| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 6, 2023, Wave Life Sciences Ltd. (the “Company”, “we” or “us”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Leerink Partners LLC, as representatives 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 20,000,000 of the Company’s ordinary shares, no par value (the “Firm Shares”), at a public offering price of $5.00 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 3,000,000 of the Company’s ordinary shares (the “Optional Shares” and, together with the Firm Shares, the “Shares”) at the public offering price less 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 December 11, 2023, subject to customary closing conditions.
The Shares 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 final prospectus supplement relating to the Offering (the “Final Prospectus Supplement”) will be filed with the Commission on December 8, 2023 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.
A copy of the legal opinion of WongPartnership LLP relating to the validity of the issuance and sale of the Shares offered in the Offering is attached as Exhibit 5.1 hereto.
| Item 7.01 | Regulation FD Disclosure. |
Including the anticipated net proceeds from the Offering and the $20 million milestone payment earned under its collaboration with GSK in December 2023, the Company expects that its cash and cash equivalents will be sufficient to fund operations into the fourth quarter of 2025. Potential future milestones and opt-in payments under the Company’s GSK and Takeda collaborations are not included in its cash runway.
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.
