8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 4, 2024

WAVE LIFE SCIENCES LTD.

(Exact name of registrant as specified in its charter)

Singapore

001-37627

98-1356880

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

7 Straits View #12-00, Marina One

East Tower

Singapore

018936

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +65 6236 3388

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol

Name of each exchange

on which registered

$0 Par Value Ordinary Shares

WVE

The Nasdaq Global Market

Item 8.01

Other Events.

As previously disclosed, on December 7, 2023, Wave Life Sciences Ltd. (the “Company”) announced the pricing of an underwritten public offering (the “Offering”) of 20,000,000 of its ordinary shares at a price to the public of $5.00 per ordinary share, pursuant to a registration statement on Form S-3 (File No. 333-263251) filed previously with the U.S. Securities and Exchange Commission, and on December 11, 2023, the Company closed the Offering. In addition, on January 4, 2024, the Company closed on the sale of an additional 3,000,000 ordinary shares after J.P. Morgan Securities LLC and Leerink Partners LLC, the representatives of the underwriters in connection with the Offering, exercised their option to purchase additional shares in the Offering in full, which increased the aggregate number of ordinary shares sold in the Offering to 23,000,000. The Company received aggregate gross proceeds of $115 million, before deducting underwriting discounts and commissions and offering expenses, in the Offering.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WAVE LIFE SCIENCES LTD.

By:		/s/ Paul B. Bolno, M.D.
		Paul B. Bolno, M.D.
		President and Chief Executive Officer

Date: January 4, 2024