Wave Life Sciences Ltd.

DEF 14A 1 d45078ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

WAVE LIFE SCIENCES LTD.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Shareholders of Wave Life Sciences Ltd.:

After a review by our board of directors and management team, we have determined that it is advisable to restructure our corporate group to cause the parent company of the group to be a Delaware corporation. We are making this proxy statement available in connection with the solicitation by the board of directors of Wave Life Sciences Ltd. (“Wave-Singapore”) of proxies to be voted at the shareholder meeting to be convened for the purposes set forth in the accompanying Notice of Special Meeting of Wave Life Sciences Ltd. Shareholders.

The board of directors of Wave-Singapore (the “Board” or the “Board of Directors”) has approved the entry by Wave-Singapore into an Implementation Agreement, dated as of April 15, 2026 the (“Implementation Agreement”), with a newly established Delaware corporation, Wave Life Sciences, Inc. (“Wave-Delaware”), relating to the restructuring of our corporate group. The Implementation Agreement provides for a statutory procedure known as a Scheme of Arrangement (the “Scheme of Arrangement”) to be implemented by Wave-Singapore and Wave-Delaware under Singapore law, subject to approval of the High Court of the Republic of Singapore (the “Singapore Court”). Pursuant to the Scheme of Arrangement, all issued ordinary shares in the capital of Wave-Singapore as of immediately prior to the effective time of the Scheme of Arrangement will be exchanged on a one-for-one basis for newly issued shares of common stock of Wave-Delaware, and Wave-Singapore will become a subsidiary of Wave-Delaware.

There are compelling reasons to redomicile the parent company of our group in the United States. After considering various factors, the Board unanimously determined that restructuring our corporate group to cause the parent company of our group to be an entity incorporated in Delaware is in the best interests of our company and its shareholders and will best help us accomplish our strategic objectives. We believe that redomiciling our parent company to the United States will, among other benefits, simplify and streamline the organizational, statutory and regulatory structure of the Wave group of companies, resulting in administrative efficiencies and reducing dual financial reporting, regulatory, legal and other compliance costs, for the benefit of shareholders and align the legal framework governing the Wave group of companies with our operational footprint. Through our listing on the Nasdaq Global Market (“Nasdaq”), the majority of our operations, our corporate headquarters, the majority of our operating assets, including our manufacturing and research and development facilities, along with the majority of our employees, management team and board of directors being in the United States, we already have a substantial presence in the United States. The reasons for the transaction are discussed in further detail in the accompanying proxy statement.

For you, our shareholders, much will remain the same following the time the Scheme of Arrangement comes into effect. If the Scheme of Arrangement takes effect, your rights with respect to the Wave-Delaware capital stock will be substantially the same as those currently in effect with respect to your Wave-Singapore shares. Upon the Scheme of Arrangement becoming effective, holders of Wave-Delaware capital stock will have the same proportionate interest in the profits, net assets and dividends of the Wave group of companies as they had immediately prior to the effective date of the Scheme of Arrangement as a holder of Wave-Singapore shares. However, there will be some differences in your shareholder rights, given the differences in the laws between Singapore and Delaware. In addition, there are differences between Wave-Singapore’s constitution and Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the completion of the Scheme of Arrangement. We have included a detailed chart outlining these differences in the attached proxy statement in the section titled “Comparison of Rights of Singapore Shareholders and Delaware Shareholders,” which begins on page 54.

Just as is the case today with our ordinary shares, upon completion of the transaction, the shares of common stock of Wave-Delaware will trade on Nasdaq, under the symbol “WVE.” We will remain subject to the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”), the mandates of the Sarbanes-Oxley Act of 2002 and the applicable corporate governance rules of Nasdaq. We will continue to report our consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles (“U.S. GAAP”).

Subject to the discussion included herein, it is intended that holders of our ordinary shares will not recognize any gain or loss for U.S. federal income tax purposes in connection with the transaction. On April 29, 2026, the Singapore Court granted Wave-Singapore’s application for leave to convene a meeting of shareholders to consider and approve the Scheme of Arrangement. Holders of ordinary shares of Wave-Singapore will be asked to vote on a proposal to approve the Scheme of Arrangement attached as Annex A to this proxy statement (the “Wave Redomiciliation Proposal”) at a meeting of Wave-Singapore’s shareholders (the “Special Meeting”) on June 22, 2026, at 1:00 p.m. Eastern time. The Special Meeting will be held in person at 733 Concord Avenue, Cambridge, MA 02138. At the Special Meeting, Wave-Singapore shareholders will be asked to approve the Wave Redomiciliation Proposal. The Wave Redomiciliation Proposal will also require the approval of the Singapore Court.

This proxy statement provides you with detailed information regarding the transaction contemplated by the Wave Redomiciliation Proposal. We encourage you to read this entire document carefully.You should carefully consider**“Risk Factors”**** beginning on page** 19** for a discussion of potential risks before voting.**

The Board has unanimously determined that the Scheme of Arrangement is advisable and in the best interests of Wave-Singapore and its shareholders and recommends that Wave-Singapore shareholders vote “FOR” the approval of the Wave Redomiciliation Proposal.

Please mark, date, sign and return the enclosed proxy card in the enclosed, postage-paid envelope as promptly as possible, as described in the attached proxy statement, so that your shares may be represented at the Special Meeting and voted in accordance with your wishes. For detailed information regarding eligibility to vote at, and voting procedures for, the Special Meeting, please refer to “The Special Meeting—Record Date*;Voting Rights;Votes Requiredfor** Approval*” starting on page 75 of the accompanying proxy statement.

If you have any questions about the meeting, or if you require assistance, please call Innisfree M&A Incorporated (“Innisfree”) our proxy solicitor, at (877)750-0510 (toll free).

When you have finished reading the attached proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Special Meeting, whether or not you can attend. Thank you for your continued support of Wave-Singapore.

Very truly yours,

Paul B. Bolno, M.D., MBA

President, Chief Executive Officer and Director

WAVE LIFE SCIENCES LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 201218209G)

NOTICE OF SPECIAL MEETING OF WAVE LIFE SCIENCES LTD. SHAREHOLDERS

TO BE HELD June 22, 2026

IN THE GENERAL DIVISION OF THE HIGH COURT

OF THE REPUBLIC OF SINGAPORE

Case No.: HC/OA 434/2026

In the Matter of Section 210 of theCompanies Act 1967 And In the Matter of Wave Life Sciences Ltd. WAVE LIFE SCIENCES LTD. (Singapore UEN No.: 201218209G)

…Applicant

SCHEME OF ARRANGEMENT

under Section 210 of the Companies Act 1967

Between

Wave Life Sciences Ltd.,

a public company limited by shares incorporated under the laws of the Republic of Singapore (“Wave**-Singapore**”)

And

Shareholders

And

Wave Life Sciences, Inc., a Delaware corporation (“Wave**-Delaware**”)

NOTICE OF MEETING

To Our Shareholders:

NOTICE IS HEREBY GIVEN that by an Order of Court made in the above matter, the General Division of the High Court of the Republic of Singapore (the “Singapore Court”) has directed a meeting (the “Special Meeting”) of the shareholders of Wave-Singapore to be convened, and such Special Meeting shall be held in person at 733 Concord Avenue, Cambridge, MA 02138, on June 22, 2026 at 1:00 p.m. Eastern time, for the purpose of considering and, if thought fit, approving the following resolution. All capitalized terms used in this Notice which are not defined in this Notice shall have the meanings given to them in the proxy statement of which this Notice forms a part.

THE SCHEME RESOLUTION

RESOLVED THAT:

Notes About the Special Meeting

A copy of the said Scheme of Arrangement and the information required to be furnished pursuant to Section 211 of the Companies Act 1967 are incorporated in the proxy statement of which this Notice forms a part.

For the purposes of this Notice, the proxy statement of which this Notice forms a part and the Special Meeting, and for the purpose of determining the Wave-Singapore shareholders present and voting at the Special Meeting, “Scheme Shareholders” means (i) persons who are registered as holders of ordinary shares in the capital of Wave-Singapore in the Register of Members of Wave-Singapore, other than CEDE & Co. (each, a “Registered Holder”), and (ii) persons who are registered as holders of ordinary shares in the capital of Wave-Singapore in book entry form on the register of The Depository Trust Company (“DTC”), which shares are held through CEDE & Co. (“CEDE”) as the registered holder of the said Wave-Singapore ordinary shares on the Register of Members of Wave-Singapore (each, a “DTC Participant”).

Accordingly, for the purposes of determining the Wave-Singapore shareholders present and voting at the Special Meeting, CEDE, as nominee of DTC, shall be deemednot to be a Scheme Shareholder, and instead, each DTC Participant shall be deemed to be a Scheme Shareholder in respect of such number of Wave-Singapore ordinary shares held in such DTC Participant’s account under CEDE.

A Scheme Shareholder who was a shareholder as of April 27, 2026, being the record date for the Special Meeting (the “Record Date”), may vote in person at the Special Meeting or may appoint one (and not more than one) person, whether a Scheme Shareholder or not, as his or her proxy to attend and vote in his or her stead.

A Scheme Shareholder who is not a DTC Participant may only cast all its votes at the Special Meeting (whether in person or by proxy) in one way, and may only:

For purposes of determining whether the Scheme of Arrangement is approved by a majority in number of Scheme Shareholders:

A form of proxy applicable for the Special Meeting is enclosed with the proxy statement of which this Notice forms a part.

A proxy card must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time fixed for the Special Meeting or within such other time as may be required by the Singapore Companies Act.

If any shareholder fails to submit a proxy card (if applicable) in the manner and within the period stated therein or if the proxy card (if applicable) is incomplete, improperly completed, illegible or where the true intentions of the shareholder are not ascertainable from the instructions of the shareholder specified in the proxy card (if applicable), the shareholders and the proxy of such shareholder (if applicable) may only be admitted to the Special Meeting at the discretion of the Chairperson of the Special Meeting. Any such shareholder shall, nonetheless, be bound by the terms of the Scheme of Arrangement in the event that it becomes effective.

In the case of joint Scheme Shareholders, any one of such persons may vote, but if more than one of such persons are present at the Special Meeting, the person whose name stands first on the Register of Members of Wave-Singapore shall alone be entitled to vote.

Wave-Singapore shareholders as of the Record Date are invited to attend physically at the Special Meeting. There will be no option for Wave-Singapore shareholders to participate virtually.

By the said Order of Court, the Singapore Court has appointed Paul Bolno, or failing him, Linda Rockett (or failing her, any other director of Wave-Singapore) to act as Chairperson of the said Special Meeting and has directed the Chairperson to report the results thereof to the Singapore Court.

The Scheme of Arrangement will be subject,inter alia, to the subsequent approval of the Singapore Court.

Dated this May 7, 2026

By Order of the Court

Wave-Singapore

7 Straits View #12 00

Marina One East Tower

Singapore 018936