Form S-8 - Securities to be offered to employees in employee benefit plans

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)

Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended

(Full title of the plan)

CT Corporation

155 Federal Street, Suite 700

Boston, MA 02110

[phone]

(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 [phone]		Linda Rockett, Esq. Senior Vice President, General Counsel Wave Life Sciences Ltd. c/o 733 Concord Avenue Cambridge, MA 02138 [phone]

 

 

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. ☐

 

 

 

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EXPLANATORY NOTE

This registration statement registers an aggregate of 5,000,000 additional ordinary shares of Wave Life Sciences Ltd. (the “Registrant”) reserved under the Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended (the “2021 Plan”), representing an increase of 5,000,000 ordinary shares reserved under the 2021 Plan effective August 6, 2024. This registration statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-259196) relating to an employee benefit plan is effective. The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 31, 2021 (File No.  333-259196) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

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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 8. EXHIBITS.

 

Exhibit Number		Description
4.1*		Constitution (formerly known as Memorandum of Association and Articles of Association).
4.2**		Form of Specimen Ordinary Share Certificate.
4.3.1***		Investors’ Rights Agreement by and among the Registrant and certain of its shareholders, dated as of August 14, 2015.
4.3.2****		Amendment No.  1 to Investors’ Rights Agreement by and among the Registrant and certain of its shareholders, dated as of November 8, 2018.

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4.4*****		Share Purchase Agreement by and between the Registrant and C.P. Pharmaceuticals International C.V., dated as of May 5, 2016.
4.5******		Investor Agreement by and among the Registrant and Takeda Pharmaceutical Company Limited, dated as of April 2, 2018.
4.6*******		Share Purchase Agreement by and between the Registrant and Takeda Pharmaceutical Company Limited, dated as of February 19, 2018.
4.7********		Investor Agreement by and between the Registrant and Glaxo Group Limited, dated as of January 26, 2023.
4.8*********		Share Purchase Agreement by and between the Registrant and Glaxo Group Limited, dated as of December 13, 2022.
4.9**********		Form of Pre-Funded Warrant (2022).
4.10***********		Form of Pre-Funded Warrant (2024).
5.1		Opinion of WongPartnership LLP.
23.1		Consent of KPMG LLP, independent registered public accounting firm.
23.2		Consent of WongPartnership LLP (included in Exhibit 5.1).
24.1		Powers of Attorney (included on the signature page to this Registration Statement).
99.1@+		Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended.
99.2@++		Form of Non-qualified Share Option Agreement under the 2021 Equity Incentive Plan, as amended, effective as August 10, 2021.
99.3@+++		Form of Restricted Share Unit Agreement under the 2021 Equity Incentive Plan, as amended, effective as of August 10, 2021.
99.4@++++		Form of Non-qualified Share Option Agreement for UK Participants under the 2021 Equity Incentive Plan, as amended, effective as of August 10, 2021.
99.5@+++++		Form of Restricted Share Unit Agreement for UK Participants under the 2021 Equity Incentive Plan, as amended, effective as of August  10, 2021.
107		Filing Fee Table.

 

*	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.

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*********

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 Current Report on Form 8-K (File No. 001-37627), filed with the Commission on August 12, 2024 and incorporated herein by reference.

++	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 November 10, 2021 and incorporated herein by reference.

+++	Previously filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on November 10, 2021 and incorporated herein by reference.

++++	Previously filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on November 10, 2021 and incorporated herein by reference.

+++++

Previously filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37627), filed with the Commission on November 10, 2021 and incorporated herein by reference.

@	Management contract or compensatory plan.

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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

POWER OF ATTORNEY

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 Paul B. Bolno, M.D., MBA		President, Chief Executive Officer and Director (Principal Executive Officer)		November 12, 2024
/s/ Kyle Moran Kyle Moran		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		November 12, 2024
/s/ Christian Henry Christian Henry		Chairman of the Board		November 12, 2024
/s/ Mark H. N. Corrigan, M.D. Mark H. N. Corrigan, M.D.		Director		November 12, 2024
/s/ Peter Kolchinsky, Ph.D. Peter Kolchinsky, Ph.D.		Director		November 12, 2024
/s/ Adrian Rawcliffe Adrian Rawcliffe		Director		November 12, 2024
/s/ Ken Takanashi, MBA, CPA Ken Takanashi, MBA, CPA		Director		November 12, 2024
/s/ Aik Na Tan Aik Na Tan		Director		November 12, 2024
/s/ Gregory L. Verdine, Ph.D. Gregory L. Verdine, Ph.D.		Director		November 12, 2024
/s/ Heidi L. Wagner, J.D. Heidi L. Wagner, J.D.		Director		November 12, 2024

Exhibit 5.1

 

		WongPartnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 T [phone]   wongpartnership.com   ASEAN | CHINA | MIDDLE EAST
Date: 12 November 2024		FROM
The Board of Directors Wave Life Sciences Ltd. c/o 733 Concord Avenue Cambridge, MA 02138 United States of America		ONKC/JNJM/SLSH/20191271   f:[phone]  Not for service of court documents  Not for urgent correspondence   d:[phone]
		e:[e-mail]

Dear Sir/Madam

WAVE LIFE SCIENCES LTD. (THE “COMPANY”) – REGISTRATION STATEMENT ON FORM S-8 IN RESPECT OF THE 5,000,000 2021 PLAN 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 5,000,000 additional ordinary shares of the Company (the “2021 Plan Shares”) reserved for issuance under the Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended (the “2021 Plan”).

 

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 2021 Plan and the 2021 Plan 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.

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WONGPARTNERSHIP LLP

ONKC/JNJM/SLSH/20191271

12 November 2024

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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.

electronic copies (in Portable Document Format) of the minutes of meetings of the Board of Directors of the Company (the “Board”) held on 15 June 2021, 7 June 2023 and 5 June 2024, resolutions in writing of the Board dated 25 June 2022, and minutes of meetings of the compensation committee of the Board held on 6 June 2022, 22 June 2022, 7 June 2023 and 3 June 2024 (the “Board Resolutions”);

 

4.5.

electronic copies (in Portable Document Format) of the minutes dated 18 August 2021 of the annual general meeting of the Company held on 10 August 2021, the minutes dated 9 August 2022 of the annual general meeting of the Company held on 9 August 2022, 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, the “Resolutions”);

 

4.6.

an electronic copy (in Portable Document Format) of the 2021 Plan, as amended, appended as Exhibit 10.1 to the Company’s current report on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, filed by the Company with the Commission on 12 August 2024;

 

4.7.

an electronic copy (in Portable Document Format) of the Registration Statement; and

 

4.8.

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;

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WONGPARTNERSHIP LLP

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12 November 2024

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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 copy of the 2021 Plan appended as Exhibit 10.1 to the Company’s current report on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, filed by the Company with the Commission on 12 August 2024, is true, complete and up-to-date, and has not been revoked, rescinded, superseded or amended and is in full force and effect, and that no other resolution or other action has been passed or taken which could affect the validity of the 2021 Plan;

 

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 2021 Plan (including, but without limitation, the grant of individual awards and issuance of the 2021 Plan 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 2021 Plan and the 2021 Plan 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 that 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;

 

6.8.

that the individual grants, purchases and issuances under the 2021 Plan are duly authorised by all necessary corporate actions of the Company;

 

6.9.

that the individual grants, purchases and issuances are made under the 2021 Plan and the 2021 Plan 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 rules of the 2021 Plan and the individual grants, and in compliance with Section 77 of the Companies Act;

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WONGPARTNERSHIP LLP

ONKC/JNJM/SLSH/20191271

12 November 2024

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6.10.

that, at the time of the individual grants, purchases and issuances of the 2021 Plan 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 2021 Plan Shares to be issued under the terms of the 2021 Plan and the individual grants will be duly registered in the names of the persons who had been granted and issued the 2021 Plan Shares, or in the name of the Depository Trust Company or its nominee, as the case may be, and the certificates for the 2021 Plan 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 2021 Plan 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 2021 Plan Shares and that, insofar as any obligation expressed to be incurred or performed under the 2021 Plan and to the extent relevant, in connection with the allotment and issue of the 2021 Plan Shares, 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 2021 Plan 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;

 

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 2021 Plan 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 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

 

6.20.

that none of the 2021 Plan, the individual grants, the 2021 Plan Shares or any of the transactions contemplated under the 2021 Plan and the awards granted under the 2021 Plan constitutes or will constitute a sham.

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WONGPARTNERSHIP LLP

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12 November 2024

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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, the 2021 Plan Shares will, when issued and delivered by the Company in accordance with the Constitutive Documents and the terms of the 2021 Plan, and pursuant to the laws of Singapore against payment of such amounts required in accordance with the rules of the 2021 Plan and the individual grants, 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 2021 Plan 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;

 

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 2021 Plan, the individual grants or, where applicable, the 2021 Plan 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; 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 2021 Plan, 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

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WONGPARTNERSHIP LLP

ONKC/JNJM/SLSH/20191271

12 November 2024

Page: 6

 

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 Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit(3)

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Ordinary Shares, no par value

457(c) and 457(h)

5,000,000 (2)

$14.365

$71,825,000

$0.00015310

$10,996.41

Total Offering Amount

$71,825,000

$10,996.41

Total Fee Offsets

—

Net Fee Due

$10,996.41

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional ordinary shares, no par value (“Ordinary Shares”), of Wave Life Sciences Ltd. (the “Registrant”), which may be subject to grant or otherwise issuable after the operation of any anti-dilution and other provisions of the Registrant’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”).

(2)	Represents an increase of 5,000,000 Ordinary Shares of the Registrant reserved for issuance under the 2021 Plan approved by the Registrant’s shareholders at the 2024 Annual General Meeting of Shareholders.

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the 2021 Plan are based on the average of the high and the low price of the Registrant’s Ordinary Shares as reported on The Nasdaq Global Market as of a date (November 6, 2024) within five business days prior to filing this Registration Statement.

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