Item 1.01 Entry Into a Material Definitive Agreement.
On January 26, 2023, as a condition to and simultaneous with the closing of the
equity issuance contemplated by the Share Purchase Agreement (the "Share
Purchase Agreement"), dated December 13, 2022, by and between Wave Life Sciences
Ltd. (including its subsidiaries, the "Company" or "Wave") and Glaxo Group
Limited ("GGL"), the Company entered into an Investor Agreement with GGL (the
"Investor Agreement"). A description of the terms and conditions of the Investor
Agreement that are material to the Company is set forth in the Current Report on
Form 8-K filed by the Company on December 13, 2022 under the heading "Equity
Investment" in Item 1.01 of such Current Report on Form 8-K, which description
is incorporated herein by reference.
Item 8.01 Other Events.
On January 26, 2023, Wave closed on the issuance and sale of 10,683,761 ordinary
shares to GGL and received aggregate cash proceeds of approximately
$50.0 million in respect of the sale. The sale was made pursuant to the terms of
the Share Purchase Agreement, the terms of which were previously disclosed by
Wave in its Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 13, 2022.
As a result of the closing under the Share Purchase Agreement, the Collaboration
and License Agreement, dated December 13, 2022, by and among Wave Life Sciences
USA, Inc., Wave Life Sciences UK Limited and GlaxoSmithKline Intellectual
Property (No. 3) Limited ("GSK") (the "Collaboration Agreement"), became
effective on January 27, 2023. Accordingly, GSK is now required to pay Wave the
upfront cash payment of $120.0 million and the first installment of research
support funding in respect of target validation activities under the
collaboration.
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