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

WAVE LIFE SCIENCES LTD. (NASDAQ:WVE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

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On April2, 2018, as a condition to and simultaneous with the closing of the equity issuance contemplated by the Share Purchase Agreement (the “Share Purchase Agreement”), dated February19, 2018, by and between Wave Life Sciences Ltd. (including its subsidiaries, the “Company” or “Wave”) and Takeda Pharmaceutical Company Limited (“Takeda”), the Company entered into an Investor Agreement with Takeda (the “Investor Agreement”). A description of the terms and conditions of the Investor Agreement that are material to the Company is set forth in the Current Report on Form 8-K filed by the Company on February20, 2018 under the heading “Equity Investment” in Item 1.01 of such Current Report on Form 8-K, which description is incorporated herein by reference.

Item 1.01 Regulation FD Disclosure.

From time to time, the Company presents and/or distributes slides and presentations to the investment community to provide updates and summaries of its business. On April2, 2018, the Company updated its corporate presentation to remove the caveats related to the closing of its strategic collaboration with Takeda since the collaboration became effective on April2, 2018, as described in Item 1.01 of this Current Report on Form 8-K. The updated presentation is available on the “For Investors& Media” section of the Company’s website at http://ir.wavelifesciences.com/. This presentation is also furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report furnished to Item 1.01 shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished to Item 1.01 of this report.

On April2, 2018, Wave closed on the issuance and sale of 1,096,892 ordinary shares to Takeda and received aggregate cash proceeds of approximately $60.0million. The sale of shares was made to the terms of the Share Purchase Agreement, the terms of which were previously disclosed by Wave in its Current Report on Form 8-K filed with the Securities and Exchange Commission on February20, 2018.

As a result of the closing under the Share Purchase Agreement, the Collaboration and License Agreement, dated February19, 2018, by and among Wave Life Sciences USA, Inc., Wave Life Sciences UK Limited and Takeda (the “Collaboration Agreement”), became effective on April2, 2018. Accordingly, Takeda is now required to pay Wave $110.0million as an upfront payment under the Collaboration Agreement.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 1.01 shall be deemed to be furnished, and not filed:

Wave Life Sciences Ltd. Exhibit
EX-99.1 2 d562444dex991.htm EX-99.1 EX-99.1 Wave Life Sciences Corporate Presentation April 2,…
To view the full exhibit click here


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.

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