,000 |
Total other income, net | 2,900,000 | 2,880,000 |
Loss before income taxes | (31,558,000) | (27,405,000) |
Income tax benefit (provision) | 0 | 0 |
Net loss | $ (31,558,000) | $ (27,405,000) |
Net loss per share attributable to ordinary shareholders basic | $ (0.24) | $ (0.27) |
Net loss per share attributable to ordinary shareholders diluted | $ (0.24) | $ (0.27) |
Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders basic | 129,271,678 | 102,056,712 |
Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders diluted | 129,271,678 | 102,056,712 |
Other comprehensive loss: | ||
Net Income (Loss) | $ (31,558,000) | $ (27,405,000) |
Foreign currency translation | (74,000) | (21,000) |
Comprehensive loss | $ (31,632,000) | $ (27,426,000) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Series A Preferred Shares and Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | GSK Collaboration Agreement [Member] | Series A Preferred Shares [Member] | Ordinary Shares [Member] | Ordinary Shares [Member] GSK Collaboration Agreement [Member] | Additional Paid-In-Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2022 | $ (45,091) | $ 802,833 | $ 119,442 | $ (29) | $ (967,337) | |||
Beginning balance, shares at Dec. 31, 2022 | 86,924,643 | |||||||
Temporary equity, Beginning balance at Dec. 31, 2022 | $ 7,874 | |||||||
Temporary equity, Beginning balance, shares at Dec. 31, 2022 | 3,901,348 | |||||||
Issuance of ordinary shares | $ 34,623 | $ 34,623 | ||||||
Issuance of ordinary shares, shares | 10,683,761 | |||||||
Share-based compensation | 2,750 | 2,750 | ||||||
Vesting of RSUs, shares | 363,161 | |||||||
Option exercises | 1 | $ 1 | ||||||
Option exercises, shares | 181 | |||||||
Issuance of ordinary shares under the ESPP | 429 | $ 429 | ||||||
Issuance of ordinary shares under ESPP, shares | 133,098 | |||||||
Other comprehensive loss | (21) | (21) | ||||||
Net loss | (27,405) | (27,405) | ||||||
Ending balance at Mar. 31, 2023 | (34,714) | $ 837,886 | 122,192 | (50) | (994,742) | |||
Ending balance, shares at Mar. 31, 2023 | 98,104,844 | |||||||
Temporary equity, Ending balance at Mar. 31, 2023 | $ 7,874 | |||||||
Temporary equity, Ending balance, shares at Mar. 31, 2023 | 3,901,348 | |||||||
Beginning balance at Dec. 31, 2023 | 39,630 | $ 935,367 | 129,237 | (124) | (1,024,850) | |||
Beginning balance, shares at Dec. 31, 2023 | 119,162,234 | |||||||
Temporary equity, Beginning balance at Dec. 31, 2023 | $ 7,874 | $ 7,874 | ||||||
Temporary equity, Beginning balance, shares at Dec. 31, 2023 | 3,901,348 | 3,901,348 | ||||||
Issuance of ordinary shares | $ 14,038 | $ 14,038 | ||||||
Issuance of ordinary shares, shares | 3,000,000 | |||||||
Share-based compensation | 2,881 | 2,881 | ||||||
Vesting of RSUs, shares | 21,683 | |||||||
Option exercises | 123 | $ 123 | ||||||
Option exercises, shares | 35,925 | |||||||
Issuance of ordinary shares under the ESPP | 349 | $ 349 | ||||||
Issuance of ordinary shares under ESPP, shares | 101,542 | |||||||
Other comprehensive loss | (74) | (74) | ||||||
Net loss | (31,558) | (31,558) | ||||||
Ending balance at Mar. 31, 2024 | 25,389 | $ 949,877 | $ 132,118 | $ (198) | $ (1,056,408) | |||
Ending balance, shares at Mar. 31, 2024 | 122,321,384 | |||||||
Temporary equity, Ending balance at Mar. 31, 2024 | $ 7,874 | $ 7,874 | ||||||
Temporary equity, Ending balance, shares at Mar. 31, 2024 | 3,901,348 | 3,901,348 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (31,558) | $ (27,405) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization of right-of-use assets | 1,135 | 1,005 |
Depreciation of property and equipment | 1,042 | 1,433 |
Share-based compensation expense | 2,881 | 2,750 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 21,086 | 0 |
Prepaid expenses | (1,227) | (1,299) |
Other assets | (1,394) | (1,804) |
Accounts payable | (1,068) | (4,674) |
Accrued expenses and other current liabilities | (10,207) | (9,930) |
Deferred revenue | (12,538) | 126,448 |
Operating lease liabilities | (1,584) | (1,002) |
Net cash provided by (used in) operating activities | (33,432) | 85,522 |
Cash flows from investing activities | ||
Purchases of property and equipment | (417) | (489) |
Net cash used in investing activities | (417) | (489) |
Cash flows from financing activities | ||
Proceeds from the issuance of ordinary shares, net of offering costs | 14,038 | 0 |
Proceeds from the issuance of ordinary shares pursuant to the GSK Collaboration Agreement | 0 | 34,623 |
Proceeds from the exercise of share options | 123 | 1 |
Proceeds from the ESPP | 349 | 429 |
Net cash provided by financing activities | 14,510 | 35,053 |
Effect of foreign exchange rates on cash, cash equivalents and restricted cash | (74) | (21) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (19,413) | 120,065 |
Cash, cash equivalents and restricted cash, beginning of period | 204,050 | 92,157 |
Cash, cash equivalents and restricted cash, end of period | $ 184,637 | $ 212,222 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (31,558) | $ (27,405) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | We describe the material terms of these Rule 10b5-1 Trading Plans below. On March 19, 2024 , Paul B. Bolno , M.D., MBA, our President and Chief Executive Officer , adopted a Rule 10b5-1 Trading Plan providing for the sale of up to an aggregate of 435,594 of our ordinary shares pursuant to the terms of such Rule 10b5-1 Trading Plan. Dr. Bolno's Rule 10b5-1 Trading Plan is active until September 30, 2024 , or earlier, if and when all transactions under the Rule 10b5-1 Trading Plan are completed. On March 19, 2024 , Chandra Vargeese , Ph.D., our Chief Technology Officer , Head of Platform Discovery Sciences, adopted a Rule 10b5-1 Trading Plan providing for the sale of up to an aggregate of 91,754 of our ordinary shares pursuant to the terms of such Rule 10b5-1 Trading Plan. Dr. Vargeese's Rule 10b5-1 Trading Plan is active until February 28, 2025 , or earlier, if and when all transactions under the Rule 10b5-1 Trading Plan are completed . |
Paul B. Bolno [Member] | |
Trading Arrangements, by Individual | |
Name | Paul B. Bolno |
Title | President and Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 19, 2024 |
Arrangement Duration | 196 days |
Aggregate Available | 435,594 |
Chandra Vargeese [Member] | |
Trading Arrangements, by Individual | |
Name | Chandra Vargeese |
Title | Chief Technology Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 19, 2024 |
Arrangement Duration | 346 days |
Aggregate Available | 91,754 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | 1. THE COMPANY Organization Wave Life Sciences Ltd. (together with its subsidiaries, “Wave” or the “Company”) is a clinical-stage biotechnology company focused on unlocking the broad potential of ribonucleic acid (“RNA”) medicines (also known as oligonucleotides), or those targeting RNA, to transform human health. Wave’s RNA medicines platform, PRISM, combines multiple modalities, chemistry innovation and deep insights into human genetics to deliver scientific breakthroughs that treat both rare and prevalent disorders. The Company’s toolkit of RNA-targeting modalities includes RNA editing, splicing, antisense silencing and RNA interference (“RNAi”), providing the Company with unique capabilities for designing and sustainably delivering candidates that optimally address disease biology. The Company’s lead programs are in rare and prevalent diseases, including alpha-1 antitrypsin deficiency (“AATD”), obesity, Duchenne muscular dystrophy (“DMD”), and Huntington’s disease (“HD”). The Company was incorporated in Singapore on July 23, 2012 and has its principal U.S. office in Cambridge, Massachusetts. The Company was incorporated with the purpose of combining two commonly held companies, Wave Life Sciences USA, Inc. (“Wave USA”), a Delaware corporation (formerly Ontorii, Inc.), and Wave Life Sciences Japan, Inc. (“Wave Japan”), a company organized under the laws of Japan (formerly Chiralgen., Ltd.), which occurred on September 13, 2012. On May 31, 2016, Wave Life Sciences Ireland Limited (“Wave Ireland”) was formed as a wholly - owned subsidiary of Wave Life Sciences Ltd. On April 3, 2017, Wave Life Sciences UK Limited (“Wave UK”) was formed as a wholly - owned subsidiary of Wave Life Sciences Ltd. The Company’s primary activities have been developing and evolving PRISM to design, develop and commercialize RNA medicines, advancing the Company’s differentiated portfolio, building the Company’s research, development and manufacturing capabilities, advancing programs into the clinic, furthering clinical development of such clinical-stage programs, building the Company’s intellectual property, and assuring adequate capital to support these activities. Liquidity Since its inception, the Company has not generated any product revenue and has incurred recurring operating losses. To date, the Company has primarily funded its operations through private placements of debt and equity securities, public and other registered offerings of its equity securities and collaborations with third parties. Until the Company can generate significant revenue from product sales, if ever, the Company expects to continue to finance operations through a combination of public or private equity or debt financings or other sources, which may include upfront and milestone payments from collaborations with third parties. Adequate additional financing may not be available to the Company on acceptable terms, or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and ability to pursue its business strategy. As of March 31, 2024, the Company had cash and cash equivalents of $ 180.9 million. The Company expects that its existing cash and cash equivalents will be sufficient to fund its operations for at least the next twelve months. The Company has based this expectation on the best information available, however the Company may use its available capital resources sooner than it currently expects. If the Company’s anticipated operating results are not achieved in future periods, planned expenditures may need to be further reduced in order to extend the time period over which the then-available resources would be able to fund the Company’s operations. In addition, the Company may elect to raise additional funds before it needs them if the conditions for raising capital are favorable due to market conditions or strategic considerations, even if the Company expects it has sufficient funds for its current or future operating plans. Risks and Uncertainties The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, maintaining internal manufacturing capabilities, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. The Company’s therapeutic programs will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization of any product candidates. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. There can be no assurance that the Company’s research and development efforts will be successful, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. Basis of Presentation The Company has prepared the accompanying consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and in U.S. dollars. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies described in the Company’s audited financial statements as of and for the year ended December 31, 2023, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 6, 2024, as amended (the “2023 Annual Report on Form 10-K”), have had no material changes during the three months ended March 31, 2024. Unaudited Interim Financial Data The accompanying interim consolidated balance sheet as of March 31, 2024, the related interim consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, the consolidated statements of Series A preferred shares and shareholders’ equity (deficit) for the three months ended March 31, 2024 and 2023, the consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and the related interim information contained within the notes to the unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements. The financial data and other information disclosed in these notes related to the three months ended March 31, 2024 and 2023 are unaudited. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s financial position and results of operations for the three months ended March 31, 2024 and 2023. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim period or future year or period. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: March 31, 2024 December 31, 2023 (in thousands) Accrued compensation $ 3,697 $ 14,065 Accrued expenses related to CROs and CMOs 1,754 1,768 Accrued expenses and other current liabilities 1,170 995 Total accrued expenses and other current liabilities $ 6,621 $ 16,828 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 4. SHARE-BASED COMPENSATION The Wave Life Sciences Ltd. 2021 Equity Incentive Plan was approved by the Company’s shareholders and went into effect on August 10, 2021 and was amended effective as of August 9, 2022 and August 1, 2023 (as amended, the “2021 Plan”). The 2021 Plan serves as the successor to the Wave Life Sciences Ltd. 2014 Equity Incentive Plan, as amended (the “2014 Plan”), such that outstanding awards granted under the 2014 Plan continue to be governed by the terms of the 2014 Plan, but no awards may be made under the 2014 Plan after August 10, 2021. The aggregate number of ordinary shares authorized for issuance of awards under the 2021 Plan was originally 5,450,000 ordinary shares, and was subsequently increased to 11,450,000 and 17,950,000 in August 2022 and August 2023, respectively, plus the number of ordinary shares underlying any awards under the 2014 Plan that are forfeited, cancelled or otherwise terminated (other than by exercise or withheld by the Company to satisfy any tax withholding obligation) on or after August 10, 2021. The 2021 Plan authorizes (and the 2014 Plan previously authorized) the Company’s board of directors or a committee of the board of directors to, among other things, grant non-qualified share options, restricted awards, which include restricted shares and restricted share units (“RSUs”), and performance awards to eligible employees and directors of the Company. The Company accounts for grants to its board of directors as grants to employees. Options generally vest over periods of one to four years , and options that are forfeited or cancelled are available to be granted again. The contractual life of options is generally five or ten years from the grant date. RSUs can be time-based or performance-based. Time-based RSUs generally vest over a period of one to four years . The vesting of performance-based RSUs is contingent on the achievement of certain performance milestones. Any RSUs that are forfeited are available to be granted again. During the three months ended March 31, 2024, the Company granted an aggregate of 6,271,850 options and 47,725 time-based RSUs to employees. As of March 31, 2024 , 2,092,189 ordinary shares remained available for future grant under the 2021 Plan. The table below shows the options and RSUs outstanding as of March 31, 2024 and 2023. As of March 31, 2024 2023 Options to purchase ordinary shares 20,061,152 14,235,350 RSUs 635,323 614,449 The Wave Life Sciences Ltd. 2019 Employee Share Purchase Plan, as amended (the “ESPP”), allows full-time and certain part-time employees to purchase the Company’s ordinary shares at a discount to fair market value. Eligible employees may enroll in a six-month offering period beginning every January 15th and July 15th. Ordinary shares are purchased at a price equal to 85 % of the lower of the fair market value of the Company’s ordinary shares on the first business day or the last business day of an offering period. The aggregate number of ordinary shares authorized for issuance under the ESPP was originally 1,000,000 and was subsequently increased to 3,000,000 in August 2023. During the three months ended March 31, 2024 , 101,542 ordinary shares were issued under the ESPP. As of March 31, 2024 , there were 2,388,958 ordinary shares available for issuance under the ESPP. |
Collaboration Agreements
Collaboration Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreements | 5. COLLABORATION AGREEMENTS GSK Collaboration and Equity Agreements On December 13, 2022, Wave USA and Wave UK entered into a Collaboration and License Agreement (the “GSK Collaboration Agreement”) with GlaxoSmithKline Intellectual Property (No. 3) (“GSK”). Pursuant to the GSK Collaboration Agreement, Wave and GSK have agreed to collaborate on the research, development, and commercialization of oligonucleotide therapeutics, including an exclusive global license to WVE-006. The discovery collaboration component has an initial four-year research term and combines Wave’s proprietary discovery and drug development platform, PRISM, with GSK’s unique genetic insights and its global development and commercial capabilities. On January 27, 2023, the GSK Collaboration Agreement became effective, and GSK paid Wave an upfront payment of $ 120.0 million. Simultaneously with the execution of the GSK Collaboration Agreement, Wave entered into a Share Purchase Agreement (the “SPA”) on December 13, 2022, with Glaxo Group Limited (“GGL”), an affiliate of GSK, pursuant to which Wave agreed to sell 10,683,761 of its ordinary shares to GGL at a purchase price of $ 4.68 per share (the “GSK Equity Investment”). The GSK Equity Investment closed on January 26, 2023, following the completion of customary closing conditions. The ordinary shares purchased by GGL are subject to lock-up and standstill restrictions and carry certain registration rights, customary for transactions of this kind. The Company did not incur any material costs in connection with the issuance of the ordinary shares under the SPA. The GSK Collaboration Agreement has three components: 1. An exclusive global license for GSK to WVE-006, the Company’s then preclinical, first-in-class A-to-I(G) RNA editing candidate for alpha-1 antitrypsin deficiency (“AATD”), with development and commercialization responsibilities transferring to GSK after the Company completes the first-in-patient study (the “AATD Collaboration”). The Company will be responsible for preclinical, regulatory, manufacturing, and clinical activities for WVE-006 through the initial Phase 1/2 study, at the Company’s sole cost. Thereafter, GSK will be responsible for advancing WVE-006 through pivotal studies, registration, and global commercialization at GSK’s sole cost; 2. A discovery research collaboration which enables GSK to advance up to eight programs leveraging PRISM and the Company’s oligonucleotide expertise and discovery capabilities (the “Discovery Research Collaboration”); and 3. A discovery collaboration which enables the Company to advance up to three programs leveraging targets informed by GSK’s novel genetic insights (“Wave’s Collaboration Programs”). Under the GSK Collaboration Agreement, each party grants to the other party certain licenses to the collaboration products to enable the other party to perform its obligations and exercise its rights under the GSK Collaboration Agreement, including license grants to enable each party to conduct research, development and commercialization activities pursuant to the terms of the GSK Collaboration Agreement. The parties’ exclusivity obligations to each other are limited on a target-by-target basis with regard to targets in the collaboration. GSK may terminate the GSK Collaboration Agreement for convenience, in its entirety or on a target-by-target basis. Subject to certain exceptions, each party has the right to terminate the GSK Collaboration Agreement on a target-by-target basis if the other party, or a related party, challenges the patentability, enforceability or validity of any patents within the licensed technology that cover any product that is subject to the GSK Collaboration Agreement. In the event of any material breach of the GSK Collaboration Agreement by a party, subject to cure rights, the other party may terminate the GSK Collaboration Agreement in its entirety if the breach relates to all targets or on a target-by-target basis if the breach relates to a specific target. In the event that GSK and its affiliates cease development, manufacturing and commercialization activities with respect to compounds or products subject to the GSK Collaboration Agreement and directed to a particular target, the Company may terminate the GSK Collaboration Agreement with respect to such target. Either party may terminate the GSK Collaboration Agreement for the other party’s insolvency. In certain termination circumstances, the Company would receive a license from GSK to continue researching, developing and manufacturing certain products. The GSK Collaboration Agreement, unless terminated earlier, will continue until the date on which: (i) with respect to a validation target, the date on which such validation target is not advanced into a collaboration program; or (ii) with respect to a collaboration target, the royalty term has expired for all collaboration products directed to the applicable collaboration target. The GSK Collaboration Agreement includes options to extend the research term for up to three additional years, which would increase the number of programs available to both parties. The Company will lead all preclinical research for GSK and the Company’s collaboration programs up to investigational new drug (“IND”)-enabling studies. The Company will lead IND-enabling studies, clinical development and commercialization for the Company’s collaboration programs. GSK collaboration programs will transfer to GSK for IND-enabling studies, clinical development and commercialization. The GSK Collaboration Agreement is managed by a joint steering committee in which both parties are represented equally. In addition, the AATD Collaboration is overseen by a joint development committee, a joint patent committee advises on intellectual property activities, and the Discovery Research Collaboration is overseen by a joint research committee. Both parties are represented equally for these committees and report to the joint steering committee. The Company assessed this arrangement in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and concluded that the contract counterparty, GSK, is a customer for the AATD Collaboration prior to GSK exercising its option and, for the Discovery Research Collaboration programs during the target validation research term. The Company identified the following material promises under the arrangement: (1) the exclusive global license for WVE-006; (2) the research and development services for WVE-006 through the Phase 1/2 study; (3) the discovery research services under the Discovery Research Collaboration to perform target validation programs; (4) research and development license for the Discovery Research Collaboration; and (5) the research and development services for the GSK collaboration programs through completion of a candidate selection. The research and development services for WVE-006 were determined to not be distinct from the exclusive global license and should therefore be combined into a single performance obligation for the AATD Collaboration. The research and development services for the Discovery Research Collaboration were determined to not be distinct from the research and development license for the Discovery Research Collaboration and should therefore be combined into a single performance obligation. In addition, the Company determined the standalone selling price for the option to advance up to eight programs from the Discovery Research Collaboration and determined it did not provide a material right to GSK. Based on these assessments, the Company identified two performance obligations in the GSK Collaboration Agreement: (1) AATD Collaboration consisting of the research and development services through completion of the Phase 1/2 study and research and development license for WVE-006 and (2) Discovery Research Collaboration which consists of research and development services for validating the targets and license for research and development license for targets. At the outset of the arrangement, the transaction price included fixed consideration of the $ 120.0 million upfront, the $ 15.4 million in premium related to the GSK Equity Investment and the fixed consideration related to the additional target validation research funding. The Company allocated the estimated variable consideration relating to the target validation research to the Discovery Research Collaboration and the variable consideration relating to the development milestone to the AATD Collaboration and then allocated the fixed consideration to the performance obligations on a relative standalone selling price basis. The Company determined that the GSK Collaboration Agreement did not contain a significant financing component. The program initiation fees to advance up to eight programs from the Discovery Research Collaboration to preclinically develop the GSK collaboration programs and the additional potential milestone payments were excluded from the transaction price, as all milestone amounts were fully constrained at the inception of the GSK Collaboration Agreement. The Company will reevaluate the transaction price at the end of each reporting period, and as uncertain events are resolved or other changes in circumstances occur, the Company will adjust its estimate of the transaction price. The following table summarizes the allocation of the total transaction price to the identified performance obligation under the GSK Collaboration Agreement, and the amount of the transaction price unsatisfied as of March 31, 2024 (in thousands): Transaction Price Allocated Transaction Price Unsatisfied (1) Performance Obligations: AATD Collaboration $ 156,778 $ 80,545 Discovery Research Collaboration 21,007 18,693 Total $ 177,785 $ 99,238 (1) The Unsatisfied transaction price will be recognized over the remaining research term. The Company developed the estimated standalone selling price for the global license for WVE-006, under the AATD Collaboration, using a discounted cash flow model. For the performance obligation associated with the research and development services under the Discovery Research Collaboration and the research and development services for WVE-006 under the AATD Collaboration, the Company determined the standalone selling price using estimates of the costs to perform the research and development services, including expected internal and external costs for services and supplies, adjusted to reflect a profit margin. The total estimated cost of the research and development services reflected the nature of the services to be performed and the Company’s best estimate of the length of time required to perform the services. Revenue associated with the AATD Collaboration performance obligation is being recognized as the research and development services are provided using an input measure, according to the costs incurred and the total costs expected to be incurred to satisfy the performance obligation. The revenue associated with the Discovery Research Collaboration performance obligation is being recognized as the research and development services are provided using an input measure, according to the costs incurred and the total costs expected to be incurred to satisfy the performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. Additional funding related to the Company’s research activities related to Discovery Research Collaboration will be recorded as accounts receivable when contractually enforceable and recorded as deferred revenue, or as revenue as the services are provided. During the year ended December 31, 2023, the Company achieved a developmental milestone which pertained to the initiation of dosing in healthy volunteers in the RestorAATion clinical trial program, triggering a $ 20.0 million milestone payment to the Company from GSK. As of December 31, 2023, the $ 20.0 million related to the achievement of the milestone was included in the current portion of accounts receivable and payment was received from GSK in the first quarter of 2024. Under the GSK Collaboration Agreement, for the three months ended March 31, 2024 and 2023, the Company recognized revenue of $ 12.3 million for each period, using the input method described above. Through March 31, 2024 , the Company had recognized revenue of $ 78.5 million under the GSK Collaboration Agreement as collaboration revenue in the Company’s consolidated statements of operations and comprehensive loss. The aggregate amount of the transaction price allocated to the Company’s unsatisfied and partially unsatisfied performance obligations and recorded in deferred revenue on March 31, 2024 was approximately $ 82.1 million, of which approximately $ 69.5 million was included in current liabilities and approximately $ 12.5 million was included in long-term liabilities. The aggregate amount of the transaction price allocated to the Company’s unsatisfied and partially unsatisfied performance obligations and recorded in deferred revenue on December 31, 2023 was approximately $ 94.3 million, of which approximately $ 78.7 million was included in current liabilities and $ 15.6 million is included in long-term liabilities. Subsequent to March 31, 2024, GSK selected its first two programs to advance to development candidates following achievement of target validation. These programs utilize Wave’s next generation GalNAc-siRNA format and are in hepatology. Under the GSK Collaboration Agreement, GSK is required to provide an aggregate initiation payment of $ 12.0 million to Wave for these two oligonucleotide programs. Under the GSK Collaboration Agreement, GSK can advance up to eight programs leveraging Wave’s PRISM platform and multiple RNA-targeting modalities (RNA editing, splicing, siRNA, and antisense) with target validation work ongoing across multiple therapy areas. Takeda Collaboration and Equity Agreements In February 2018 , Wave USA and Wave UK entered into a global strategic collaboration (the “Takeda Collaboration”) with Takeda Pharmaceutical Company Limited (“Takeda”), pursuant to which Wave USA, Wave UK and Takeda agreed to collaborate on the research, development and commercialization of oligonucleotide therapeutics for disorders of the Central Nervous System (“CNS”). The Takeda Collaboration provides the Company with at least $ 230.0 million in committed cash and Takeda with the option to co-develop and co-commercialize the Company’s CNS development programs in (1) Huntington’s disease (“HD”); (2) amyotrophic lateral sclerosis (“ALS”) and frontotemporal dementia (“FTD”); and (3) the Company’s discovery-stage program targeting ATXN3 for the treatment of spinocerebellar ataxia 3 (“SCA3”) (collectively, “Category 1 Programs”). In addition, the Takeda Collaboration provided Takeda the right to exclusively license multiple preclinical programs for CNS disorders, including Alzheimer’s disease and Parkinson’s disease (collectively, “Category 2 Programs”). In April 2018, the Takeda Collaboration became effective and Takeda paid the Company $ 110.0 million as an upfront payment. Takeda also agreed to fund the Company’s research and preclinical activities in the amount of $ 60.0 million during the four-year research term and to reimburse the Company for any collaboration-budgeted research and preclinical expenses incurred by Wave that exceed that amount. Simultaneously with Wave USA and Wave UK’s entry into the collaboration and license agreement with Takeda (the “Takeda Collaboration Agreement”), the Company entered into a share purchase agreement with Takeda (the “Takeda Equity Agreement,” and together with the Takeda Collaboration Agreement, the “Takeda Agreements”) pursuant to which it agreed to sell to Takeda 1,096,892 of its ordinary shares at a purchase price of $ 54.70 per share. In April 2018 , the Company closed the Takeda Equity Agreement and received aggregate cash proceeds of $ 60.0 million. The Company did not incur any material costs in connection with the issuance of the shares. With respect to Category 1 Programs, the Company will be responsible for researching and developing products and companion diagnostics for Category 1 Programs through completion of the first proof of mechanism study for such products. Takeda will have an exclusive option for each target and all associated products and companion diagnostics for such target, which it may exercise at any time through completion of the proof of mechanism study. If Takeda exercises this option, the Company will receive an opt-in payment and will lead manufacturing and joint clinical co-development activities and Takeda will lead joint co-commercial activities in the United States and all commercial activities outside of the United States. Global costs and potential profits will be shared 50 : 50 and the Company will be eligible to receive development and commercial milestone payments. In addition to its 50% profit share, the Company is eligible to receive option exercise fees and development and commercial milestone payments for each of the Category 1 Programs. With respect to Category 2 Programs, the Company granted Takeda the right to exclusively license multiple preclinical programs during a four-year research term (subject to limited extension for programs that were initiated prior to the expiration of the research term, in accordance with the Takeda Collaboration Agreement) (“Category 2 Research Term”). During that term, the Takeda Collaboration provided that the parties may collaborate on preclinical programs for up to six targets at any one time . The Company was responsible for researching and preclinically developing products and companion diagnostics directed to the agreed upon targets through completion of Investigational IND enabling studies in the first major market country. Thereafter, Takeda would have an exclusive worldwide license to develop and commercialize products and companion diagnostics directed to such targets, subject to the Company’s retained rights to lead manufacturing activities for products directed to such targets. Takeda agreed to fund the Company’s research and preclinical activities in the amount of $ 60.0 million during the research term and reimburse the Company for any collaboration-budgeted research and preclinical expenses incurred by the Company that exceeded that amount. The Company was also eligible to receive tiered high single-digit to mid-teen royalties on Takeda’s global commercial sales of products from each Category 2 Program. Under the Takeda Collaboration Agreement, each party granted to the other party specific intellectual property licenses to enable the other party to perform its obligations and exercise its rights under the Takeda Collaboration Agreement, including license grants to enable each party to conduct research, development and commercialization activities pursuant to the terms of the Takeda Collaboration Agreement. The term of the Takeda Collaboration Agreement commenced on April 2, 2018 and, unless terminated earlier, will continue until the date on which: (i) with respect to each Category 1 Program target for which Takeda does not exercise its option, the expiration or termination of the development program with respect to such target; (ii) with respect to each Category 1 Program target for which Takeda exercises its option, the date on which neither party is researching, developing or manufacturing any products or companion diagnostics directed to such target; or (iii) with respect to each Category 2 Program target, the date on which royalties are no longer payable with respect to products directed to such target. Takeda may terminate the Takeda Collaboration Agreement for convenience on 180 days’ notice, in its entirety or on a target-by-target basis. Subject to certain exceptions, each party has the right to terminate the Takeda Collaboration Agreement on a target-by-target basis if the other party, or a third party related to such party, challenges the patentability, enforceability or validity of any patents within the licensed technology that cover any product or companion diagnostic that is subject to the Takeda Collaboration Agreement. In the event of any material breach of the Takeda Collaboration Agreement by a party, subject to cure rights, the other party may terminate the Takeda Collaboration Agreement in its entirety if the breach relates to all targets or on a target-by-target basis if the breach relates to a specific target. In the event that Takeda and its affiliates cease development, manufacturing and commercialization activities with respect to compounds or products subject to the Takeda Collaboration Agreement and directed to a particular target, the Company may terminate the Takeda Collaboration Agreement with respect to such target. Either party may terminate the Takeda Collaboration Agreement for the other party’s insolvency. In certain termination circumstances, the Company would receive a license from Takeda to continue researching, developing and manufacturing certain products, and companion diagnostics. The Takeda Collaboration is managed by a joint steering committee in which both parties are represented equally. The joint steering committee is tasked with overseeing the scientific progression of each Category 1 Program and, prior to the Amendment (discussed below), the Category 2 Programs. The Company assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, Takeda, is a customer for Category 1 Programs prior to Takeda exercising its option, and for Category 2 Programs during the Category 2 Research Term. The Company identified the following material promises under the arrangement: (1) the non-exclusive, royalty-free research and development license for each Category 1 Program; (2) the research and development services for each Category 1 Program through completion of the first proof of mechanism study; (3) the exclusive option to license, co-develop and co-commercialize each Category 1 Program; (4) the right to exclusively license the Category 2 Programs; and (5) the research and preclinical development services of the Category 2 Programs through completion of IND-enabling studies. The research and development services for each Category 1 Program were determined to not be distinct from the research and development license and should therefore be combined into a single performance obligation for each Category 1 Program. The research and preclinical development services for the Category 2 Programs were determined to not be distinct from the exclusive licenses for the Category 2 Programs and therefore were combined into a single performance obligation. Additionally, the Company determined that the exclusive option for each Category 1 Program was priced at a discount, and, as such, provide material rights to Takeda, representing three separate performance obligations. Based on these assessments, the Company identified seven performance obligations in the Takeda Collaboration Agreement: (1) research and development services through completion of the first proof of mechanism and non-exclusive research and development license for HD; (2) research and development services through completion of the first proof of mechanism and non-exclusive research and development license for ALS and FTD; (3) research and development services through completion of the first proof of mechanism and non-exclusive research and development license for SCA3; (4) the material right provided for the exclusive option to license, co-develop and co-commercialize HD; (5) the material right provided for the exclusive option to license, co-develop and co-commercialize ALS and FTD; (6) the material right provided for the exclusive option to license, co-develop and co-commercialize SCA3; and (7) the research and preclinical development services and right to exclusively license the Category 2 Programs. At the outset of the arrangement, the transaction price included the $ 110.0 million upfront consideration received and the $ 60.0 million of committed research and preclinical funding for the Category 2 Programs. The Company determined that the Takeda Collaboration Agreement did not contain a significant financing component. The option exercise fees to license, co-develop and co-commercialize each Category 1 Program that may be received are excluded from the transaction price until each customer option is exercised. The potential milestone payments were excluded from the transaction price, as all milestone amounts were fully constrained at the inception of the Takeda Collaboration Agreement. The Company will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, if necessary, will adjust its estimate of the transaction price. The Company allocated the transaction price to the performance obligations on a relative standalone selling price basis. For the performance obligations associated with the research and development services through completion of the first proof of mechanism and non-exclusive research and development license for HD; the research and development services through completion of the first proof of mechanism and non-exclusive research and development license for ALS and FTD; the research and development services through completion of the first proof of mechanism and non-exclusive research and development license for SCA3; and the research and preclinical development services and right to exclusively license the Category 2 Programs, the Company determined the standalone selling price using estimates of the costs to perform the research and development services, including expected internal and external costs for services and supplies, adjusted to reflect a profit margin. The total estimated cost of the research and development services reflected the nature of the services to be performed and the Company’s best estimate of the length of time required to perform the services. For the performance obligations associated with the material right provided for the exclusive option to license, co-develop and co-commercialize HD; the material right provided for the exclusive option to license, co-develop and co-commercialize ALS and FTD; and the material right provided for the exclusive option to license, co-develop and co-commercialize SCA3, the Company estimated the standalone fair value of the option to license each Category 1 Program utilizing an adjusted market assessment approach, and determined that any standalone fair value in excess of the amounts to be paid by Takeda associated with each option represented a material right. Revenue associated with the research and development services for each Category 1 Program performance obligation is being recognized as the research and development services are provided using an input method, according to the costs incurred on each Category 1 Program and the total costs expected to be incurred to satisfy each Category 1 Program performance obligation. Prior to the Amendment described below, revenue associated with the research and preclinical development services for the Category 2 Programs performance obligation was recognized as the research and preclinical development services that were provided using an input method, according to the costs incurred on Category 2 Programs and the total costs expected to be incurred to satisfy the performance obligation. The amount allocated to the material right for each Category 1 Program option will be recognized on the date that Takeda exercises each respective option, or immediately as each option expires unexercised. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. On October 15, 2021 , Wave USA, Wave UK and Takeda entered into the Second Amendment to the Takeda Collaboration Agreement (the “Amendment”), which discontinued the Category 2 component of the Takeda Collaboration. The Category 1 Programs under the Collaboration Agreement remain in effect and are unchanged by the Amendment. Pursuant to the Amendment, Takeda agreed to pay the Company an additional $ 22.5 million as full payment for reimbursable Category 2 Programs collaboration-budgeted research and preclinical expenses. The Company received this payment from Takeda related to the Category 2 component and recognized the full amount as collaboration revenue in the year ended December 31, 2021. In May 2023, the Company announced its decision to discontinue clinical development of WVE-004 for C9orf72-associated ALS and FTD (“C9 for ALS/FTD”), one of the Category 1 Programs. In July 2023, the joint steering committee that manages the Takeda Collaboration terminated C9 for ALS/FTD as a target under the collaboration (the “C9 Target”) and consequently Takeda and the Company’s rights and obligations under the Takeda Collaboration were terminated with respect to the C9 Target. As a result of the termination of the C9 for ALS/FTD Category 1 Program, the Company recognized $ 28.0 million in revenue during the three months ended September 30, 2023, which represented the remainder of the deferred revenue for the C9 for ALS/FTD Category 1 Program as of June 30, 2023. In December 2023, the joint steering committee that manages the Takeda Collaboration terminated the SCA3 Category 1 Program as a target under the collaboration and consequently, Takeda and the Company’s rights and obligations under the Takeda Collaboration were terminated with respect to the SCA3 Category 1 Program. As a result of the termination of the SCA3 Category 1 Program, the Company recognized $ 9.9 million in revenue during the three months ended December 31, 2023, which represented the remainder of the deferred revenue for the SCA3 Category 1 Program as of September 30, 2023. In the third quarter of 2023, the Company achieved a developmental milestone related to the HD Category 1 Program, which pertained to the positive results from a non-clinical study of WVE-003 in non-human primates (“NHPs”). As a result of achieving the milestone, the Company recognized $ 7.0 million in revenue, which was not previously recorded in deferred revenue, as it was fully constrained at the inception of the Takeda Collaboration. During the three months ended March 31, 2024 and 2023 , the Company recognized revenue of approximately $ 0.3 million and $ 0.7 million, respectively, under the Takeda Collaboration Agreement in the Company’s consolidated statements of operations and comprehensive loss. Through March 31, 2024 , the Company had recognized revenue of $ 128.5 million under the Takeda Collaboration Agreement as collaboration revenue in the Company’s consolidated statements of operations and comprehensive loss. The aggregate amount of the transaction price allocated to the Company’s unsatisfied and partially unsatisfied performance obligations and recorded in deferred revenue as of March 31, 2024 and December 31, 2023 was $ 71.0 million and $ 71.3 million, respectively, and all of the deferred revenue was included in current liabilities. The Company expects to recognize revenue for the portion of the deferred revenue that relates to the research and development services for each remaining Category 1 Program as costs are incurred, over the remaining research term. The Company expects to recognize revenue for the portion of the deferred revenue that relates to the material right for each remaining Category 1 Program option upon Takeda’s exercise or termination of such option, or immediately as each option expires unexercised. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | 6. SHAREHOLDERS’ EQUITY In January 2024, the underwriters of the previously disclosed underwritten public offering in December 2023 exercised their option to purchase an additional 3,000,000 ordinary shares at a price of $ 5.00 per share for additional gross proceeds to the Company of $ 15.0 million. This resulted in additional net proceeds of $ 14.0 million to the Company during the three months ended March 31, 2024, after deducting the underwriting discounts and commissions and offering expenses. |
Net Loss Per Ordinary Share
Net Loss Per Ordinary Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Ordinary Share | 7. NET LOSS PER ORDINARY SHARE The Company applies the two-class method to calculate its basic and diluted net loss per share attributable to ordinary shareholders, as its Series A preferred shares are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to ordinary shareholders. As of March 31, 2024 , there are 7,093,656 vested and exercisable pre-funded warrants (“Pre-Funded Warrants”) outstanding to purchase ordinary shares for the exercise price of $ 0.0001 per share, provided that, unless and until the Company obtains shareholder approval for the issuance of the shares underlying the Pre-Funded Warrants, a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause (i) the aggregate number of our ordinary shares beneficially owned by the holder (together with its affiliates) to exceed 19.99 % of the number of our ordinary shares outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 19.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. The Pre-Funded Warrants are included in the weighted-average shares outstanding used in the calculation of basic net loss per share as the exercise price is negligible and the warrants are fully vested and exercisable. Basic loss per share is computed by dividing net loss attributable to ordinary shareholders and Pre-Funded Warrant holders by the weighted-average number of ordinary shares and Pre-Funded Warrants outstanding. The Company’s potentially dilutive shares, which include outstanding share options to purchase ordinary shares, RSUs, and Series A preferred shares, are considered to be ordinary share equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following potential ordinary shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to ordinary shareholders for the periods indicated because including them would have had an anti-dilutive effect: As of March 31, 2024 2023 Options to purchase ordinary shares 20,061,152 14,235,350 RSUs 635,323 614,449 Series A preferred shares 3,901,348 3,901,348 Additionally, for the periods presented, the two-class method does not impact the net loss per ordinary share as the Company was in a net loss position for each of the periods presented and holders of Series A preferred shares do not participate in losses. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES During the three months ended March 31, 2024 and 2023 , the Company recorded no income tax provision. The Company maintained a full valuation allowance for the three months ended March 31, 2024 and 2023 in all jurisdictions due to uncertainty regarding future taxable income. |
Geographic Data
Geographic Data | 3 Months Ended |
Mar. 31, 2024 | |
Geographic Data [Abstract] | |
Geographic Data | 9. GEOGRAPHIC DATA Substantially all of the Company’s long-lived assets were located in the United States as of March 31, 2024 and December 31, 2023 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS The Company had the following related party transactions: • In 2012, the Company entered into a consulting agreement for scientific advisory services with Dr. Gregory L. Verdine, one of the Company’s founders and a member of the Company’s board of directors. The consulting agreement does not have a specific term and may be terminated by either party upon 14 days’ prior written notice. Pursuant to the consulting agreement, the Company pays Dr. Verdine approximately $ 13 thousand per month, plus reimbursement for certain expenses. In October 2022, the compensation committee of the Company’s board of directors granted Dr. Verdine a non-qualified share option for 163,467 ordinary shares in lieu of cash as payment under this consulting agreement for the service period of October 1, 2022 through December 31, 2024, the monthly vesting of which is subject to Dr. Verdine’s continued service under the consulting agreement. • In April 2023, the Company engaged Shin Nippon Biomedical Laboratories Ltd. (“SNBL”), one of the Company’s shareholders, to provide approximately $ 2.8 million in certain NHP contract research services to the Company. During the three months ended March 31, 2024, the Company did not make any payments to SNBL. Through March 31, 2024 , the Company has paid $ 1.4 million to SNBL for the aforementioned NHP contract research services. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Data | Unaudited Interim Financial Data The accompanying interim consolidated balance sheet as of March 31, 2024, the related interim consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, the consolidated statements of Series A preferred shares and shareholders’ equity (deficit) for the three months ended March 31, 2024 and 2023, the consolidated statements of cash flows for the three months ended March 31, 2024 and 2023, and the related interim information contained within the notes to the unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements. The financial data and other information disclosed in these notes related to the three months ended March 31, 2024 and 2023 are unaudited. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s financial position and results of operations for the three months ended March 31, 2024 and 2023. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or any other interim period or future year or period. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, 2024 December 31, 2023 (in thousands) Accrued compensation $ 3,697 $ 14,065 Accrued expenses related to CROs and CMOs 1,754 1,768 Accrued expenses and other current liabilities 1,170 995 Total accrued expenses and other current liabilities $ 6,621 $ 16,828 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Options and RSUs Outstanding | The table below shows the options and RSUs outstanding as of March 31, 2024 and 2023. As of March 31, 2024 2023 Options to purchase ordinary shares 20,061,152 14,235,350 RSUs 635,323 614,449 |
Collaboration Agreements (Table
Collaboration Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
GSK Collaboration Agreement [Member] | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Summary Of Allocation of The Total Transaction Price | The following table summarizes the allocation of the total transaction price to the identified performance obligation under the GSK Collaboration Agreement, and the amount of the transaction price unsatisfied as of March 31, 2024 (in thousands): Transaction Price Allocated Transaction Price Unsatisfied (1) Performance Obligations: AATD Collaboration $ 156,778 $ 80,545 Discovery Research Collaboration 21,007 18,693 Total $ 177,785 $ 99,238 (1) The Unsatisfied transaction price will be recognized over the remaining research term. |
Net Loss Per Ordinary Share (Ta
Net Loss Per Ordinary Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Ordinary Share | The following potential ordinary shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to ordinary shareholders for the periods indicated because including them would have had an anti-dilutive effect: As of March 31, 2024 2023 Options to purchase ordinary shares 20,061,152 14,235,350 RSUs 635,323 614,449 Series A preferred shares 3,901,348 3,901,348 |
The Company - Additional Inform
The Company - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 180,922 | $ 200,351 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 3,697 | $ 14,065 |
Accrued expenses related to CROs and CMOs | 1,754 | 1,768 |
Accrued expenses and other current liabilities | 1,170 | 995 |
Total accrued expenses and other current liabilities | $ 6,621 | $ 16,828 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - shares | 3 Months Ended | |||||
Dec. 13, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Aug. 31, 2023 | Aug. 31, 2022 | Aug. 10, 2021 | |
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Issuance of ordinary shares, shares | 10,683,761 | |||||
Ordinary Shares [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Number of shares issued | 101,542 | 133,098 | ||||
Issuance of ordinary shares, shares | 3,000,000 | |||||
Options to Employees and Non-Employee Directors [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Options granted to employees | 6,271,850 | |||||
Time-based RSUs [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Shares granted to employees | 47,725 | |||||
ESPP [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Ordinary shares authorized for issuance | 1,000,000 | 3,000,000 | ||||
Ordinary shares reserved for issuance | 2,388,958 | |||||
Ordinary share purchase price at equal to fair market value percentage | 85% | |||||
Number of shares issued | 101,542 | |||||
2021 Plan [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Ordinary shares authorized for issuance | 17,950,000 | 11,450,000 | 5,450,000 | |||
Ordinary shares available for future grant | 2,092,189 | |||||
2014 Plan [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Contractual life of options | 5 years | |||||
2014 Plan [Member] | Minimum [Member] | Time-based RSUs [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
2014 Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Contractual life of options | 10 years | |||||
2014 Plan [Member] | Maximum [Member] | Time-based RSUs [Member] | ||||||
Share-based Compensation Arrangement By Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Options and RSUs Outstanding (Detail) - shares | Mar. 31, 2024 | Mar. 31, 2023 |
Share-Based Payment Arrangement [Abstract] | ||
Options to purchase ordinary shares | 20,061,152 | 14,235,350 |
RSUs | 635,323 | 614,449 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 16 Months Ended | |||||||||
Apr. 01, 2024 USD ($) | Jan. 27, 2023 USD ($) | Dec. 13, 2022 USD ($) $ / shares shares | Oct. 15, 2021 USD ($) | Apr. 02, 2018 | Apr. 30, 2018 USD ($) Target $ / shares shares | Feb. 28, 2018 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Collaboration and license agreement, deferred revenue noncurrent | $ 12,536 | $ 15,601 | $ 15,601 | $ 12,536 | |||||||||
Shares issued under equity agreement | shares | 10,683,761 | ||||||||||||
Investment, Type [Extensible Enumeration] | G S K Equity Investment [Member] | ||||||||||||
Purchase price per share | $ / shares | $ 4.68 | ||||||||||||
Net proceeds from sale of ordinary shares after deducting commissions and offering expenses | 14,038 | $ 0 | |||||||||||
Collaboration revenue recognized | 12,538 | 12,929 | |||||||||||
Collaboration and license agreement, deferred revenue current | 140,586 | 150,059 | 150,059 | 140,586 | |||||||||
Takeda [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Fund receivable for research and preclinical activities | $ 60,000 | ||||||||||||
Up-front consideration received | $ 110,000 | ||||||||||||
GSK Collaboration Agreement [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Upfront payment under collaboration agreement | $ 120,000 | $ 120,000 | |||||||||||
Collaboration Agreement in Premium | $ 15,400 | ||||||||||||
Collaboration and license agreement, deferred revenue noncurrent | 12,500 | 15,600 | 15,600 | 12,500 | |||||||||
Milestone payment | 20,000 | ||||||||||||
Acheivement of milestone included in current portion receivable | 20,000 | 20,000 | |||||||||||
Collaboration revenue recognized | 12,300 | 12,300 | 78,500 | ||||||||||
Collaboration and license agreement, deferred revenue | 82,100 | 94,300 | 94,300 | 82,100 | |||||||||
Collaboration and license agreement, deferred revenue current | 69,500 | 78,700 | 78,700 | 69,500 | |||||||||
GSK Collaboration Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Aggregate initiation payment | $ 12,000 | ||||||||||||
Collaboration And License Agreement [Member] | Category One Programs [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Percentage of global costs and potential profits sharing ratio | 50% | ||||||||||||
Collaboration And License Agreement [Member] | Takeda [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Upfront payment under collaboration agreement | $ 110,000 | ||||||||||||
Collaboration and license agreement month and year | 2018-02 | ||||||||||||
Fund receivable for research and preclinical activities | $ 60,000 | ||||||||||||
Research term under collaboration and license agreement | 4 years | ||||||||||||
Collaboration agreement commencement date | Apr. 02, 2018 | ||||||||||||
Collaboration agreement termination period | 180 days | ||||||||||||
Collaboration And License Agreement [Member] | Takeda [Member] | Minimum [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Collaboration agreement, committed cash | $ 230,000 | ||||||||||||
Collaboration And License Agreement [Member] | Takeda [Member] | Category One Programs [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Percentage of global costs and potential profits sharing ratio | 50% | ||||||||||||
Collaboration and License Agreement Date | Oct. 15, 2021 | ||||||||||||
Collaboration revenue recognized | 300 | $ 700 | 128,500 | ||||||||||
Collaboration and license agreement, deferred revenue | $ 71,000 | 71,300 | $ 71,300 | $ 71,000 | |||||||||
Collaboration And License Agreement [Member] | Takeda [Member] | Category Two Programs [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Fund receivable for research and preclinical activities | $ 60,000 | ||||||||||||
Research term under collaboration and license agreement | 4 years | ||||||||||||
Maximum targets for preclinical programs | Target | 6 | ||||||||||||
Option to reach maximum targets for preclinical programs | any one time | ||||||||||||
Collaboration-budgeted research and preclinical expenses | $ 22,500 | ||||||||||||
Collaboration and Share Purchase Agreements [Member] | Takeda [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Shares issued under equity agreement | shares | 1,096,892 | ||||||||||||
Purchase price per share | $ / shares | $ 54.70 | ||||||||||||
Net proceeds from sale of ordinary shares after deducting commissions and offering expenses | $ 60,000 | ||||||||||||
Equity investment agreement official closure month and year | 2018-04 | ||||||||||||
C9-ALS/FTD Program [Member] | Takeda [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Revenue from termination of collaborative arrangement | $ 9,900 | $ 28,000 | |||||||||||
Collaborative Arrangement Transaction Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | true | ||||||||||||
Developmental Milestone related to HD Category One Program, Which Pertained to Completion of New, Non-Clinical Study of WVE-003 in Non-Human Primates or NHPs [Member] | Takeda [Member] | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Revenue from termination of collaborative arrangement | $ 7,000 |
Collaboration Agreements - Summ
Collaboration Agreements - Summary Of Allocation of The Total Transaction Price (Details) - GSK Collaboration Agreement [Member] $ in Thousands | Mar. 31, 2024 USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Transaction Price Allocated | $ 177,785 | |
Transaction Price Unsatisfied | 99,238 | [1] |
AATD Collaboration [Member] | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Transaction Price Allocated | 156,778 | |
Transaction Price Unsatisfied | 80,545 | [1] |
Discovery Research Collaboration [Member] | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Transaction Price Allocated | 21,007 | |
Transaction Price Unsatisfied | $ 18,693 | [1] |
[1] (1) The Unsatisfied transaction price will be recognized over the remaining research term. |
Shareholders Equity - Additiona
Shareholders Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jan. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | |||
Net proceeds from sale of ordinary shares after deducting commissions and offering expenses | $ 14,038 | $ 0 | |
December 2023 Offering [Member] | |||
Class of Stock [Line Items] | |||
Additional shares of common stock | 3,000,000 | ||
Purchase price per share | $ 5 | ||
Additional gross proceeds | $ 15,000 | ||
Net proceeds from sale of ordinary shares after deducting commissions and offering expenses | $ 14,000 |
Net Loss Per Ordinary Share - A
Net Loss Per Ordinary Share - Additional Information (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Series A preferred stock, shares outstanding | 3,901,348 | 3,901,348 | ||
Series A Preferred Shares [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Series A preferred stock, shares outstanding | 3,901,348 | 3,901,348 | 3,901,348 | 3,901,348 |
Pre Funded Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Pre-funded warrant outstanding | 7,093,656 | |||
Warrant Exercise Price Per Share | $ 0.0001 | |||
Minimum percentage of combined voting power of securities outstanding immediate effect of exercise | 19.99% |
Net Loss Per Ordinary Share -_2
Net Loss Per Ordinary Share - Anti-Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Ordinary Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Options to Purchase Ordinary Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted earnings | 20,061,152 | 14,235,350 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted earnings | 635,323 | 614,449 |
Series A Preferred Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares excluded from computation of diluted earnings | 3,901,348 | 3,901,348 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax provision | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2023 | Oct. 31, 2022 | Mar. 31, 2024 | |
Scientific Advisor [Member] | Consulting Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Consulting agreement termination notice period | 14 days | ||
Consulting service expenses | $ 13,000 | ||
Scientific Advisor [Member] | Consulting Agreement [Member] | Service Period of October 1, 2022 Through December 31, 2024 [Member] | |||
Related Party Transaction [Line Items] | |||
Non-qualified share option granted for service | 163,467 | ||
Shin Nippon Biomedical Laboratories Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Contract research services | $ 2,800,000 | ||
Payments related to contract research services. | $ 1,400,000 |