| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 14, 2022, Wave Life Sciences Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVB Securities LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale in an underwritten offering (the “Offering”) by the Company of an aggregate of (i) 25,464,483 of the Company’s ordinary shares, no par value (the “Shares”), at a public offering price of $2.15 per Share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 7,093,656 of the Company’s ordinary shares at a public offering price of $2.1499 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less the $0.0001 per share exercise price for each Pre-Funded Warrant. The gross proceeds to the Company from the Offering are expected to be approximately $70.0 million before deducting underwriting discounts and commissions and other offering expenses. All of the securities in the Offering are being sold by the Company. The Offering is expected to close on or about June 16, 2022, subject to customary closing conditions.
The Shares and Pre-Funded Warrants in the Offering will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-263251), which was initially filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2022 and was declared effective on May 4, 2022. A prospectus and prospectus supplement relating to the Offering was filed with the Commission on June 14, 2022 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
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, 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.
The Pre-Funded Warrants are exercisable at any time after their original issuance and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the original issuance date. Unless and until Company shareholder approval is obtained for the issuance of the Pre-Funded Warrant shares upon exercise of all or any portion of the Pre-Funded Warrants, a holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of ordinary shares outstanding or more than 19.99% of the combined voting power of the Company’s securities outstanding immediately after giving effect to such exercise. The foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to the form of Pre-Funded Warrant, which is attached as Exhibit 4.1 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 and ordinary shares issuable upon the exercise of the Pre-Funded Warrants offered in the Offering is attached as Exhibit 5.1 hereto.
A copy of the legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the validity of the Pre-Funded Warrants offered in the Offering is attached as Exhibit 5.2 hereto.
| Item 7.01 | Regulation FD Disclosure. |
Including the anticipated net proceeds from the Offering, the Company expects that its cash, cash equivalents and short-term investments will enable the Company to fund its operating and capital expenditure requirements to the end of 2023. In addition, following the closing of the Offering, the Company expects to have approximately 86,724,658 ordinary shares outstanding.
The information in this Item 7.01 is being furnished and 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 into any registration statement or other filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On June 14, 2022, the Company issued a press release announcing 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. |
