| ITEM 2.02 | Results of Operations and Financial Condition. |
On January 23, 2019, Wave Life Sciences Ltd. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) to its effective shelf registration statement on FormS-3 (FileNo. 333-215428) (the “Prospectus”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an underwritten public offering of its ordinary shares (the “Offering”). The Company included the following disclosure in the Preliminary Prospectus Supplement:
“As of December 31, 2018, we had cash and cash equivalents of approximately $174.8 million. The estimated cash and cash equivalents as of December 31, 2018 are preliminary and may change, were prepared by management and are based on the most current information available to management as of the date of this prospectus supplement, and are subject to completion by management of the financial statements as of and for the year ended December 31, 2018, including completion of the review procedures, final adjustments and other developments that may arise between now and the time the financial results for this period are finalized. As a result, there can be no assurance that our cash and cash equivalents as of December 31, 2018 will not differ from these estimates and any such changes could be material. For more information on factors that could cause actual results to differ from those described below are set forth in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” The preliminary financial data included in this prospectus supplement has been prepared by, and is the responsibility of, our management. KPMG LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. Complete annual results will be included in our Annual Report on Form10-K for the year ended December 31, 2018, which is not expected to be filed until after this offering is completed.”
The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On January 23, 2019, the Company issued a press release announcing the commencement of the Offering. In connection with the Offering, the Company also announced its intention to grant the underwriters an option for a period of up to 30 days to purchase up to an additional 15% of the number of ordinary shares sold in the Offering on the same terms and conditions. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
In addition, the Preliminary Prospectus Supplement for the Offering contains an updated summary description of the Company’s business in the section entitled “Prospectus Supplement Summary,” which is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information contained in Exhibit 99.2 updates and supersedes the information provided in the Company’s previous periodic filings with the SEC in order to reflect recent business developments.
The Company also updated the section entitled “Comparison of Shareholder Rights” in the Prospectus, which is attached hereto as Exhibit 99.3 and incorporated by reference into the Preliminary Prospectus Supplement. The information contained in Exhibit 99.3 updates and supersedes the information provided in the Company’s previous periodic filings with the SEC in order to reflect recent amendments to the Singapore Companies Act.
This Current Report on Form8-K, including the Exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
