| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 22, 2020, 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 8,333,334 of its ordinary shares no par value. The price to the public in the Offering is $12.00 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $11.28 per share. The gross proceeds to the Company from the Offering are expected to be approximately $100 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 1,250,000 of the Company’s 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 September 25, 2020, subject to satisfaction of customary closing conditions.
The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-231382), which was initially filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2019 and amended by post-effective amendments filed with the Commission on March 2, 2020. The second post-effective amendment filed on March 2, 2020 was declared effective on May 1, 2020. 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 September 23, 2020, 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. |
(d) Exhibits
