RA Capital Amends Wave Life Sciences Stake

TL;DR

RA Capital updated their Wave Life Sciences filing on 10/1/24. Watch this space.

AI Summary

RA Capital Management, L.P. and its group members, including Peter Kolchinsky and RA Capital Healthcare Fund, L.P., have amended their Schedule 13D filing concerning Wave Life Sciences Ltd. as of October 1, 2024. The filing indicates a change in their beneficial ownership of Wave Life Sciences' common stock.

Why It Matters

This amendment signals a potential shift in significant shareholding for Wave Life Sciences, which could influence the company's strategic direction or stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant investor positions, which can lead to increased stock volatility.

Key Players & Entities

• RA Capital Management, L.P. (company) — Filing entity
• Wave Life Sciences Ltd. (company) — Subject company
• Peter Kolchinsky (person) — Group member
• RA Capital Healthcare Fund, L.P. (company) — Group member

FAQ

Key Financial Figures

• $0 — Life Sciences Ltd. (Name of Issuer) $0 Par Value Ordinary Shares (Title of C
• $4.58 — st 6, 2024 and has an exercise price of $4.58. CUSIP No. Y95308105 EXHIBIT 1 JOI

Filing Documents

• tm2425305d1_sc13da.htm (SC 13D/A) — 85KB
• 0001104659-24-105033.txt ( ) — 88KB

Security and Issuer

Item 1. Security and Issuer

of the Statement is hereby

Item 1 of the Statement is hereby amended and supplemented as follows: This Amendment No. 6 (this “ Amendment No. 6 ” or this “ Schedule 13D/A ”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “ SEC ”) on November 27, 2015, as amended by Amendment No. 1 filed on November 15, 2017, Amendment No. 2 filed on January 28, 2019, Amendment No. 3 filed on August 18, 2021, Amendment No. 4 filed on November 12, 2021 and Amendment No. 5 filed on June 21, 2022 (the “ Statement ”) by the Reporting Persons with respect to the Ordinary Shares (the “ Ordinary Shares ”) of Wave Life Sciences Ltd. (the “ Issuer ”). Unless otherwise defined herein, capitalized terms used in this Amendment No. 6 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

Identity and Background

Item 2. Identity and Background

of the Statement is hereby

Item 2 of the Statement is hereby amended and restated as follows: (a) This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. (“ RA Capital ”), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the “ Fund ”). RA Capital, Dr. Kolchinsky, Mr. Shah and the Fund are collectively referred to herein as the “ Reporting Persons .” The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the “ Act ”), is attached hereto as Exhibit 1. The Reporting Persons’ beneficial Ordinary Shares issuable upon exercise of pre-funded warrants (“ Pre-Funded Warrants ”) directly held by the Fund, which are immediately exercisable in full as of the date hereof; and (iii) a total of 118,500 vested share options (right to buy) held by Dr. Kolchinsky for the benefit of RA Capital. 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. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer 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 its portfolio, including the shares of the Issuer’s Ordinary Shares reported herein. 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 Act and ther

Purpose of Transaction

Item 4. Purpose of Transaction

of the Statement is hereby

Item 4 of the Statement is hereby amended and restated as follows: The Reporting Persons acquired the Ordinary Shares reported herein for investment purposes and not with an intent, purpose or effect of changing control of the Issuer. Although the Reporting Persons currently have no plan or proposal to acquire any additional Issuer securities or to dispose of any of the Issuer securities reported herein, the Reporting Persons may, from time to time, acquire additional equity securities or debt securities of the Issuer, which debt securities may be convertible or non-convertible, secured or unsecured, and could involve the monetization of potential revenue streams deriving from development-stage or commercial programs of the Issuer, or dispose of Issuer securities they beneficially own, on the open market or in private transactions or otherwise (including by means of 10b5-1 programs), consistent with their investment purposes and in amounts, on such terms and at such times as to be determined by the Reporting Persons based upon a number of factors, including, without limitation, their ongoing assessment of the Issuer’s business prospects, the availability of Issuer securities at prices that would make the purchase or sale of such securities desirable, prevailing market conditions, the availability of other investment opportunities, and/or other considerations. In addition, consistent with their investment purpose, the Reporting Persons may engage in communications with persons associated with the Issuer, including shareholders of the Issuer, officers of the Issuer, members of the board of directors of the Issuer, and/or or other third parties, to discuss matters regarding the Issuer, including but not limited to its operations, strategic direction, governance or capitalization, and potential business combinations or dispositions involving the Issuer or certain of its businesses. Dr. Kolchinsky currently serves as a director of the Issuer and therefore will en

Interest in Securities of the

Item 5. Interest in Securities of the Issuer

of the Statement is hereby

Item 5 of the Statement is hereby amended and restated as follows: (a) The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D/A is incorporated by reference. The percentage set forth in row 13 is based upon the sum of: (i) 124,737,862 Ordinary Shares outstanding as of August 7, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024; (ii) 26,875,001 Ordinary Shares issued in the underwritten offering which closed on September 27, 2024, as reported in the Issuer’s prospectus supplement dated September 25, 2024 filed with the SEC on September 27, 2024; (iii) 7,093,656 Ordinary Shares issuable upon the exercise of Pre-Funded Warrants; and (iv) 118,500 Ordinary Shares issuable upon the exercise of share options within 60 days. (b) The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D/A and Item 2 above is incorporated by reference. (c) Schedule A sets forth all transactions with respect to the Ordinary Shares effected during the past sixty days by any Reporting Person and is incorporated herein by reference. (d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares subject to this Schedule 13D/A. (e) Not applicable.

Material

Item 7. Material to be Filed as Exhibits

of the Statement is hereby amended and supplemented as follows

Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement CUSIP No. Y95308105

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager CUSIP No. Y95308105 SCHEDULE A Transaction Purchaser Date No. Shares Price Vest Stock Option (Right to Buy) RA Capital 08/06/2024 45,000 (1) (1) This option represents a right to purchase a total of 45,000 Ordinary Shares, which vested in full on August 6, 2024 and has an exercise price of $4.58. CUSIP No. Y95308105 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of October 1, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “ Filers ”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to $0 Par Value Ordinary Shares of Wave Life Sciences Ltd. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agr

View Full Filing

View this SC 13D/A filing on SEC EDGAR