Wave Life Sciences proposes $250,000,000 offering, then prices upsized $350 million deal

Wave Life Sciences Ltd., based in Cambridge, Massachusetts, and listed on the Nasdaq Global Market as WVE, filed a preliminary prospectus supplement on December 8, 2025 for an offering of $250,000,000 of ordinary shares and pre-funded warrants. The preliminary document had no price or share count. The last reported sale price of the ordinary shares on December 8 was $18.52.

The company priced the offering on December 9, 2025 at a larger size. It sold 15,789,475 ordinary shares at $19.00 each, and offered pre-funded warrants for up to 2,631,578 ordinary shares at $18.9999 each, with an exercise price of $0.0001. The final prospectus supplement puts gross proceeds at $349,999,744, with underwriting discounts and commissions of $21,000,000, or $1.14 per share. Proceeds to the company before expenses come to $328,999,744. Closing was expected on or about December 11, 2025. The underwriters also have a 30-day option to buy up to 2,763,157 more shares. If that option is exercised in full, the final supplement gives total underwriting discounts of $24.1 million and total proceeds of $378.3 million before expenses. The last reported sale price on December 9 was $21.31.

Who ran the deal

Jefferies, Leerink Partners and BofA Securities are joint book-running managers. Truist Securities and Mizuho are book-runners. The press release names Jefferies LLC and Leerink Partners LLC as sources for copies of the prospectus. White & Case LLP, of New York, represents the underwriters. On the company's side, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., of Boston, passes on the U.S. legal matters for the offering, and WongPartnership LLP, of Singapore, passes on Singapore law. Choate Hall & Stewart LLP, of Boston, handles intellectual property matters. The shares are sold under a shelf registration statement filed on November 12, 2024.

Shares outstanding and cash

As of September 30, 2025, the company had 160,288,481 ordinary shares outstanding and cash and cash equivalents of $196,218 thousand. The count of shares outstanding excludes 8,968,679 ordinary shares that could be issued on pre-funded warrants already outstanding, and 3,901,348 shares issuable on conversion of its Series A preferred shares. The new 15,789,475 shares are added to that base, and the prospectus warns that investors buying in the offering "will suffer immediate dilution of your investment."

The preliminary version left the use-of-proceeds figures blank. The final supplement puts net proceeds at about $328.4 million after discounts and an estimated $550,000 of expenses. Wave says it intends to use the money to accelerate Phase 2 clinical trials of WVE-007 for obesity, and for general corporate purposes including working capital, capital expenditures and general and administrative expenses. The prospectus adds that management will have broad discretion over the proceeds.

The final supplement shows cash and cash equivalents of $196,218 thousand as of September 30, 2025, rising to $524,668 thousand as adjusted for the offering, against an accumulated deficit of $1,273,057 thousand. It puts the shares outstanding after the offering at 176,077,956 and the dilution to new buyers at $16.43 per share. The company also sold 6,806,186 ordinary shares after September 30 under its open market sales agreement with Jefferies LLC.

Programs that the money has to fund

The company's annual report for 2024, filed March 4, 2025, describes clinical programs in obesity, alpha-1 antitrypsin deficiency, Duchenne muscular dystrophy and Huntington's disease, as well as several preclinical programs. The obesity candidate, WVE-007, is a GalNAc-conjugated siRNA that targets INHBE. The alpha-1 candidate, WVE-006, is a GalNAc-conjugated SERPINA1 AIMer. A liver disease candidate, WVE-008, targets PNPLA3 I148M.

These descriptions of the chemistry and of the obesity data are the company's own claims, including its statement that RNA sequencing data from fat tissue support the drug's effect on genes tied to insulin sensitivity.

What could still change

The press release says the closing is subject to customary closing conditions, and it warns that there can be no assurance the offering will be completed on the anticipated terms, or at all. The offering raised more than the $196,218 thousand of cash the company held at September 30, 2025.

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