WAVE LIFE SCIENCES LTD. (NASDAQ:WVE) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01

On April12, 2017, WAVE Life Sciences Ltd. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Jefferies LLC, Leerink Partners 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 4,166,667 of its ordinary shares of the
Company, no par value. The price to the public in the Offering is
$24.00 per share, and the Underwriters have agreed to purchase
the shares from the Company to the Underwriting Agreement at a
price of $22.56 per share. The net proceeds to the Company from
the Offering are expected to be approximately $93.4million after
deducting underwriting discounts and commissions and other
estimated offering expenses. Under the terms of the Underwriting
Agreement, the Underwriters have an option, exercisable for 30
days, to purchase up to an additional 625,000 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 April18, 2017, subject to satisfaction of customary
closing conditions.

The shares will be issued to the Companys shelf registration
statement on Form S-3 (File No.333-215428) initially filed with
the Securities and Exchange Commission (the Commission) on
January4, 2017 and declared effective by the Commission on
February6, 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 April12, 2017, 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.

About WAVE LIFE SCIENCES LTD. (NASDAQ:WVE)

WAVE Life Sciences Ltd. is a preclinical biopharmaceutical company. The Company focuses on developing its synthetic chemistry platform to develop and commercialize a pipeline of nucleic acid-based therapeutics. It develops nucleic acid therapeutics that target genetic defects to either reduce the expression of disease-promoting proteins or transform the production of dysfunctional mutant proteins into the production of functional proteins. Its advanced therapeutic programs are in Huntington’s disease, duchenne muscular dystrophy (DMD) and inflammatory bowel disease (IBD). In Huntington’s disease, it has programs that target HTT SNP-1 and HTT SNP-2; in DMD, it targets Exon 51, and in IBD, it targets SMAD7. It has selected lead product candidates in its programs targeting HTT SNP-1 and Exon 51. It has late-stage discovery programs in epidermolysis bullosa simplex, in which it targets KRT14 SNP-1 and KRT14 SNP-2, and in DMD, in which it is focused on an additional DMD target, AcRIIb.

WAVE LIFE SCIENCES LTD. (NASDAQ:WVE) Recent Trading Information

WAVE LIFE SCIENCES LTD. (NASDAQ:WVE) closed its last trading session down -3.40 at 23.15 with 10,210 shares trading hands.