As filed with the Securities and Exchange Commission on November 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WAVE LIFE SCIENCES LTD.
(Exact name of registrant as specified in its charter)
| Singapore | 98-1356880 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 7 Straits View #12-00, Marina One East Tower Singapore |
018936 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Inducement Non-qualified Share Option Agreement dated May 8, 2024
Inducement Restricted Share Unit Agreement dated May 8, 2024
(Full title of the plans)
CT Corporation
155 Federal Street, Suite 700
Boston, MA 02110
(617) 757-6400
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| William C. Hicks, Esq. John T. Rudy, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 (617) 542-6000 |
Linda Rockett, Esq. Senior Vice President, General Counsel Wave Life Sciences Ltd. c/o 733 Concord Avenue Cambridge, MA 02138 (617) 949-2900 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement registers an aggregate of 362,000 ordinary shares of Wave Life Sciences Ltd. (the “Registrant”), consisting of (i) 350,000 ordinary shares issuable upon the exercise of share options granted to a new employee pursuant to the Inducement Non-qualified Share Option Agreement dated as of May 8, 2024 by and between the Registrant and the new employee (ii) 12,000 restricted share units granted to the new employee pursuant to the Inducement Restricted Share Unit Agreement dated as of May 8, 2024 by and between the Registrant and the new employee, in each case, in accordance with Nasdaq Listing Rule 5635(c)(4) as an inducement material to the new employee entering into employment with the Registrant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8, have been or will be delivered to participants in accordance with Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 6, 2024 (File No. 001-37627) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Amendment No. 1 to the Annual Report on Form 10-K/A filed on April 29, 2024 (File No. 001-37627) under the Exchange Act.
(b) The portions of the Registrant’s definitive proxy statement on Schedule 14A filed on June 21, 2024 (File No. 001-37627) that are deemed “filed” with the Commission under the Exchange Act.
(c) The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 filed on May 10, 2024 (File No. 001-37627) under the Exchange Act, the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed on August 8, 2024 (File No. 001-37627) under the Exchange Act, and the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed on November 12, 2024 (File No. 001-37627) under the Exchange Act.
(d) The Registrant’s Current Reports on Form 8-K filed on January 4, 2024, June 25, 2024, August 12, 2024, September 24, 2024, September 26, 2024, October 15, 2024, October 16, 2024, and October 30, 2024 (File No. 001-37627) under the Exchange Act (in each case, except for information contained therein which is furnished rather than filed).
(e) The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed on November 9, 2015 (File No. 001-37627) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
(f) All documents, reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of Singapore. Under Section 172 of the Singapore Companies Act, any provision exempting or indemnifying the officers of a company (including directors) against liability, which by law would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. However, the Singapore Companies Act allows a company to (a) purchase and maintain for any officer insurance against any liability which by law would otherwise attach to such officer in connection with any negligence, default, breach of duty or breach of trust in relation to the company; and (b) indemnify such officer against any liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the officer to pay a fine in criminal proceedings, (ii) of the officer to pay a penalty in respect of non-compliance with any regulatory requirements, (iii) incurred by the officer in defending criminal proceedings in which he or she is convicted, (iv) incurred by the officer in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the officer in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief.
In cases where a director is sued by the company, the Singapore Companies Act gives the court the power to relieve directors either wholly or partially from their liability for their negligence, default, breach of duty or breach of trust. In order for relief to be obtained, it must be shown that (i) the director acted reasonably and honestly; and (ii) it is fair, having regard to all the circumstances of the case including those connected with such director’s appointment, to excuse the director. However, Singapore case law has indicated that such relief will not be granted to a director who has benefited as a result of his or her breach of trust.
The Registrant’s constitution provides that subject to the provisions of the Singapore Companies Act and every other applicable statute for the time being in force concerning companies and affecting the Registrant, the directors and officers are entitled to be indemnified against costs, charges, fees and other expenses that may be incurred by such person in defending any proceedings, whether civil or criminal, which relates to anything done or omitted or alleged to be done or omitted by such person as a director, officer or employee of the Registrant and in which judgment is given in his or her favor or in which such person is acquitted or in which the courts have granted relief pursuant to the provisions of the Singapore Companies Act, provided that such indemnity shall not extend to any liability which by law would otherwise attach to him or her in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the Registrant, or which would otherwise result in such indemnity being voided under applicable Singapore laws. No director or officer of the Registrant shall be liable for any acts, omissions, neglects, defaults or other conduct of any other director or officer, and to the extent permitted by Singapore law, the Registrant shall contribute to the amount paid or payable by a director or officer in such proportion as is appropriate to reflect the relative fault of such director or officer, taking into consideration any other relevant equitable considerations, including acts of other directors or officers and the Registrant, and the relative fault of such parties in respect thereof.
2
In addition, subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting the Registrant, no director, managing director or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense incurred by the Registrant, through the insufficiency or deficiency of title to any property acquired by order of the directors for the Registrant or for the insufficiency or deficiency of any security upon which any of the Registrant’s moneys are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss, damage or misfortune which happens in the execution of his or her duties, unless the same happens through his or her own negligence, default, breach of duty or breach of trust.
The Registrant has entered into deeds of indemnity with each of its directors and officers. These agreements require the Registrant to indemnify these individuals to the fullest extent permitted under Singapore law against liabilities that may arise by reason of their service to the Registrant, as a result of any proceeding against them as to which they could be indemnified. These indemnification rights shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Registrant’s constitution, agreement, vote of shareholders or disinterested directors or otherwise if such indemnified person is subsequently found to have been negligent or otherwise have breached indemnified person’s trust or fiduciary duties or to be in default thereof, or where the Singapore courts have declined to grant relief.
The Registrant expects to maintain standard policies of insurance that provide coverage (1) to the Registrant’s directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to the Registrant with respect to indemnification payments that the Registrant may make to such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3
| * | Previously filed as Exhibit 3.2 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-207379), filed with the Commission on November 10, 2015 and incorporated herein by reference. | |
| ** | Previously filed as Exhibit 4.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-207379), filed with the Commission on November 6, 2015 and incorporated herein by reference. | |
| *** | Previously filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-207379), filed with the Commission on October 9, 2015 and incorporated herein by reference. | |
| **** | Previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on November 9, 2018 and incorporated herein by reference. | |
| ***** | Previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on August 15, 2016 and incorporated herein by reference. Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Commission. | |
| ****** | Previously filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on May 9, 2018 and incorporated herein by reference. | |
| ******* | Previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on May 9, 2018 and incorporated herein by reference. | |
| ******** | Previously filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No. 001-37627), filed with the Commission on March 23, 2023 and incorporated herein by reference. | |
| ********* | Previously filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-37627), filed with the Commission on March 23, 2023 and incorporated herein by reference. | |
| ********** | Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37627), filed with the Commission on June 14, 2022 and incorporated herein by reference. | |
| *********** | Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37627), filed with the Commission on September 26, 2024 and incorporated herein by reference. | |
| + | Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on August 8, 2024 and incorporated herein by reference. | |
| ++ | Previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on August 8, 2024 and incorporated herein by reference. | |
| @ | Management contract or compensatory plan. |
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
4
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Table” table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on November 12, 2024.
| Wave Life Sciences Ltd. | ||
| By: | /s/ Paul B. Bolno, M.D., MBA | |
| Paul B. Bolno, M.D., MBA | ||
| President and Chief Executive Officer | ||
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul B. Bolno, M.D., MBA and Kyle Moran, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|
|
|
| ||
| /s/ Paul B. Bolno, M.D., MBA |
President, Chief Executive Officer and Director (Principal Executive Officer) |
November 12, 2024 | ||
| Paul B. Bolno, M.D., MBA | ||||
| /s/ Kyle Moran |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
November 12, 2024 | ||
| Kyle Moran | ||||
| /s/ Christian Henry |
Chairman of the Board | November 12, 2024 | ||
| Christian Henry | ||||
| /s/ Mark H. N. Corrigan, M.D. |
Director | November 12, 2024 | ||
| Mark H. N. Corrigan, M.D. | ||||
| /s/ Peter Kolchinsky, Ph.D. |
Director | November 12, 2024 | ||
| Peter Kolchinsky, Ph.D. | ||||
| /s/ Adrian Rawcliffe |
Director | November 12, 2024 | ||
| Adrian Rawcliffe | ||||
| /s/ Ken Takanashi, MBA, CPA |
Director | November 12, 2024 | ||
| Ken Takanashi, MBA, CPA | ||||
| /s/ Aik Na Tan |
Director | November 12, 2024 | ||
| Aik Na Tan | ||||
| /s/ Gregory L. Verdine, Ph.D. |
Director | November 12, 2024 | ||
| Gregory L. Verdine, Ph.D. | ||||
| /s/ Heidi L. Wagner, J.D. |
Director | November 12, 2024 | ||
| Heidi L. Wagner, J.D. | ||||
Exhibit 5.1
|
WongPartnership LLP | |
| 12 Marina Boulevard Level 28 | ||
| Marina Bay Financial Centre Tower 3 | ||
| Singapore 018982 | ||
| T +65 6416 8000 | ||
| wongpartnership.com | ||
| ASEAN | CHINA | MIDDLE EAST | ||
| Date: 12 November 2024 | FROM | |
| ONKC/JNJM/SLSH/20191271 | ||
| The Board of Directors | ||
| Wave Life Sciences Ltd. | f:+65 6532 5711 | |
| c/o 733 Concord Avenue | Not for service of court documents | |
| Cambridge, MA 02138 | Not for urgent correspondence | |
| United States of America | d:+65 6416 2415 | |
| e:kuanchung.ong@wongpartnership.com | ||
Dear Sir/Madam
WAVE LIFE SCIENCES LTD. (THE “COMPANY”) – REGISTRATION STATEMENT ON FORM S-8 IN RESPECT OF THE 350,000 INDUCEMENT OPTION SHARES (AS DEFINED BELOW) AND THE 12,000 INDUCEMENT RSU SHARES (AS DEFINED BELOW)
| A. | Introduction |
| 1. | We have acted as legal advisers to the Company, a company incorporated under the laws of the Republic of Singapore, as to Singapore law in connection with the filing by the Company with the United States Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), in respect of (i) 350,000 ordinary shares of the Company (the “Inducement Option Shares”) issuable upon the exercise of share options (the “Inducement Options”) granted to a new employee pursuant to the Inducement Non-Qualified Share Option Agreement dated 8 May 2024 entered into between the Company and the new employee (the “Inducement Option Agreement”), and (ii) 12,000 ordinary shares of the Company (the “Inducement RSU Shares”) issuable upon the vesting of restricted share units (the “Inducement Restricted Share Units”) granted to a new employee pursuant to the Inducement Restricted Share Unit Agreement dated 8 May 2024 entered into between the Company and the new employee (the “Inducement RSU Agreement”). |
| 2. | We do not express nor imply any opinion with respect to the effect of any law other than the laws of Singapore as of the date of this opinion, and have made no investigation of, and do not express or imply views of, any other laws which may be relevant to the documents submitted to us or opinions given by us, nor do we express or imply any opinion on matters relating to tax. This opinion is to be governed by and construed in accordance with the laws of Singapore as applied by the courts of Singapore as of the date of this opinion. Any claim pursuant to this opinion shall only be brought in the courts of the Republic of Singapore. All references to the laws of the Republic of Singapore or a specific law of the Republic of Singapore in this opinion are references to the laws of the Republic of Singapore as applied by the courts of the Republic of Singapore as of the date of this opinion. We are not obliged to update this opinion to reflect, or notify any addressee of this opinion or any other person of, any legal or legislative developments, or other changes to law or fact, arising after the date of this opinion. We have taken instructions solely from the Company. |
| 3. | In respect of the Inducement Option Agreement, the Inducement Options, the Inducement Option Shares, the Inducement RSU Agreement, the Inducement Restricted Share Units and the Inducement RSU Shares, we have assumed due compliance with all matters concerning the laws of the United States of America and all other relevant jurisdictions (other than in Singapore in respect of the matters set out in paragraph 7 of this opinion). |
| WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act 2005. |
|
WONGPARTNERSHIP LLP
ONKC/JNJM/SLSH/20191271
12 November 2024
Page: 2
| B. | Documents |
| 4. | In rendering the opinions set out below, we have examined: |
| 4.1. | an electronic copy (in Portable Document Format) of the certificate confirming incorporation of the Company dated 24 July 2012 issued by the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”); |
| 4.2. | an electronic copy (in Portable Document Format) of the certificate confirming incorporation upon conversion of the Company dated 6 November 2015 issued by ACRA confirming the Company’s conversion to a public company; |
| 4.3. | an electronic copy (in Portable Document Format) of the constitution of the Company, as amended on 9 November 2015 (the “Constitutive Documents”); |
| 4.4. | an electronic copy (in Portable Document Format) of the charter of the Compensation Committee of the Board of Directors of the Company; |
| 4.5. | electronic copies (in Portable Document Format) of the minutes of a meeting of the Board of Directors of the Company held on 3 March 2020, 2 June 2020, 15 April 2021 and 10 April 2024 (the “Board Resolutions”); |
| 4.6. | electronic copies (in Portable Document Format) of the resolutions in writing of the Compensation Committee of the Board of Directors of the Company dated 3 April 2020, 21 October 2020 and 5 April 2024 (the “Compensation Committee Resolutions”); |
| 4.7. | electronic copies (in Portable Document Format) of the minutes dated 1 August 2023 of the annual general meeting of the Company held on 1 August 2023 and the minutes dated 6 August 2024 of the annual general meeting of the Company held on 6 August 2024 (the “Shareholders’ Resolutions” and together with the Board Resolutions and the Compensation Committee Resolutions, the “Resolutions”); |
| 4.8. | an electronic copy (in Portable Document Format) of the Inducement Option Agreement; |
| 4.9. | an electronic copy (in Portable Document Format) of the Inducement RSU Agreement; |
| 4.10. | an electronic copy (in Portable Document Format) of the Registration Statement; and |
| 4.11. | such other documents as we may have considered necessary or desirable to examine in order that we may render this opinion. |
| 5. | This opinion is being rendered to you in connection with the filing of the Registration Statement. Except as expressly provided in paragraph 7 of this opinion, we express no opinion whatsoever with respect to any document described in paragraph 4 herein. |
| C. | Assumptions |
| 6. | We have assumed (without enquiry and with your consent): |
| 6.1. | all signatures (including without limitation marks or text purporting to be signatures) (whether electronic or otherwise) on all documents submitted or made available to us (a) are genuine and authentic, (b) have not been altered or tampered with in any way, and (c) are in compliance with the constitutive documents of the parties (if a company) and where applicable, the Electronic Transactions Act 2010 of Singapore, and that each such signature is that of a person duly authorised to affix the same and execute the relevant documents in the manner it was executed, and, where a document was signed by electronic signature or purported to be signed in that manner, was affixed at the direction of (or provided by) such person, the authenticity of all documents submitted or made available to us as originals, and the completeness and the conformity to original documents of all copies submitted or made available to us; |
WONGPARTNERSHIP LLP
ONKC/JNJM/SLSH/20191271
12 November 2024
Page: 3
| 6.2. | that each of the documents submitted or made available to us for examination is true, complete and up-to-date and has not been revoked, repudiated, terminated, amended or superseded, and all representations, warranties, assumptions and factual statements contained therein are true and accurate; |
| 6.3. | that the Resolutions were: |
| (a) | duly passed at properly convened meetings of duly appointed directors or the shareholders of the Company, or a duly constituted committee of the Board, or as the case may be, duly passed in the form of circulating resolutions in writing, in accordance with the provisions of the Constitutive Documents; and |
| (b) | duly passed in accordance with the provisions of the Companies Act 1967 of Singapore (the “Companies Act”); |
| 6.4. | that the copies of the Inducement Option Agreement and the Inducement RSU Agreement are true, complete and up-to-date, and have not been revoked, rescinded, superseded or amended and are in full force and effect and no other resolution or other action has been taken which could affect the validity of the Inducement Option Agreement or the Inducement RSU Agreement; |
| 6.5. | that the approvals conferred by the copies of the Resolutions submitted to us have not been revoked, rescinded, superseded or amended and are in full force and effect, and that no other resolution or other action has been passed or taken which could affect the validity of any or all of the Resolutions; |
| 6.6. | that the directors of the Company: |
| (a) | have been duly appointed in accordance with the provisions of the Companies Act and the constitution of the Company in force at that time; |
| (b) | have acted and will act in good faith and in the best interests of the Company in approving the preparation, execution and filing of the Registration Statement with the Commission, the entry into the transactions contemplated in the Inducement Option Agreement (including, but without limitation, the grant of the Inducement Options and issuance of the Inducement Option Shares) and the Inducement RSU Agreement (including, but without limitation, the grant of the Inducement Restricted Share Units and issuance of the Inducement RSU Shares), and without intention to defraud any of the creditors of the Company; and |
| (c) | have each disclosed and will disclose any interest which the director may have in the Inducement Option Agreement, the Inducement Options, the Inducement Option Shares, the Inducement RSU Agreement, the Inducement Restricted Share Units and the Inducement RSU Shares, in accordance with the provisions of the Companies Act and the constitution of the Company in force at that time and except as disclosed, none of the directors of the Company has or will have any interest in such transactions except to the extent permitted by the Companies Act and the constitution of the Company in force at the time; |
| 6.7. | that all relevant documents have been provided to us by the officers of the Company for inspection for the purposes of this opinion; |
WONGPARTNERSHIP LLP
ONKC/JNJM/SLSH/20191271
12 November 2024
Page: 4
| 6.8. | that the grant of the Inducement Options and the issuance of the Inducement Option Shares are made under the Inducement Option Agreement and the Inducement Option Shares are duly issued in accordance with the requirements of applicable law (other than the laws of the Republic of Singapore in respect of the opinions in paragraph 7), the Inducement Option Agreement and the grant of the Inducement Options, and in compliance with Section 77 of the Companies Act; |
| 6.9. | that the grant of the Inducement Restricted Share Units and the issuance of the Inducement RSU Shares are made under the Inducement RSU Agreement and the Inducement RSU Shares are duly issued in accordance with the requirements of applicable law (other than the laws of the Republic of Singapore in respect of the opinions in paragraph 7), the Inducement RSU Agreement and the grant of the Inducement Restricted Share Units; |
| 6.10. | that, at the time of the grant of the Inducement Options and issuance of the Inducement Option Shares, and at the time of the grant of the Inducement Restricted Share Units and issuance of the Inducement RSU Shares, the Company has obtained a mandate from shareholders of the Company to issue ordinary shares of the Company pursuant to Section 161 of the Companies Act (the “Share Issue Mandate”) and such Share Issue Mandate has not expired in accordance with its terms or been previously revoked or varied by the Company in general meeting; |
| 6.11. | that the Inducement Option Shares to be issued under the Inducement Option Agreement and the Inducement RSU Shares to be issued under the Inducement RSU Agreement will be duly registered in the names of the persons who had been (i) granted the Inducement Options and issued the Inducement Option Shares, and (ii) granted the Inducement Restricted Share Units and issued the Inducement RSU Shares, respectively, or in the name of the Depository Trust Company or its nominee, as the case may be, and the certificates for the Inducement Option Shares and the Inducement RSU Shares will be duly issued and delivered; |
| 6.12. | that no law (including, without limitation, any public policy) of any jurisdiction outside Singapore is relevant to or affects the opinions expressed or conclusions stated in this opinion; |
| 6.13. | that there shall be the absence of fraud, bad faith, undue influence, coercion, duress, mistake or misrepresentation on the part of the Company and its respective officers, employees, agents and advisers; |
| 6.14. | that all acts, conditions or things required to be fulfilled, performed or effected in connection with the allotment and issue of the Inducement Option Shares and the Inducement RSU Shares under the laws of any jurisdiction (other than by the Company under the laws of the Republic of Singapore in relation to the matters set out in paragraph 7 of this opinion) will be duly fulfilled, performed and complied with; |
| 6.15. | that there are no provisions of the laws of any jurisdiction (other than the laws of the Republic of Singapore in relation to the matters set out in paragraph 7 of this opinion) which will be contravened by the allotment and issue of the Inducement Option Shares and the Inducement RSU Shares and that, insofar as any obligation expressed to be incurred or performed under the Inducement Option Agreement and the Inducement RSU Agreement, and to the extent relevant, in connection with the allotment and issue of the Inducement Option Shares and the Inducement RSU Shares respectively, falls to be performed in or is otherwise subject to the laws of any jurisdiction (other than the Republic of Singapore in relation to the matters set out in paragraph 7 of this opinion), its performance will not be illegal by virtue of the laws of that jurisdiction; |
| 6.16. | that all applicable consents, approvals, authorisations, licences, exemptions or orders required from any applicable governmental or other regulatory authorities and all other requirements for allotment and issue of the Inducement Option Shares and the Inducement RSU Shares (other than those required by the Company under the laws of the Republic of Singapore in relation to the matters set out in paragraph 7 of this opinion) have been (and have not been withdrawn) or will be duly obtained or fulfilled, and are (and will remain) in full force and effect, and that any conditions to which they are subject have been (or will be) satisfied; |
WONGPARTNERSHIP LLP
ONKC/JNJM/SLSH/20191271
12 November 2024
Page: 5
| 6.17. | that there are no agreements, documents, arrangements or transactions to which the Company is a party to that may in any way prohibit or restrict the allotment and issue of the Inducement Option Shares and the Inducement RSU Shares; |
| 6.18. | that the Constitutive Documents will not be amended in a manner that would have the effect of rendering any of our opinions in paragraph 7 inaccurate; |
| 6.19. | that valid consideration has been furnished for the entry into the Inducement Option Agreement and the Inducement RSU Agreement; |
| 6.20. | that no foreign law is relevant to or affects the opinions expressed, or conclusions stated in this opinion, and none of the opinions expressed herein will be affected by the laws (including, without limitation, the public policy) of any jurisdiction outside the Republic of Singapore, and insofar as the laws of any jurisdiction outside the Republic of Singapore may be relevant, such laws have been or will be complied with; and |
| 6.21. | that none of the Inducement Option Agreement, the Inducement Options, the Inducement Option Shares, the Inducement RSU Agreement, the Inducement Restricted Share Units, the Inducement RSU Shares or any of the transactions contemplated under the Inducement Option Agreement, the Inducement RSU Agreement, the options granted under the Inducement Option Agreement and the Inducement Restricted Share Units granted under the Inducement RSU Agreement constitutes or will constitute a sham. |
| D. | Opinion |
| 7. | Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein and having regard to such legal considerations as we have deemed relevant and subject to any matters not disclosed to us, we are of the opinion that: |
| 7.1. | the Inducement Option Shares will, when issued and delivered by the Company in accordance with the Constitutive Documents, the terms of the Inducement Option Agreement, and pursuant to the laws of Singapore against payment of such amounts required in accordance with the Inducement Option Agreement and the Inducement Options, be validly issued, fully paid and non-assessable; and |
| 7.2. | the Inducement RSU Shares will, when issued and delivered by the Company in accordance with the Constitutive Documents, the terms of the Inducement RSU Agreement, and pursuant to the laws of Singapore, be validly issued, fully paid and non-assessable. |
| E. | Qualifications |
| 8. | This opinion is subject to the following qualifications: |
| 8.1. | for the purposes of this opinion, we have assumed that the term “non-assessable” (a term which has no recognised meaning under the laws of the Republic of Singapore) in relation to the Inducement Option Shares and the Inducement RSU Shares to be issued means that holders of such shares, having fully paid up all amounts due on such shares, or such shares having been credited as fully paid up, as the case may be, are under no further personal liability to make payments to the Company or its creditors or contribute to the assets or liabilities of the Company in their capacities purely as holders of such shares; |
WONGPARTNERSHIP LLP
ONKC/JNJM/SLSH/20191271
12 November 2024
Page: 6
| 8.2. | we are not responsible for, and have not investigated or verified, the accuracy or completeness of the facts and information, including any statements of foreign law, or the reasonableness of any assumptions, statements of opinion or intention, contained in the documents referred to in paragraph 4 of this opinion. We do not express any opinion as to any matters of fact generally, including statements of foreign law, or the reasonableness of any assumptions or statements of opinion or intention, contained in the documents described in paragraph 4. In addition, we are not responsible for investigating or verifying whether any material fact has been omitted from such documents; |
| 8.3. | we express no opinion as to the validity, binding effect or enforceability of any provision in the Inducement Option Agreement, the Inducement RSU Agreement, the Inducement Options or, where applicable, the Inducement Option Shares, the Inducement Restricted Share Units or the Inducement RSU Shares by reference to a law other than that of the Republic of Singapore, or as to the availability in the Republic of Singapore of remedies which are available in other jurisdictions; |
| 8.4. | with respect to matters of fact material to this opinion, we have relied on the statements of the responsible officers of the Company; |
| 8.5. | we have only examined a copy of the Registration Statement and not the information or documents incorporated by reference to the Registration Statement, except as otherwise listed in paragraph 4 of this opinion; and |
| 8.6. | this opinion is strictly limited to matters stated in this opinion and is not to be construed as extending (by implication or otherwise) to the documents listed in paragraph 4 of this opinion, or to any other matter or document in connection with, referred to, contemplated by or incorporated by reference, in such documents. |
| 9. | We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit and shall not be deemed to admit that we come within the category of persons whose consent is required under Sections 7 and 11 of the Securities Act or to the rules and regulations of the Commission thereunder. |
| 10. | This opinion is only for the benefit of the person to whom it is addressed, subject to the condition that such person accepts and acknowledges that this opinion may not be appropriate or sufficient for such person’s purposes, and is strictly limited to the matters stated in this opinion and is not to be read as extended by implication to any other matter in connection with the Inducement Option Agreement and the Inducement RSU Agreement, or otherwise, including, but without limitation, any other document (including the Registration Statement). Further, except for the filing of this opinion with the Commission as an exhibit to the Registration Statement, this opinion is not to be circulated or disclosed to, or relied upon by, any other person (other than persons entitled to rely on it pursuant to applicable provisions of federal securities law in the United States of America, if any), nor is it to be used or relied upon for any other purpose, or quoted or referred to in any public document or filed with any governmental body or agency without our prior written consent. |
Yours faithfully
/s/ WongPartnership LLP
WONGPARTNERSHIP LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 6, 2024, with respect to the consolidated financial statements of Wave Life Sciences Ltd., incorporated herein by reference.
/s/ KPMG LLP
Boston, Massachusetts
November 12, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Wave Life Sciences Ltd.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Offering |
Maximum Offering |
Fee Rate |
Amount of Registration Fee | |||||||
| Equity | Ordinary Shares, no par value per share, underlying Inducement Options | 457(c) and 457(h) |
350,000 | $5.85 | $2,047,500 | $0.00015310 | $313.48 | |||||||
| Equity | Ordinary Shares, no par value, underlying Inducement RSUs | 457(c) and 457(h) |
12,000 | $14.365 | $172,380 | $0.00015310 | $26.40 | |||||||
| Total Offering Amount | $2,219,880 | $339.88 | ||||||||||||
| Total Fee Offsets | — | |||||||||||||
| Net Fee Due | $339.88 | |||||||||||||
| (1) | The number of ordinary shares of the Registrant (“Ordinary Shares”) stated above consists of (i) 350,000 shares issuable upon the exercise of share options (the “Inducement Options”) granted to a new employee pursuant to the Non-qualified Share Option Agreement dated as of May 8, 2024 by and between the Registrant and the new employee (the “Inducement Option Agreement”) and (ii) 12,000 restricted share units (the “Inducement RSUs”) granted to the new employee pursuant to the Restricted Share Unit Agreement dated as of May 8, 2024 by and between the Registrant and the new employee (the “Inducement RSU Agreement”). The maximum number of shares which may be sold upon the exercise of the Inducement Options or upon the vesting of the Inducement RSUs is subject to adjustment in accordance with certain anti-dilution and other provisions of the Inducement Option Agreement and the Inducement RSU Agreement, respectively. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the Inducement Option Agreement and the Inducement RSU Agreement, by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding Ordinary Shares. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The offering price per share and the aggregate offering price for shares issuable upon the exercise of the Inducement Options are based upon $5.85, which is the exercise price for the Inducement Options, and the offering price per share and the aggregate offering price for shares issuable upon the vesting of the Inducement RSUs are based upon $14.20, which is the average of the high and low prices of the Ordinary Shares as reported on the Nasdaq Global Market on November 6, 2024. |