| ITEM 1.01 | Entry into a Material Definitive Agreement. |
On January 24, 2019, Wave Life Sciences Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, SVB Leerink LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 3,950,000 of its ordinary shares no par value. The price to the public in the Offering is $38.00 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $35.72 per share. The gross proceeds to the Company from the Offering are expected to be approximately $150 million before deducting underwriting discounts and commissions and other offering expenses. Under the terms of the Underwriting Agreement, the Underwriters have an option, exercisable for 30 days, to purchase up to an additional 592,500 of its ordinary shares at the public offering price less the underwriting discounts and commissions. All of the shares in the Offering are being sold by the Company. The Offering is expected to close on or about January 28, 2019, subject to satisfaction of customary closing conditions.
The shares will be issued pursuant to the Company’s shelf registration statement on FormS-3 (FileNo. 333-215428) initially filed with the Securities and Exchange Commission (the “Commission”) on January 4, 2017 and declared effective by the Commission on February 6, 2017 (the “Registration Statement”). A prospectus and prospectus supplement relating to the Offering has been filed with the Commission.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein. A copy of the legal opinion of WongPartnership LLP relating to the validity of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
On January 24, 2019, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
