ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
, |
||
(Address of principal executive offices) |
(Zip code) |
Title of each class |
Trading symbol |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
1 |
||||||
Item 10. |
Directors, Executive Officers and Corporate Governance | 1 | ||||
Item 11. |
Executive Compensation | 8 | ||||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 17 | ||||
Item 13. |
Certain Relationships and Related Transactions, and Director Independence | 20 | ||||
Item 14. |
Principal Accountant Fees and Services | 22 | ||||
24 |
||||||
Item 15. |
Exhibits and Financial Statement Schedules | 24 | ||||
Item 16. |
Form 10-K Summary | 28 | ||||
29 |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Name |
Age |
Position/Title | ||||
Paul B. Bolno, M.D., MBA |
50 | President, Chief Executive Officer and Director | ||||
Christian Henry |
56 | Chairman of the Board | ||||
Mark H. N. Corrigan, M.D. |
66 | Director | ||||
Peter Kolchinsky, Ph.D. |
47 | Director | ||||
Adrian Rawcliffe |
51 | Director | ||||
Ken Takanashi |
59 | Director | ||||
Aik Na Tan |
53 | Director | ||||
Gregory L. Verdine, Ph.D. |
64 | Director | ||||
Heidi L. Wagner, J.D. |
59 | Director |
• | Nominees should have a reputation for integrity, honesty and adherence to high ethical standards. |
• | Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process. |
• | Nominees should have a commitment to understand Wave and our industry and to regularly attend and participate in meetings of the Board and its committees. |
• | Nominees should have the interest and ability to understand the sometimes conflicting interests of our various constituencies, which include shareholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all shareholders. |
• | Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all of our shareholders and to fulfill the responsibilities of a director. |
• | Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. Diversity on our Board is highly valued and is actively considered in the nomination process as well as in the Board’s annual performance evaluation. |
• | Nominees should generally be able to serve for at least five years before reaching the age of 70. |
Board Diversity Matrix (As of March 27, 2024) |
||||||||
Total Number of Directors |
||||||||
9 |
||||||||
Female |
Male |
|||||||
Gender: |
||||||||
Directors |
2 | 7 | ||||||
Number of Directors Who Identify in Any of the Categories Below: |
||||||||
Asian |
1 | 1 | ||||||
White |
1 | 6 |
Name |
Age |
Title | ||||
Christopher Francis, Ph.D. |
46 | Senior Vice President, Corporate Development, Head of Emerging Areas | ||||
Kyle Moran, CFA |
53 | Chief Financial Officer | ||||
Chandra Vargeese, Ph.D. |
62 | Chief Technology Officer, Head of Platform Discovery Sciences |
Item 11. |
Executive Compensation. |
Name and Principal Position |
Year |
Salary ($) |
Option Awards ($) (1) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ($) (2) |
Total ($) |
||||||||||||||||||
Paul B. Bolno, M.D., MBA |
2023 | 636,400 | 2,744,529 | 475,700 | 17,671 | 3,874,300 | ||||||||||||||||||
President and Chief Executive Officer |
2022 | 617,900 | 1,565,220 | 461,900 | 22,977 | 2,667,997 | ||||||||||||||||||
Chandra Vargeese, Ph.D. |
2023 | 473,340 | 1,051,535 | 245,000 | 13,464 | 1,783,339 | ||||||||||||||||||
Chief Technology Officer, Head of Platform Discovery Sciences |
2022 | 459,540 | 521,740 | 237,800 | 12,714 | 1,231,794 | ||||||||||||||||||
Kyle Moran, CFA |
2023 | 471,300 | 970,730 | 243,900 | 11,142 | 1,697,072 | ||||||||||||||||||
Chief Financial Officer |
2022 | 439,875 | 470,923 | 227,600 | 10,392 | 1,148,790 |
(1) | Amounts represent the aggregate grant date fair value for the option awards identified, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 7 to the financial statements included in our Original 10-K. |
(2) | For 2023, the amounts include 401(k) matching contributions of $9,900 made to each of Drs. Bolno and Vargeese and Mr. Moran, as well as the value of annual premiums paid by us with respect to a life insurance policy for the benefit of each of the NEOs. For 2023, the amount for Dr. Bolno also includes reimbursement of commuting expenses of $5,606 and the related tax gross up of $1,355. |
• | Executed our WVE-006 development strategy on time and on budget by initiating dosing in the first RNA editing clinical trial for AATD, thereby advancing our strategic collaboration with GSK by earning a $20 million cash milestone payment and enabling potential achievement of proof of mechanism and additional milestones in 2024 |
• | Executed WVE-N531 development strategy on time and on budget by initiating dosing in Part B of the FORWARD-53 study to enable evaluation of dystrophin protein restoration data after 24 weeks in 2024, followed by evaluation at 48 weeks of dosing thereafter |
• | Demonstrated uptake of WVE-N531 in satellite cells from clinical biopsies, indicating that WVE-N531 is being delivered to cells important for tissue regeneration |
• | Leveraged our strategic collaboration with GSK by selecting INHBE to become our first wholly owned Wave collaboration program; designed and identified lead candidates for this program and accelerated development of program to enter clinic in 2025 |
• | Designed INHBE program to incorporate our next generation GalNAc-small interfering RNA (siRNA) format to silence the INHBE (Inhibin ßE) gene through RNA knockdown with a goal of inducing lipolysis (fat-burning) while preserving muscle mass to restore and maintain a healthy metabolic profile |
• | Advanced our strategic collaboration with GSK by initiating all requested target validation programs and conducting associated research activities on time or ahead of schedule |
• | Completed enrollment in our 30 mg multi-dose cohort of SELECT-HD to enable availability of clinical data for decision making on our WVE-003 program on track for the second quarter of 2024 |
• | Advanced our strategic collaboration with Takeda by achieving a $7 million cash milestone payment pertaining to positive results from a non-clinical study of WVE-003 in non-human primates, which showed significant tissue exposure levels of WVE-003 in deep brain regions, including striatum, and bolstered our existing datasets that confirm the ability of our oligonucleotides to distribute to areas of the CNS important for HD |
• | Built and utilized proprietary “edit-verse,” powered by genetic datasets and deep learning models and designed to identify new targets for all of our modalities |
• | Bolstered publication strategy with seven manuscripts published, five more submitted and 25 oral presentations provided in 2023 |
• | Raised approximately $115 million from our December 2023 public offering, thereby extending our cash runway into the fourth quarter of 2025 |
• | Maintained low employee turnover and added key, diverse talent broadly throughout the organization |
• | Actively managed spend and delivered our 2023 corporate goals within our 2023 budget |
Option Awards |
Share Awards |
|||||||||||||||||||||||||||||||||||
Name |
Option Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Share Units That Have Not Vested (#) |
Market Value of Shares or Share Units That Have Not Vested ($) (5) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (5) |
|||||||||||||||||||||||||||
Paul B. Bolno, M.D., MBA |
3/10/2015 | 219,025 | — | $ | 2.48 | 3/10/2025 | ||||||||||||||||||||||||||||||
6/16/2016 | 236,400 | — | $ | 18.79 | 6/16/2026 | |||||||||||||||||||||||||||||||
1/25/2017 | 72,500 | — | $ | 29.05 | 1/25/2027 | |||||||||||||||||||||||||||||||
1/23/2018 | 109,000 | $ | 40.05 | 1/23/2028 | ||||||||||||||||||||||||||||||||
3/3/2020 | 63,000 | $ | 8.17 | 3/3/2030 | ||||||||||||||||||||||||||||||||
2/1/2021 | 200,000 | $ | 10.48 | 2/1/2031 | ||||||||||||||||||||||||||||||||
1/1/2022 | 262,500 | 337,500 | (1) |
$ | 3.14 | 1/1/2032 | ||||||||||||||||||||||||||||||
7/25/2022 | 90,000 | 90,000 | (2) |
$ | 2.83 | 7/25/2032 | ||||||||||||||||||||||||||||||
2/17/2023 | — | 771,000 | (3) |
$ | 4.75 | 2/17/2033 | ||||||||||||||||||||||||||||||
92,500 | (4) |
$ | 467,125 |
Option Awards |
Share Awards |
|||||||||||||||||||||||||||||||||||
Name |
Option Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Share Units That Have Not Vested (#) |
Market Value of Shares or Share Units That Have Not Vested ($) (5) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (5) |
|||||||||||||||||||||||||||
Chandra Vargeese, Ph.D. |
3/10/2015 | 205,964 | — | $ | 2.48 | 3/10/2025 | ||||||||||||||||||||||||||||||
6/16/2016 | 49,600 | — | $ | 18.79 | 6/16/2026 | |||||||||||||||||||||||||||||||
1/25/2017 | 19,500 | — | $ | 29.05 | 1/25/2027 | |||||||||||||||||||||||||||||||
1/23/2018 | 35,000 | — | $ | 40.05 | 1/23/2028 | |||||||||||||||||||||||||||||||
3/3/2020 | 36,000 | — | $ | 8.17 | 3/3/2030 | |||||||||||||||||||||||||||||||
2/1/2021 | 50,000 | — | $ | 10.48 | 2/1/2031 | |||||||||||||||||||||||||||||||
1/1/2022 | 87,500 | 112,500 | (1) |
$ | 3.14 | 1/1/2032 | ||||||||||||||||||||||||||||||
7/25/2022 | 30,000 | 30,000 | (2) |
$ | 2.83 | 7/25/2032 | ||||||||||||||||||||||||||||||
2/17/2023 | 295,400 | (3) |
$ | 4.75 | 2/17/2033 | |||||||||||||||||||||||||||||||
50,000 | (4) |
$ | 252,5000 | |||||||||||||||||||||||||||||||||
Kyle Moran, CFA |
3/10/2015 | 25,000 | — | $ | 2.48 | 3/10/2025 | ||||||||||||||||||||||||||||||
6/16/2016 | 21,647 | — | $ | 18.79 | 6/16/2026 | |||||||||||||||||||||||||||||||
1/23/2018 | 15,000 | — | $ | 40.05 | 1/23/2028 | |||||||||||||||||||||||||||||||
3/3/2020 | 36,000 | — | $ | 8.17 | 3/3/2030 | |||||||||||||||||||||||||||||||
2/1/2021 | 50,000 | — | $ | 10.48 | 2/1/2031 | |||||||||||||||||||||||||||||||
1/1/2022 | 76,562 | 98,438 | (1) |
$ | 3.14 | 1/1/2032 | ||||||||||||||||||||||||||||||
7/25/2022 | 30,000 | 30,000 | (2) |
$ | 2.83 | 7/25/2032 | ||||||||||||||||||||||||||||||
2/17/2023 | — | 272,700 | (3) |
$ | 4.75 | 2/17/2033 | ||||||||||||||||||||||||||||||
15,000 | (4) |
$ | 75,750 |
(1) | 25% vested on January 1, 2023 and the remainder vests in equal quarterly installments over the following 12 quarters, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |
(2) | 50% vested on July 25, 2023 and the remaining 50% vests on July 25, 2024, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |
(3) | 25% vests on February 17, 2024 and the remainder vests in equal quarterly installments over the following 12 quarters, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |
(4) | On May 4, 2022, 50% of the 2019 performance-based RSUs vested upon the achievement of the PN chemistry milestone and of the shares listed, if prior to March 7, 2029 the regulatory approval milestone is achieved, 80% of the unvested performance-based RSUs will be earned and vest, and if the commercial sale milestone is achieved, 20% of the unvested 2019 performance-based RSUs will be earned and vest. |
(5) | The market value of the 2019 Performance-Based RSUs is based on the closing price of our ordinary shares of $5.05 per share at December 31, 2023. |
Name |
Fees Earned or Paid in Cash ($) (1) |
Option Awards ($) (2) |
All Other Compensation ($) |
Total ($) |
||||||||||||
Christian Henry |
99,000 | 123,237 | — | 222,237 | ||||||||||||
Mark H. N. Corrigan, M.D. |
71,500 | 123,237 | — | 194,737 | ||||||||||||
Peter Kolchinsky, Ph.D.(3) |
47,500 | 123,237 | — | 170,737 | ||||||||||||
Adrian Rawcliffe |
65,500 | 123,237 | — | 188,737 | ||||||||||||
Ken Takanashi |
47,500 | 123,237 | — | 170,737 | ||||||||||||
Aik Na Tan |
49,000 | 123,237 | — | 172,237 | ||||||||||||
Gregory L. Verdine, Ph.D. |
47,500 | 123,237 | 170,737 | |||||||||||||
Heidi L. Wagner, J.D. |
62,500 | 123,237 | — | 185,737 |
(1) | Amounts represent fees earned during 2023 under our Non-Employee Director Compensation Policy. |
(2) | Amount represents the aggregate grant date fair value for the option awards granted in 2023 to our non-employee directors, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 7 to the financial statements included in our Original 10-K. |
(3) | Pursuant to the terms of the RA Capital Healthcare Fund, L.P. governing documents, Dr. Kolchinsky is required to remit to RA Capital Management, L.P. (“RA Capital”) both the cash and the equity compensation, and RA Capital and not Dr. Kolchinsky individually is the beneficial owner of such compensation. |
Aggregate |
||||
Number of |
||||
Shares |
||||
Subject to |
||||
Name |
Options |
|||
Christian Henry |
129,000 | |||
Mark H. N. Corrigan, M.D. |
118,500 | |||
Peter Kolchinsky, Ph.D. |
129,000 | |||
Adrian Rawcliffe |
129,000 | |||
Ken Takanashi |
129,000 | |||
Aik Na Tan |
108,000 | |||
Gregory L. Verdine, Ph.D.(1) |
558,869 | |||
Heidi L. Wagner, J.D. |
118,500 |
(1) | In October 2022, the Compensation Committee granted Dr. Verdine a non-qualified share option for 163,467 ordinary shares as form of payment under his consulting agreement for the service period of October 1, 2022 through December 31, 2024, the vesting of which is subject to Dr. Verdine’s continued service under the consulting agreement. |
• | Board of Directors non-employee director, other than the Chairman of the Board, and cash compensation of $75,000 to the non-employee Chairman of the Board. |
• | Audit Committee |
• | Compensation Committee |
• | Nominating and Corporate Governance Committee |
• | Research and Development Committee |
• | Proration non-employee director who is appointed by the Board, any independent director who is appointed to the position of Chairman of the Board or chairman of any such committee of the Board or any independent director who is appointed to serve on any such committee of the Board, for their services rendered as a director and/or committee member, for the portion of the year in which such director so served. |
• | Initial Equity Grant One-time equity grant upon initial appointment or election to the Board of an option to purchase 90,000 ordinary shares, which shall vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date. |
• | Refresh Equity Grant non-employee director whose initial equity grant has an expiration date within twelve months following the 2023 AGM shall be granted an option to purchase 90,000 ordinary shares, which shall vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date. |
• | Annual Equity Grant : |
• | Limitation on Equity Grants non-employee director shall be eligible to receive only one type of option grant at the 2023 AGM, which shall be an initial equity grant, a refresh equity grant, or an annual equity grant, in each case as described above. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Ordinary Shares Beneficially Owned |
||||||||
Name |
Shares |
Percent |
||||||
5% Beneficial Owners |
||||||||
RA Capital Management, L.P. (1) |
25,379,665 | 19.6 | % | |||||
GSK plc (2) |
13,983,761 | 11.4 | % | |||||
Shin Nippon Biomedical Laboratories, Ltd. (3) |
9,606,408 | 7.6 | % | |||||
Maverick Capital, Ltd. (4) |
8,447,804 | 6.9 | % | |||||
M28 Capital Management LP (5) |
7,373,413 | 6.0 | % | |||||
Directors and Named Executive Officers |
||||||||
Paul B. Bolno, M.D., MBA (6) |
1,975,787 | 1.6 | % | |||||
Chandra Vargeese, Ph.D. (7) |
727,222 | * | ||||||
Kyle Moran, CFA (8) |
394,079 | * | ||||||
Mark H. N. Corrigan, M.D. (9) |
73,500 | * | ||||||
Christian Henry (9) |
84,000 | * | ||||||
Peter Kolchinsky, Ph.D. (10) |
25,379,665 | 19.6 | % | |||||
Adrian Rawcliffe (9) |
84,000 | * | ||||||
Ken Takanashi (11) |
9,690,408 | 7.7 | % | |||||
Heidi L. Wagner, J.D. (9) |
73,500 | * | ||||||
Gregory L. Verdine, Ph.D. (12) |
495,434 | * | ||||||
Aik Na Tan (9) |
60,576 | * | ||||||
All current directors and executive officers as a group (12 individuals) (13) |
39,510,825 | 28.8 | % |
* | Represents less than 1% of ordinary shares outstanding on March 27, 2024. |
(1) | Based on information reported by RA Capital on Form 4/A filed with the SEC on January 17, 2024 and on Schedule 13D/A filed with the SEC on June 21, 2022. Consists of (i) 18,202,009 ordinary shares held by RA Capital Healthcare Fund, L.P. (the “Fund”), (ii) 84,000 ordinary shares underlying options exercisable within 60 days after March 27, 2024 held by Dr. Peter Kolchinsky, a member of our Board, and (iii) 7,093,656 ordinary shares that the Fund beneficially owns based on the right to acquire upon exercise of pre-funded warrants RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Rajeev Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner of any securities of the Company held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the ordinary shares held by the Fund. Because the Fund has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any securities of the Company beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of securities reported herein. The address for RA Capital is 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
(2) | Based on information reported by GSK plc on Schedule 13G filed with the SEC on February 6, 2024. Consists of ordinary shares held of record by Glaxo Group Limited, a wholly-owned subsidiary of GSK plc. The address of GSK plc is 980 Great West Road, Brentford, Middlesex TW8 9GS, England. |
(3) | Based on information reported by SNBL on Schedule 13D/A filed with the SEC on August 12, 2022. Consists of (i) 1,697,467 ordinary shares held by SNBL; (ii) 4,007,593 ordinary shares held by SNBL USA, Ltd. (“SNBL USA”); (iii) 1,801,348 ordinary shares underlying immediately convertible Series A preferred shares held by SNBL; and (iv) 2,100,000 ordinary shares underlying immediately convertible Series A preferred shares held by SNBL USA. The Series A preferred shares can be converted at any time on a one-for-one Miyanoura-cho, Kagoshima City, Kagoshima 891-1394, Japan; the address of SNBL USA is 6605 Merrill Creek Parkway, Everett, WA 98203; and the address of Mr. Takanashi is St. Luke’s Tower 28F, 8-1, Akashi-cho, Chuo-ku, Tokyo 104-0044, Japan. |
(4) | Based on information reported by Maverick Capital, Ltd., Maverick Capital Management, LLC and Lee S. Ainslee III on Schedule 13G/A filed with the SEC on February 14, 2024. Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the ordinary shares reported herein through the investment discretion it exercises over its clients’ accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is the manager of Maverick Capital Management, LLC. The principal business address of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 1900 N. Pearl Street, 20 th Floor, Dallas, Texas, 75201, and (ii) Mr. Ainslie is 360 South Rosemary Ave., Suite 1440, West Palm Beach, Florida 33401. |
(5) | Based on information reported on Schedule 13G/A filed with the SEC on February 12, 2024 by (i) M28 Capital Management LP (“ M28 Capital ”) with respect to the ordinary shares held by M28 Capital Master Fund LP (the “M28 Fund ”) to which it acts as investment manager; and (ii) Marc Elia, the Chief Investment Officer of M28 Capital and Managing Member of M28 Capital Management GP LLC, the general partner of M28 Capital (“Mr. Elia ”, together with M28 Capital and M28 Capital Management GP, LLC, the “M28 Parties ”), with respect to the ordinary shares held by the M28 Funds. The address of the M28 Parties is 700 Canal Street, 2nd Floor, Stamford, CT, 06902. |
(6) | Consists of (i) 407,425 ordinary shares held by Dr. Bolno and (ii) 1,568,362 ordinary shares underlying options exercisable within 60 days of March 27, 2024 held by Dr. Bolno. |
(7) | Consists of (i) 96,346 ordinary shares held by Dr. Vargeese and (ii) 630,876 ordinary shares underlying options exercisable within 60 days of March 27, 2024 held by Dr. Vargeese. |
(8) | Consists of (i) 32,776 ordinary shares held by Mr. Moran and (ii) 361,303 ordinary shares underlying options exercisable within 60 days of March 27, 2024 held by Mr. Moran. |
(9) | Consists of ordinary shares underlying options exercisable within 60 days of March 27, 2024 held by Mr. Henry. |
(10) | See Footnote (1) above. |
(11) | See Footnote (3) above. Also includes 84,000 ordinary shares underlying options exercisable within 60 days of March 27, 2024 held by Mr. Takanashi. |
(12) | Consists of (i) 30,000 ordinary shares held by Dr. Verdine and (ii) 465,434 ordinary shares underlying options exercisable within 60 days of March 27, 2024 held by Dr. Verdine. |
(13) | Consists of (i) 3,962,491 ordinary shares underlying options exercisable within 60 days of March 27, 2024, held by our current directors and executive officers, (ii) 24,553,330 outstanding ordinary shares beneficially owned by our current directors and executive officers and entities affiliated with certain of our directors, (iii) 3,901,348 Series A preferred shares, which can be converted at any time on a one-for-one pre-funded warrants to purchase 7,093,656 ordinary shares, held by an entity affiliated with one of our directors. |
Plan Category |
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans |
|||||||||
Equity compensation plans approved by security holders |
14,712,142 | (1) |
$ | 6.57 | (2) |
10,591,505 | (3) | |||||
Equity compensation plans not approved by security holders |
33,125 | (4) |
$ | 8.95 | (5) |
— | ||||||
Total |
14,745,267 | $ | 6.58 | 10,591,505 |
(1) | Consists of options to purchase 14,074,585 of our ordinary shares outstanding under the Equity Compensation Plans, 294,681 of our ordinary shares subject to performance-based RSUs outstanding under the Equity Compensation Plans, and 342,876 of our ordinary shares subject to time-based RSUs outstanding under the Equity Compensation Plans, in each case as of December 31, 2023. |
(2) | Reflects the weighted average exercise price of the options to purchase 14,074,585 of our ordinary shares outstanding under the Equity Compensation Plans, as of December 31, 2023. |
(3) | Consists of 8,101,005 of our ordinary shares available for future grants under the Equity Compensation Plans, as well as 2,490,500 of our ordinary shares that remain available for sale under the 2019 Employee Share Purchase Plan, in each case as of December 31, 2023. |
(4) | Consists of options to purchase 33,125 of our ordinary shares granted outside of the Equity Compensation Plans in accordance with Nasdaq Listing Rule 5635(c)(4), outstanding as of December 31, 2023. The options have an exercise price of $8.95 per share, the closing price on the grant date, and vests over four years with 25% vesting on December 1, 2021 and the remainder vesting in equal quarterly installments over the following three years. |
(5) | Reflects the weighted average exercise price of the options to purchase 33,125 of our ordinary shares granted in accordance with Nasdaq Listing Rule 5635(c)(4), outstanding as of December 31, 2023. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14. |
Principal Accountant Fees and Services. |
2023 |
2022 |
|||||||
Audit fees (1) |
$ | 1,338,799 | $ | 1,209,625 | ||||
Audit-related fees (2) |
— | — | ||||||
Tax fees (2) |
— | — | ||||||
All other fees (2) |
— | — |
(1) | Audit fees consisted of audit work performed in the preparation of financial statements, as well as work generally only the independent registered public accounting firm and independent Singapore auditor can reasonably be expected to provide, such as statutory audits and the provision of consents in connection with the filing of registration statements and related amendments, as well as other filings. |
(2) | There were no audit-related, tax or other fees in 2023 or 2022. |
Item 15. |
Exhibits and Financial Statement Schedules. |
Item 15(a). |
The documents listed below are filed as part of this Amendment No. 1 to Annual Report on Form 10-K/A. |
(2). |
See Item 8 of the Original 10-K. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto. |
Item 15(a)(3). |
Exhibits: The exhibits listed below are filed with, or incorporated by reference in, this Amendment. |
Exhibit Number |
Exhibit Description |
Filed with this Report |
Incorporated by Reference herein from Form or Schedule |
Filing Date |
SEC File/Reg. Number | |||||||
104 | The cover page for this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2023 has been formatted in Inline XBRL. |
Form 10-K (Exhibit 104) |
03/06/2024 | 001-37627 |
(*) | The certification incorporated by reference as Exhibit 32 that was attached to the Original 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Wave Life Sciences Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Original 10-K, irrespective of any general incorporation language contained in such filing. |
(+) | Indicates management contract or compensatory plan or arrangement. |
(†) | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
(††) | Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type that the Registrant treats as private or confidential. |
Item 16. |
Form 10-K Summary. |
Wave Life Sciences Ltd. | ||||||
Date: April 29, 2024 | By: | /s/ Paul B. Bolno, M.D., MBA | ||||
Paul B. Bolno, M.D., MBA | ||||||
President and Chief Executive Officer |