Wave Life Sciences Ltd
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 6, 2024
WVE$3.41-2.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report:
- Financial Statements
See Index to Consolidated Financial Statements on page 121 of this Annual Report on Form 10-K.
- Financial Statement Schedules
All schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
- Exhibits
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| ExhibitNumber | Exhibit Description | FiledwiththisReport | Incorporated byReference hereinfrom Form orSchedule | Filing Date | SECFile/Reg.Number |
|---|---|---|---|---|---|
| 3.1 | Constitution (formerly known as Memorandum of Association and Articles of Association) | Amendment No. 5to Form S-1(Exhibit 3.2) | 11/10/2015 | 333-207379 | |
| 4.1 | Form of Specimen Ordinary Share Certificate | Amendment No. 3to Form S-1(Exhibit 4.1) | 11/06/2015 | 333-207379 | |
| 4.2 | Description of Securities of the Registrant and Comparison of Shareholder Rights | X | |||
| 4.3 | Form of Pre-Funded Warrant | Form 8-K(Exhibit 4.1) | 06/14/2022 | 001-37627 | |
| 4.4.1 | Investors’ Rights Agreement by and among the Registrant and certain of its shareholders, dated as of August 14, 2015 | Form S-1(Exhibit 4.2) | 10/09/2015 | 333-207379 | |
| 4.4.2 | Amendment No. 1 to Investors’ Rights Agreement by and among the Registrant and certain of its shareholders, dated as of November 8, 2018 | Form 10-Q(Exhibit 10.2) | 11/09/2018 | 001-37627 | |
| 4.5 | Share Purchase Agreement by and between the Registrant and C.P. Pharmaceuticals International C.V., dated as of May 5, 2016 | Form 10-Q(Exhibit 10.2) | 08/15/2016 | 001-37627 | |
| Lease Agreements | |||||
| 10.1.1 | Lease Agreement by and between Wave Life Sciences USA, Inc., the Registrant, and King 733 Concord LLC, dated as of April 6, 2015 | Form S-1(Exhibit 10.7) | 10/09/2015 | 333-207379 | |
| 10.1.2 | First Amendment (to Lease) by and between Wave Life Sciences USA, Inc. and CPI/King 733 Concord Owner, LLC, dated as of December 9, 2020 | Form 10-K(Exhibit 10.5.2) | 03/04/2021 | 001-37627 | |
| 10.1.3 | Second Amendment (to Lease) by and between Wave Life Sciences USA, Inc. and CPI/King 733 Concord Owner, LLC, dated as of August 8, 2022 | Form 10-Q(Exhibit 10.1) | 08/11/2022 | 001-37627 | |
| 10.2.1 | Lease Agreement by and between Wave Life Sciences USA, Inc. and King 115 Hartwell LLC, dated as of September 26, 2016 | Form 8-K(Exhibit 10.1) | 01/06/2017 | 001-37627 |
| 10.2.2 | First Amendment (to Lease) by and between Wave Life Sciences USA, Inc. and King 115 Hartwell LLC, dated as of December 31, 2016 | Form 8-K(Exhibit 10.1) | 01/06/2017 | 001-37627 |
| Collaboration and License Agreements | ||||
|---|---|---|---|---|
| 10.3†† | Collaboration and License Agreement by and between Wave Life Sciences USA, Inc., Wave Life Sciences UK Limited and GlaxoSmithKline Intellectual Property (No. 3), dated as of December 13, 2022 | Form 10-K(Exhibit 10.3) | 03/23/2023 | 001-37627 |
| 10.4 | Share Purchase Agreement by and between Glaxo Group Limited and the Registrant, dated as of December 13, 2022 | Form 10-K(Exhibit 10.4) | 03/23/2023 | 001-37627 |
| 10.5 | Investor Agreement by and between Glaxo Group Limited and the Registrant, dated as of January 26, 2023 | Form 10-K(Exhibit 10.5) | 03/23/2023 | 001-37627 |
| 10.6.1† | Collaboration and License Agreement by and between Wave Life Sciences USA, Inc., Wave Life Sciences UK Limited and Takeda Pharmaceutical Company Limited, dated as of February 19, 2018 | Form 10-Q(Exhibit 10.1) | 05/09/2018 | 001-37627 |
| 10.6.2 | First Amendment to Collaboration and License Agreement by and between Wave Life Sciences USA, Inc., Wave Life Sciences UK Limited and Takeda Pharmaceutical Company Limited, dated as of August 4, 2020 | Form 10-Q(Exhibit 10.3) | 05/12/2022 | 001-37627 |
| 10.6.3†† | Second Amendment to Collaboration and License Agreement by and between Wave Life Sciences USA, Inc., Wave Life Sciences UK Limited and Takeda Pharmaceutical Company Limited, dated as of October 15, 2021 | Form 10-K(Exhibit 10.3.2) | 03/03/2022 | 001-37627 |
| 10.7 | Share Purchase Agreement by and between Takeda Pharmaceutical Company Limited and the Registrant, dated as of February 19, 2018 | Form 10-Q(Exhibit 10.2) | 05/09/2018 | 001-37627 |
| 10.8 | Investor Agreement by and between Takeda Pharmaceutical Company Limited and the Registrant, dated as of April 2, 2018 | Form 10-Q(Exhibit 10.3) | 05/09/2018 | 001-37627 |
| Agreements with Executive Officers and Directors | ||||
| 10.9+ | Form of Deed of Indemnity by and between the Registrant and each of its directors and certain of its officers | Form S-1(Exhibit 10.11) | 10/09/2015 | 333-207379 |
| 10.10+ | Employment Agreement, as amended and restated, between the Registrant and Paul B. Bolno, dated as of May 8, 2020 | Form 10-Q(Exhibit 10.1) | 08/10/2020 | 333-207379 |
| 10.11+ | Employment Agreement, as amended and restated, between the Registrant and Chandra Vargeese, dated as of May 8, 2020 | Form 10-Q(Exhibit 10.2) | 08/10/2020 | 333-207379 |
| 10.12+ | Employment Agreement between the Registrant and Christopher Francis, Ph.D., dated as of November 8, 2022 | Form 10-K(Exhibit 10.12) | 03/23/2023 | 001-37627 |
| 10.13+ | Employment Agreement between the Registrant and Michael Panzara, M.D. dated as of July 11, 2016 | Form 10-Q(Exhibit 10.4) | 11/09/2016 | 001-37627 |
| 10.14+ | Employment Agreement, as amended and restated, between the Registrant and Kyle Moran, dated as of January 1, 2021 | Form 10-K(Exhibit 10.15) | 03/04/2021 | 001-37627 |
| 10.15+ | Non-Employee Director Compensation Policy, as amended, effective as of August 7, 2023 | Form 10-Q(Exhibit 10.1) | 11/09/2023 | 001-37627 |
| 10.16+ | Consulting Agreement by and between Ontorii, Inc. (now Wave Life Sciences USA, Inc.) and Gregory Verdine, dated as of April 1, 2012 | Form S-1(Exhibit 10.16) | 10/09/2015 | 333-207379 |
| 10.17+ | Nominee Director Fee Agreement by and between the Registrant and Miura & Associates Management Consultants Pte. Ltd., dated as of October 23, 2012 | Form S-1(Exhibit 10.17) | 10/09/2015 | 333-207379 |
| Equity and Other Compensation Plans | ||||
|---|---|---|---|---|
| 10.18+ | Wave Life Sciences Ltd. 2014 Equity Incentive Plan, as amended (the “2014 Equity Plan”) | Form 10-Q(Exhibit 10.1) | 11/09/2017 | 001-37627 |
| 10.19+ | Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended (the “2021 Equity Plan”) | Form 8-K(Exhibit 10.1) | 08/15/2022 | 001-37627 |
| 10.19.1+ | Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended, effective as of August 1, 2023 | Form 8-K(Exhibit 10.1) | 08/07/2023 | 001-37627 |
| 10.20+ | Wave Life Sciences Ltd. 2019 Employee Share Purchase Plan, effective as of August 15, 2019 | Form 10-Q(Exhibit 10.1) | 11/05/2019 | 001-37627 |
| 10.20.1+ | Wave Life Sciences Ltd. 2019 Employee Share Purchase Plan, as amended, effective as of August 1, 2023 | Form 8-K(Exhibit 10.2) | 08/07/2023 | 001-37627 |
| 10.21.1+ | Form of Non-qualified Share Option Agreement under the 2014 Equity Plan, effective as of September 20, 2016 | Form 10-Q(Exhibit 10.2) | 11/09/2017 | 001-37627 |
| 10.21.2+ | Form of Non-qualified Share Option Agreement under the 2014 Equity Plan, effective as of January 1, 2018 | Form 10-K(Exhibit 10.23.3) | 03/01/2019 | 001-37627 |
| 10.21.3+ | Form of Non-qualified Share Option Agreement under the 2021 Equity Plan, effective as August 10, 2021 | Form 10-K(Exhibit 10.3) | 11/10/2021 | 001-37627 |
| 10.22.1+ | Form of Incentive Share Option Agreement under the 2014 Equity Plan, effective as of December 2014 | Form S-8(Exhibit 10.1) | 12/17/2015 | 333-208598 |
| 10.22.2+ | Form of Incentive Share Option Agreement under the 2014 Equity Plan, effective as of September 20, 2016 | Form 10-Q(Exhibit 10.3) | 11/09/2017 | 001-37627 |
| 10.23.1+ | Form of Restricted Share Unit Agreement under the 2014 Equity Plan, effective as of June 16, 2016 | Form 10-Q(Exhibit 10.4) | 11/09/2017 | 001-37627 | |
| 10.23.2+ | Form of Restricted Share Unit Agreement under the 2014 Equity Plan, effective as of January 1, 2018 | Form 10-K(Exhibit 10.25.2) | 03/01/2019 | 001-37627 | |
| 10.23.3+ | Form of Restricted Share Unit Agreement under the 2014 Equity Incentive Plan, effective as of January 1, 2019 | Form 10-Q(Exhibit 10.1) | 05/10/2019 | 001-37627 | |
| 10.23.4+ | Form of Restricted Share Unit Agreement under the 2021 Equity Plan, effective as of August 10, 2021 | Form 10-Q(Exhibit 10.4) | 11/10/2021 | 001-37627 | |
| 10.23.5+ | Form of Amended and Restated 2019 Performance-Based Restricted Share Unit Agreement under the 2014 Equity Incentive Plan, effective as of March 17, 2021 | Form 10-Q(Exhibit 10.2) | 05/13/2021 | 001-37627 | |
| 10.23.6+ | Form of 2021 Performance-Based Restricted Share Unit Agreement under the 2014 Equity Incentive Plan, effective as of March 17, 2021 | Form 10-Q(Exhibit 10.3) | 05/13/2021 | 001-37627 | |
| 10.24.1+ | Form of Non-qualified Share Option Agreement for UK Participants under the 2014 Equity Plan, effective as of June 21, 2017 | Form 10-Q(Exhibit 10.5) | 11/09/2017 | 001-37627 | |
| 10.24.2+ | Form of Non-qualified Share Option Agreement for UK Participants under the 2014 Equity Plan, effective as of January 1, 2018 | Form 10-K(Exhibit 10.26.2) | 03/01/2019 | 001-37627 | |
| 10.24.3+ | Form of Non-qualified Share Option Agreement for UK Participants under the 2021 Equity Plan, effective as of August 10, 2021 | Form 10-Q(Exhibit 10.5) | 11/10/2021 | 001-37627 | |
| 10.24.4+ | Form of Restricted Share Unit Agreement for UK Participants under the 2021 Equity Plan, effective as of August 10, 2021 | Form 10-Q(Exhibit 10.6) | 11/10/2021 | 001-37627 | |
| 10.25.1 | Form of Inducement Non-qualified Share Option Agreement | Form 10-Q (Exhibit 10.3) | 08/10/2020 | 001-37627 | |
| 10.25.2 | Form of Inducement Restricted Share Unit Agreement | Form 10-Q (Exhibit 10.7) | 11/10/2021 | 001-37627 | |
| 10.26.1 | Open Market Sale Agreement, dated as of May 10, 2019, by and between the Registrant and Jefferies LLC | Form S-3ASR(Exhibit 1.2) | 05/10/2019 | 333-231382 | |
| 10.26.2 | Amendment No. 1 to Open Market Sale Agreement, dated as of March 2, 2020, by and between the Registrant and Jefferies LLC | POSASR(Exhibit 1.3) | 03/02/2020 | 333-231382 | |
| 10.26.3 | Amendment No. 2, dated March 3, 2022, to the Open Market Sale Agreement, dated as of May 10, 2019, by and between Wave Life Sciences Ltd. and Jefferies LLC | Form 8-K(Exhibit 10.1) | 03/03/2022 | 001-37627 | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||
| 31.1 | Certifications of Principal Executive Officer pursuant to Rule 13a-14(a) | X |
| 31.2 | Certifications of Principal Financial Officer pursuant to Rule 13a-14(a) | X |
| 32* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Executive Officer and Principal Financial Officer | X |
| 97.1 | Clawback Policy, effective as of October 2, 2023 | X |
| 101.INS | XBRL Instance Document – The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X |
| 104 | The cover page for this Annual Report on Form 10-K for the year ended December 31, 2023 is contained in Exhibit 101 and has been formatted in Inline XBRL | X |
(*) The certification attached as Exhibit 32 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Wave Life Sciences Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
(+) Indicates management contract or compensatory plan or arrangement.
(†) Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
(††) Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type that the Registrant treats as private or confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.