# Wave Life Sciences (WVE) 10-Q SEC filing - Q2 FY2026
- Filed: Jul 30, 2026, 7:50 AM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001193125-26-324949
- OpenCapital page: https://www.opencapital.sh/filings/0001193125-26-324949
- Markdown URL: https://www.opencapital.sh/filings/0001193125-26-324949.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/0001193125-26-324949-index.htm
## Filing documents
- [10-Q (wve-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-20260630.htm)
- [EX-10.1 (wve-ex10_1.htm)](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-ex10_1.htm)
- [EX-31.1 (wve-ex31_1.htm)](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-ex31_1.htm)
- [EX-31.2 (wve-ex31_2.htm)](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-ex31_2.htm)
- [EX-32 (wve-ex32.htm)](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-ex32.htm)
---
## 10-Q
SEC source: [wve-20260630.htm](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-20260630.htm)
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### UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
### FORM 10-Q
### (Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
### For the quarterly period ended June 30, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
### For the transition period from ______ to ______
### Commission File Number: 001-37627
### WAVE LIFE SCIENCES LTD.
(Exact name of registrant as specified in its charter)
| | |
| --- | --- |
| Singapore(State or other jurisdiction of incorporation or organization) | 98-1356880(I.R.S. Employer Identification No.) |
| 7 Straits View #12-00, Marina One East TowerSingapore(Address of principal executive offices) | 018936(Zip Code) |
+65 6236 3388
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
$0 Par Value Ordinary Shares WVE The Nasdaq Global Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of outstanding ordinary shares of the registrant as of July 23, 2026 was 197,048,175.
WAVE LIFE SCIENCES LTD.
### QUARTERLY REPORT ON FORM 10-Q
### TABLE OF CONTENTS
| | Page |
| --- | --- |
| [PART I - FINANCIAL INFORMATION](#part_i_financial_information) | 5 |
| [Item 1. Financial Statements](#item_1_financial_statements) | 5 |
| [Unaudited Consolidated Balance Sheets](#condensed_consolidated_balance_sheets) | 5 |
| [Unaudited Consolidated Statements of Operations and Comprehensive Loss](#condensed_consolidated_statements_operat) | 6 |
| Unaudited Consolidated Statements of Series A Preferred Shares and Shareholders' Equity | 7 |
| [Unaudited Consolidated Statements of Cash Flows](#condensed_consolidated_statements_cash_f) | 8 |
| [Notes to Unaudited Consolidated Financial Statements](#notes_to_unaudited_condensed_consolidate) | 9 |
| [Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_2_managements_discussion_analysis_f) | 18 |
| [Item 3. Quantitative and Qualitative Disclosures About Market Risk](#item_3_quantitative_qualitative_disclosu) | 32 |
| [Item 4. Controls and Procedures](#item_4_controls_procedures) | 32 |
| [PART II - OTHER INFORMATION](#part_ii_or_information) | 33 |
| [Item 1. Legal Proceedings](#item_1_legal_proceedings) | 33 |
| [Item 1A. Risk Factors](#item_1a_risk_factors) | 33 |
| [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#item_2_unregistered_sales_equity_securit) | 33 |
| [Item 3. Defaults Upon Senior Securities](#item_3_defaults_upon_senior_securities) | 33 |
| [Item 4. Mine Safety Disclosures](#item_4_mine_safety_disclosures) | 33 |
| [Item 5. Other Information](#item_5_or_information) | 33 |
| [Item 6. Exhibits](#item_6_exhibits) | 35 |
2
### Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that relate to future events or to our future operations or financial performance. Any forward-looking statement involves known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statement. In some cases, forward-looking statements are identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goals,” “intend,” “likely,” “may,” “might,” “ongoing,” “objective,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will” and “would” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these identifying words. Forward-looking statements include statements, other than statements of historical fact, about, among other things: our ability to fund our future operations; our financial position, revenues, costs, expenses, uses of cash and capital requirements; our need for additional financing or the period for which our existing cash resources will be sufficient to meet our operating requirements; the success, progress, number, scope, cost, duration, timing or results of our research and development activities, preclinical studies and clinical trials, including the timing for initiation or completion of or availability of results from any preclinical studies and clinical trials or for submission, review or approval of any regulatory filing; the timing of, and our ability to, obtain and maintain regulatory approvals for any of our product candidates; the potential benefits that may be derived from any of our product candidates; our strategies, prospects, plans, goals, expectations, forecasts or objectives; the success of our collaborations with third parties; any payment that our collaboration partners may make to us; our ability to identify and develop new product candidates; our intellectual property position; our commercialization, marketing and manufacturing capabilities and strategy; our ability to develop sales and marketing capabilities; our estimates regarding future expenses and needs for additional financing; our ability to identify, recruit and retain key personnel; our financial performance; developments and projections relating to our competitors in the industry; our liquidity and working capital requirements; the expected impact of new accounting standards; our expectations regarding the impact of any local and global health epidemics on our business, including our research and development activities, preclinical studies and clinical trials, supply of drug product, and workforce; and statements about the Redomiciliation (as defined below).
Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on our estimates or projections of the future that are subject to known and unknown risks and uncertainties and other important factors that may cause our actual results, level of activity, performance or achievements expressed or implied by any forward-looking statement to differ. These risks, uncertainties and other factors include, among other things, our critical accounting policies; the ability of our preclinical studies to produce data sufficient to support the filing of global clinical trial applications and the timing thereof; our ability to continue to build and maintain the company infrastructure and personnel needed to achieve our goals; the clinical results and timing of our programs, which may not support further development of our product candidates; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials; our effectiveness in managing current and future clinical trials and regulatory processes; the success of our platform in identifying viable candidates; the continued development and acceptance of nucleic acid therapeutics as a class of drugs; our ability to demonstrate the therapeutic benefits of our stereopure candidates in clinical trials, including our ability to develop candidates across multiple therapeutic modalities; our ability to obtain, maintain and protect intellectual property; our ability to enforce our patents against infringers and defend our patent portfolio against challenges from third parties; our ability to fund our operations and to raise additional capital as needed; competition from others developing therapies for similar uses; any impacts on our business as a result of or related to any local and global health epidemics, geopolitical conflicts, global economic uncertainty, the impact of tariffs and changes in economic policies, volatility in inflation, volatility in interest rates or market disruptions on our business; and our ability to satisfy closing conditions to the completion of the Redomiciliation within the expected timeframe or at all, as well as other risks and uncertainties under the caption “Risk Factors” and any other disclosures contained in this Quarterly Report on Form 10-Q and in other filings we make with the Securities and Exchange Commission (the “SEC”).
Each forward-looking statement contained in this report is based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, these statements should not be regarded as representations or warranties by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. We caution you not to place undue reliance on any forward-looking statement.
In addition, any forward-looking statement in this report represents our views only as of the date of this report and should not be relied upon as representing our views as of any subsequent date. We anticipate that subsequent events and developments may cause our views to change. Although we may elect to update these forward-looking statements publicly at some point in the future, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
3
As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context otherwise indicates, references to “Wave,” the “Company,” “we,” “our,” “us” or similar terms refer to Wave Life Sciences Ltd. and our wholly owned subsidiaries. The Wave Life Sciences Ltd. and Wave Life Sciences Pte. Ltd. names, the Wave Life Sciences mark, PRISM and the other registered and pending trademarks, trade names and service marks of Wave Life Sciences Ltd. appearing in this Quarterly Report on Form 10-Q are the property of Wave Life Sciences Ltd. This Quarterly Report on Form 10-Q also contains additional trade names, trademarks and service marks belonging to Wave Life Sciences Ltd. and to other companies. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties. Solely for convenience, the trademarks and trade names in this Quarterly Report on Form 10-Q are referred to without the ® and symbols, but such reference should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
4
PART I - FINANCIAL INFORMATION
## Item 1. Financial Statements
### WAVE LIFE SCIENCES LTD.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Assets | | |
| Current assets: | | |
| Cash and cash equivalents | $368,008 | $602,068 |
| Marketable securities | 122,594 | — |
| Accounts receivable | 888 | 1,276 |
| Prepaid expenses | 12,121 | 8,395 |
| Other current assets | 3,897 | 3,075 |
| Total current assets | 507,508 | 614,814 |
| Long-term assets: | | |
| Property and equipment, net of accumulated depreciation of $50,819 and $49,522 as of June 30, 2026 and December 31, 2025, respectively | 6,833 | 7,405 |
| Operating lease right-of-use assets | 39,498 | 12,458 |
| Restricted cash | 3,815 | 3,806 |
| Other assets | 667 | 16 |
| Total long-term assets | 50,813 | 23,685 |
| Total assets | $558,321 | $638,499 |
| Liabilities, Series A preferred shares, and shareholders’ equity | | |
| Current liabilities: | | |
| Accounts payable | $20,362 | $15,700 |
| Accrued expenses and other current liabilities | 18,242 | 26,564 |
| Current portion of deferred revenue | 8,703 | 44,440 |
| Current portion of operating lease liability | 3,508 | 8,361 |
| Total current liabilities | 50,815 | 95,065 |
| Long-term liabilities: | | |
| Deferred revenue, net of current portion | 13,904 | 7,798 |
| Operating lease liability, net of current portion | 40,082 | 9,405 |
| Total long-term liabilities | 53,986 | 17,203 |
| Total liabilities | $104,801 | $112,268 |
| Series A preferred shares, no par value; nil and 3,901,348 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | — | $7,874 |
| Shareholders’ equity: | | |
| Ordinary shares, no par value; 193,277,622 and 187,660,263 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | $1,627,209 | $1,616,478 |
| Additional paid-in capital | 248,161 | 228,365 |
| Accumulated other comprehensive loss | (172) | (250) |
| Accumulated deficit | (1,421,678) | (1,326,236) |
| Total shareholders’ equity | $453,520 | $518,357 |
| Total liabilities, Series A preferred shares, and shareholders’ equity | $558,321 | $638,499 |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
5
WAVE LIFE SCIENCES LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share amounts)
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue | $2,272 | $8,699 | $40,518 | $17,874 |
| Operating expenses: | | | | |
| Research and development | 51,293 | 43,469 | 98,733 | 84,091 |
| General and administrative | 24,781 | 17,989 | 46,884 | 36,346 |
| Total operating expenses | 76,074 | 61,458 | 145,617 | 120,437 |
| Loss from operations | (73,802) | (52,759) | (105,099) | (102,563) |
| Other income, net: | | | | |
| Interest income | 4,722 | 2,372 | 10,013 | 5,247 |
| Other expense | (275) | (82) | (356) | (31) |
| Total other income, net | 4,447 | 2,290 | 9,657 | 5,216 |
| Loss before income taxes | (69,355) | (50,469) | (95,442) | (97,347) |
| Income tax benefit | — | — | — | — |
| Net loss | $(69,355) | $(50,469) | $(95,442) | $(97,347) |
| Net loss per share attributable to ordinary shareholders—basic and diluted | $(0.34) | $(0.31) | $(0.47) | $(0.60) |
| Weighted-average ordinary shares used in computing net loss per share attributable to ordinary shareholders—basic and diluted | 204,008,712 | 163,987,640 | 202,098,901 | 163,266,106 |
| Other comprehensive loss: | | | | |
| Net loss | $(69,355) | $(50,469) | $(95,442) | $(97,347) |
| Foreign currency translation gain | 123 | 43 | 119 | 101 |
| Unrealized loss on marketable securities | (41) | — | (41) | — |
| Comprehensive loss | $(69,273) | $(50,426) | $(95,364) | $(97,246) |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
6
WAVE LIFE SCIENCES LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF SERIES A PREFERRED SHARES AND SHAREHOLDERS’ EQUITY
(In thousands, except share amounts)
| Line item | Series APreferred Shares / Shares | Series APreferred Shares / Amount | Ordinary Shares / Shares | Ordinary Shares / Amount | Additional Paid-In- / Capital | Accumulated Other Comprehensive / Loss | Accumulated / Deficit | Total Shareholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2024 | 3,901,348 | $7,874 | 153,037,286 | $1,175,181 | $156,454 | $(262) | $(1,121,858) | $209,515 |
| Issuance of ordinary shares pursuant to the “at-the-market” equity program, net | — | — | 97,375 | 1,262 | — | — | — | 1,262 |
| Share-based compensation | — | — | — | — | 4,953 | — | — | 4,953 |
| Vesting of RSUs | — | — | 18,019 | — | — | — | — | — |
| Option exercises | — | — | 853,881 | 2,451 | — | — | — | 2,451 |
| Issuance of ordinary shares under the ESPP | — | — | 86,752 | 442 | — | — | — | 442 |
| Other comprehensive income | — | — | — | — | — | 58 | — | 58 |
| Net loss | — | — | — | — | — | — | (46,878) | (46,878) |
| Balance at March 31, 2025 | 3,901,348 | $7,874 | 154,093,313 | $1,179,336 | $161,407 | $(204) | $(1,168,736) | $171,803 |
| Issuance of ordinary shares pursuant to the “at-the-market” equity program, net | — | — | 1,388,934 | 11,099 | — | — | — | 11,099 |
| Share-based compensation | — | — | — | — | 6,196 | — | — | 6,196 |
| Vesting of RSUs | — | — | 40,270 | — | — | — | — | — |
| Option exercises | — | — | 150,775 | 594 | — | — | — | 594 |
| Other comprehensive income | — | — | — | — | — | 43 | — | 43 |
| Net loss | — | — | — | — | — | — | (50,469) | (50,469) |
| Balance at June 30, 2025 | 3,901,348 | $7,874 | 155,673,292 | $1,191,029 | $167,603 | $(161) | $(1,219,205) | $139,266 |
| Line item | Series APreferred Shares / Shares | Series APreferred Shares / Amount | Ordinary Shares / Shares | Ordinary Shares / Amount | Additional Paid-In- / Capital | Accumulated Other Comprehensive / Loss | Accumulated / Deficit | Total Shareholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | 3,901,348 | $7,874 | 187,660,263 | $1,616,478 | $228,365 | $(250) | $(1,326,236) | $518,357 |
| Conversion of Series A preferred shares to ordinary shares | (3,901,348) | (7,874) | 3,901,348 | 7,874 | — | — | — | 7,874 |
| Share-based compensation | — | — | — | — | 9,063 | — | — | 9,063 |
| Vesting of RSUs | — | — | 242,509 | — | — | — | — | — |
| Option exercises | — | — | 442,967 | 1,934 | — | — | — | 1,934 |
| Issuance of ordinary shares under the ESPP | — | — | 90,479 | 593 | — | — | — | 593 |
| Other comprehensive loss | — | — | — | — | — | (4) | — | (4) |
| Net loss | — | — | — | — | — | — | (26,087) | (26,087) |
| Balance at March 31, 2026 | — | — | 192,337,566 | $1,626,879 | $237,428 | $(254) | $(1,352,323) | $511,730 |
| Conversion of prefunded warrants to ordinary shares | — | — | 822,638 | — | — | — | — | — |
| Share-based compensation | — | — | — | — | 10,733 | — | — | 10,733 |
| Vesting of RSUs | — | — | 40,949 | — | — | — | — | — |
| Option exercises | — | — | 76,469 | 330 | — | — | — | 330 |
| Other comprehensive income | — | — | — | — | — | 82 | — | 82 |
| Net loss | — | — | — | — | — | — | (69,355) | (69,355) |
| Balance at June 30, 2026 | — | — | 193,277,622 | $1,627,209 | $248,161 | $(172) | $(1,421,678) | $453,520 |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
7
WAVE LIFE SCIENCES LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash flows from operating activities | | |
| Net loss | $(95,442) | $(97,347) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | |
| Amortization of right-of-use assets | 2,975 | 2,620 |
| Depreciation of property and equipment | 1,699 | 1,740 |
| Accretion of investment premium | (65) | — |
| Share-based compensation expense | 19,796 | 11,149 |
| Changes in operating assets and liabilities: | | |
| Accounts receivable | 388 | (195) |
| Prepaid expenses | (3,726) | 2,844 |
| Other assets | (1,473) | (81) |
| Accounts payable | 4,857 | (1,776) |
| Accrued expenses and other current liabilities | (8,322) | (8,055) |
| Deferred revenue | (29,631) | (16,257) |
| Operating lease liabilities | (4,191) | (3,693) |
| Net cash used in operating activities | (113,135) | (109,051) |
| Cash flows from investing activities | | |
| Purchases of property and equipment | (1,322) | (471) |
| Purchases of marketable securities | (122,570) | — |
| Net cash used in investing activities | (123,892) | (471) |
| Cash flows from financing activities | | |
| Proceeds from issuance of ordinary shares pursuant to the “at-the-market” equity program, net of offering costs | — | 12,361 |
| Proceeds from the exercise of share options | 2,264 | 3,045 |
| Proceeds from the ESPP | 593 | 442 |
| Net cash provided by financing activities | 2,857 | 15,848 |
| Effect of foreign exchange rates on cash, cash equivalents, and restricted cash | 119 | 101 |
| Net decrease in cash, cash equivalents, and restricted cash | (234,051) | (93,573) |
| Cash, cash equivalents, and restricted cash, beginning of period | 605,874 | 305,838 |
| Cash, cash equivalents, and restricted cash, end of period | $371,823 | $212,265 |
| Supplemental disclosure of cash flow information | | |
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities (See Note 2) | $(30,015) | — |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
8
Wave Life Sciences Ltd.
Notes to Unaudited Consolidated Financial Statements
### 1. THE COMPANY
#### Organization
Wave Life Sciences Ltd. (together with its subsidiaries, “Wave” or the “Company”) is a clinical-stage biotechnology company focused on unlocking the broad potential of ribonucleic acid (“RNA”) medicines (also known as oligonucleotides), or those targeting RNA, to transform human health. The Company’s RNA medicines platform, PRISM®, combines multiple RNA medicines modalities, chemistry innovation, and deep insights in human genetics to deliver scientific breakthroughs that treat both rare and common disorders. The Company’s toolkit of RNA-targeting modalities, including RNA interference (“RNAi”) (SpiNA) and RNA editing (AIMers), provides us with unmatched capabilities for designing and sustainably delivering candidates that optimally address disease biology. The Company’s pipeline is focused on our obesity (WVE-007), alpha-1 antitrypsin deficiency (“AATD”) (WVE-006) and PNPLA3 I148M liver disease (WVE-008) programs, and also includes clinical programs for Duchenne muscular dystrophy (“DMD”) and Huntington’s disease (“HD”), as well as several preclinical programs utilizing its versatile RNA medicines platform.
The Company was incorporated in Singapore on July 23, 2012 and has its principal U.S. office in Cambridge, Massachusetts. The Company was incorporated with the purpose of combining two commonly held companies, Wave Life Sciences USA, Inc. (“Wave USA”), a Delaware corporation (formerly Ontorii, Inc.), and Wave Life Sciences Japan, Inc. (“Wave Japan”), a company organized under the laws of Japan (formerly Chiralgen., Ltd.), which occurred on September 13, 2012. On May 31, 2016, Wave Life Sciences Ireland Limited (“Wave Ireland”) was formed as a wholly-owned subsidiary of Wave Life Sciences Ltd. On April 3, 2017, Wave Life Sciences UK Limited (“Wave UK”) was formed as a wholly-owned subsidiary of Wave Life Sciences Ltd.
On April 15, 2026, Wave Life Sciences Ltd., a public company limited by shares incorporated under the laws of the Republic of Singapore (“Wave-Singapore”), announced that it has decided to restructure its corporate group to cause the parent company of the group to be a Delaware corporation (the “Redomiciliation”). On June 22, 2026, the Company obtained the shareholder approval required in connection with the Redomiciliation to the United States by way of the implementation of a statutory procedure known as a scheme of arrangement under Section 210 of the Companies Act 1967 of Singapore (the “Scheme of Arrangement”). On July 14, 2026, the Scheme of Arrangement was approved by the High Court of the Republic of Singapore. The Company expects the Redomiciliation to take effect in August 2026. Under generally accepted accounting principles in the United States (“U.S. GAAP”), the Scheme of Arrangement required for the Redomiciliation will be accounted for consistent with a reorganization of entities under common control.
The Company’s primary activities have been developing and evolving PRISM to design, develop and commercialize RNA medicines, advancing the Company’s differentiated portfolio, building the Company’s research, development and manufacturing capabilities, advancing programs into the clinic, furthering clinical development of such clinical-stage programs, building the Company’s intellectual property, and assuring adequate capital to support these activities.
#### Liquidity
Since its inception, the Company has not generated any product revenue and has incurred recurring operating losses. To date, the Company has primarily funded its operations through private placements of debt and equity securities, public and other registered offerings of its equity securities and collaborations with third parties. Until the Company can generate significant revenue from product sales, if ever, the Company expects to continue to finance operations through a combination of public or private equity or debt financings or other sources, which may include upfront and milestone payments from collaborations with third parties. Adequate additional financing may not be available to the Company on acceptable terms, or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and ability to pursue its business strategy.
As of June 30, 2026, the Company had cash, cash equivalents and marketable securities of $490.6 million. The Company expects that its existing cash, cash equivalents and marketable securities will be sufficient to fund its operations for at least the next twelve months from the issuance date of these financial statements. The Company has based this expectation on the best information available; however, the Company may use its available capital resources sooner than it currently expects. If the Company’s anticipated operating results are not achieved in future periods, planned expenditures may need to be further reduced in order to extend the time period over which the then-available resources would be able to fund the Company’s operations. In addition, the Company may elect to raise additional funds before it needs them if the conditions for raising capital are favorable due to market conditions or strategic considerations, even if the Company expects it has sufficient funds for its current or future operating plans.
9
#### Risks and Uncertainties
The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, maintaining internal manufacturing capabilities, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. The Company’s therapeutic programs will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization of any product candidates. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. There can be no assurance that the Company’s research and development efforts will be successful, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies.
#### Basis of Presentation
The Company has prepared the accompanying consolidated financial statements in conformity with U.S. GAAP and in U.S. dollars.
### 2. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies described in the Company’s audited financial statements as of and for the year ended December 31, 2025, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026, as amended on April 30, 2026 (the “2025 Annual Report on Form 10-K”), have had no material changes to the Company's significant accounting policies during the six months ended June 30, 2026 except as set forth below under “Fair Value of Financial Instruments,” and “Marketable Securities.”
#### Fair Value of Financial Instruments
The Company follows the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements (“ASC 820”), which establishes a fair value hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs:
Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets.
Level 2—Quoted prices for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security.
Level 3—Pricing inputs are unobservable for the asset, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset. Level 3 includes private investments that are supported by little or no market activity.
To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
#### Marketable Securities
The Company accounts for marketable securities in accordance with FASB ASC Topic 320, Investments - Debt and Equity Securities. Marketable securities are classified as available-for-sale and consist of government securities and obligations and corporate bonds with stated maturities of more than three months from the purchase date. Available-for-sale securities are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of other comprehensive income (loss). Realized gains or loss recognized upon the sale of marketable securities will be recorded within net income. Marketable securities are classified as current assets or non-current assets based on each security’s time to maturity as of the balance sheet date.
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#### Lease Update
The Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew the lease. The Company monitors its plans to renew its leases on a quarterly basis.
During the three months ended June 30, 2026, the Company entered into an amendment to extend the term of its Lexington, Massachusetts lease for its manufacturing facility through January 2038. As a result, the Company remeasured the related operating lease liability and recorded a corresponding increase of approximately $30.0 million to its operating lease right-of-use asset and operating lease liability.
#### Unaudited Interim Financial Data
The accompanying interim consolidated balance sheet as of June 30, 2026, the related interim consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025, the consolidated statements of Series A preferred shares and shareholders’ equity for the three months ended March 31 and June 30, 2026 and 2025, the consolidated statements of cash flows for the six months ended June 30, 2026 and 2025, and the related interim information contained within the notes to the unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2026 and 2025 are unaudited. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of the Company’s financial position and results of operations for the three and six months ended June 30, 2026 and 2025. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other interim period or future year or period.
### 3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands):
_(in thousands) · (in thousands)_
| Line item | As of June 30, 2026 / Total | As of June 30, 2026 / Fair Value Hierarchy / Level 1 | As of June 30, 2026 / Fair Value Hierarchy / Level 2 | As of June 30, 2026 / Fair Value Hierarchy / Level 3 | As of December 31, 2025 / Total | As of December 31, 2025 / Fair Value Hierarchy / Level 1 | As of December 31, 2025 / Fair Value Hierarchy / Level 2 | As of December 31, 2025 / Fair Value Hierarchy / Level 3 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash equivalents: | | | | | | | | |
| Corporate bonds | $5,221 | — | $5,221 | — | — | — | — | — |
| Money market funds | 78,809 | 78,809 | — | — | 596,264 | 596,264 | — | — |
| Commercial paper | 7,983 | 7,983 | — | — | — | — | — | — |
| U.S. Treasury securities | 34,752 | — | 34,752 | — | — | — | — | — |
| Marketable securities: | | | | | | | | |
| Corporate bonds | 10,250 | — | 10,250 | — | — | — | — | — |
| U.S. Treasury securities | 44,804 | — | 44,804 | — | — | — | — | — |
| U.S. Government securities | 67,540 | — | 67,540 | — | — | — | — | — |
| Total | $249,359 | $86,792 | $162,567 | — | $596,264 | $596,264 | — | — |
The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy. The carrying value of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. As of December 31, 2025, cash and cash equivalents were comprised of funds held in checking and money market accounts and were classified as Level 1.
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Money market funds and commercial paper included within cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Government securities and obligations and corporate bonds are included within cash equivalents and marketable securities are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through using models or other valuation methodologies.
There were no transfers into or out of Level 3 in the periods presented.
### 4. MARKETABLE SECURITIES
The following table summarizes the Company’s available-for-sale marketable securities:
_(in thousands) · (in thousands)_
| Line item | As of June 30, 2026 / Amortized Cost | As of June 30, 2026 / Gross Unrealized Gains | As of June 30, 2026 / Gross Unrealized Losses | As of June 30, 2026 / Fair Value | As of December 31, 2025 / Amortized Cost | As of December 31, 2025 / Gross Unrealized Gains | As of December 31, 2025 / Gross Unrealized Losses | As of December 31, 2025 / Fair Value |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Corporate bonds | $10,253 | — | $(3) | $10,250 | — | — | — | — |
| U.S. Treasury securities | 44,825 | — | (21) | 44,804 | — | — | — | — |
| U.S. Government securities | 67,557 | — | (17) | 67,540 | — | — | — | — |
| Total | $122,635 | — | $(41) | $122,594 | — | — | — | — |
The amortized cost of marketable debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. There were no realized gains or losses recognized on the sale or maturity of marketable securities for the three and six months ended June 30, 2026 and, as a result, the Company did not reclassify any amounts out of accumulated other comprehensive loss for either period. The Company did not hold marketable securities as of December 31, 2025.
### 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
_(in thousands)_
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Accrued compensation | $10,370 | $18,080 |
| Accrued expenses related to CROs and CMOs | 5,177 | 7,314 |
| Accrued expenses and other current liabilities | 2,695 | 1,170 |
| Total accrued expenses and other current liabilities | $18,242 | $26,564 |
### 6. SHARE-BASED COMPENSATION
The Wave Life Sciences Ltd. 2021 Equity Incentive Plan was approved by the Company’s shareholders and went into effect on August 10, 2021 and was amended effective as of August 9, 2022, August 1, 2023, August 6, 2024, and August 5, 2025 (as amended, the “2021 Plan”). The 2021 Plan serves as the successor to the Wave Life Sciences Ltd. 2014 Equity Incentive Plan, as amended (the “2014 Plan”), such that outstanding awards granted under the 2014 Plan continue to be governed by the terms of the 2014 Plan, but no awards may be made under the 2014 Plan after August 10, 2021. The aggregate number of ordinary shares authorized for issuance of awards under the 2021 Plan was originally 5,450,000 ordinary shares, and was subsequently increased to 11,450,000, 17,950,000, 22,950,000, and 30,950,000 in August 2022, August 2023, August 2024, and August 2025, respectively, plus the number of ordinary shares underlying any awards under the 2014 Plan that are forfeited, cancelled or otherwise terminated (other than by exercise or withheld by the Company to satisfy any tax withholding obligation) on or after August 10, 2021.
The 2021 Plan authorizes (and the 2014 Plan previously authorized) the Company’s board of directors or a committee of the board of directors to, among other things, grant non-qualified share options, restricted awards, which include restricted shares and restricted share units (“RSUs”), and performance awards to eligible employees, consultants, and non-employee directors of the Company. The Company accounts for grants to its non-employee directors as grants to employees.
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Options generally vest over periods of one to four years, and options that are forfeited or cancelled are available to be granted again. The contractual life of options is generally five years in the case of non-employees or ten years in the case of employees, in each case from the grant date. RSUs can be time-based or performance-based. Time-based RSUs generally vest over a period of one to four years. Vesting of the performance-based RSUs is contingent on the occurrence of certain regulatory or commercial milestones. Any RSUs that are forfeited are available to be granted again.
During the six months ended June 30, 2026, the Company granted an aggregate of 5,235,284 options to employees and non-employee directors and 1,798,975 time-based RSUs to employees and non-employee directors.
As of June 30, 2026, 3,662,474 ordinary shares remained available for future grant under the 2021 Plan.
The table below shows the options and RSUs outstanding as of June 30, 2026 and 2025.
| Line item | As of June 30, 2026 | As of June 30, 2025 |
| --- | --- | --- |
| Options to purchase ordinary shares | 24,267,659 | 22,043,539 |
| RSUs | 3,180,057 | 1,827,750 |
The Wave Life Sciences Ltd. 2019 Employee Share Purchase Plan, as amended (the “ESPP”), allows full-time and certain part-time employees to purchase the Company’s ordinary shares at a discount to fair market value. Eligible employees may enroll in a six-month offering period beginning every January 15th and July 15th. Ordinary shares are purchased at a price equal to 85% of the lower of the fair market value of the Company’s ordinary shares on the first business day or the last business day of an offering period. The aggregate number of ordinary shares authorized for issuance under the ESPP was originally 1,000,000 and was subsequently increased to 3,000,000 in August 2023. During the six months ended June 30, 2026, 90,479 ordinary shares were issued under the ESPP. As of June 30, 2026, there were 2,070,902 ordinary shares available for issuance under the ESPP.
### 7. COLLABORATION AGREEMENTS
#### GSK Collaboration and Equity Agreements
On December 13, 2022, Wave USA and Wave UK entered into a Collaboration and License Agreement (the “GSK Collaboration Agreement”) with GlaxoSmithKline Intellectual Property (No. 3) (“GSK”). Pursuant to the GSK Collaboration Agreement, Wave and GSK agreed to collaborate on the research, development, and commercialization of oligonucleotide therapeutics, which originally included an exclusive global license to WVE-006. The discovery collaboration component has an initial four-year research term and combines Wave’s proprietary discovery and drug development platform, PRISM, with GSK’s unique genetic insights and its global development and commercial capabilities. On January 27, 2023, the GSK Collaboration Agreement became effective, and GSK paid Wave an upfront payment of $120.0 million.
Simultaneously with the execution of the GSK Collaboration Agreement, Wave entered into a Share Purchase Agreement (the “SPA”) on December 13, 2022, with Glaxo Group Limited (“GGL”), an affiliate of GSK, pursuant to which Wave agreed to sell 10,683,761 of its ordinary shares to GGL at a purchase price of $4.68 per share (the “GSK Equity Investment”). The GSK Equity Investment closed on January 26, 2023, following the completion of customary closing conditions. The ordinary shares purchased by GGL in the GSK Equity Investment carry certain registration rights customary for transactions of this kind. The Company did not incur any material costs in connection with the issuance of the ordinary shares under the SPA.
The GSK Collaboration Agreement originally had three components: (1) a discovery collaboration which enables the Company to advance up to three programs leveraging targets informed by GSK’s novel genetic insights (“Wave’s Collaboration Programs”); (2) a discovery collaboration which enables GSK to advance up to eight programs leveraging PRISM and the Company’s oligonucleotide expertise and discovery capabilities (the “Discovery Research Collaboration”); and (3) an exclusive global license for GSK to WVE-006, the Company’s AATD program, that uses the Company’s proprietary AIMer technology (the "AATD Collaboration"). On February 2, 2026, the Company announced that it regained full rights to WVE-006, an investigational GalNAc-conjugated RNA editing oligonucleotide for alpha-1 antitrypsin deficiency, which was originally the subject of an exclusive global license to GSK under the GSK Collaboration Agreement.
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Under the GSK Collaboration Agreement, each party grants to the other party certain licenses to the collaboration products to enable the other party to perform its obligations and exercise its rights under the GSK Collaboration Agreement, including license grants to enable each party to conduct research, development and commercialization activities pursuant to the terms of the GSK Collaboration Agreement. The parties’ exclusivity obligations to each other are limited on a target-by-target basis with regard to targets in the collaboration. GSK may terminate the GSK Collaboration Agreement for convenience, in its entirety or on a target-by-target basis. Subject to certain exceptions, each party has the right to terminate the GSK Collaboration Agreement on a target-by-target basis if the other party, or a related party, challenges the patentability, enforceability or validity of any patents within the licensed technology that cover any product that is subject to the GSK Collaboration Agreement. In the event of any material breach of the GSK Collaboration Agreement by a party, subject to cure rights, the other party may terminate the GSK Collaboration Agreement in its entirety if the breach relates to all targets or on a target-by-target basis if the breach relates to a specific target. In the event that GSK and its affiliates cease development, manufacturing and commercialization activities with respect to compounds or products subject to the GSK Collaboration Agreement and directed to a particular target, the Company may terminate the GSK Collaboration Agreement with respect to such target. Either party may terminate the GSK Collaboration Agreement for the other party’s insolvency. In certain termination circumstances, the Company would receive a license from GSK to continue researching, developing and manufacturing certain products.
The GSK Collaboration Agreement, unless terminated earlier, will continue until the date on which: (i) with respect to a validation target, the date on which such validation target is not advanced into a collaboration program; or (ii) with respect to a collaboration target, the royalty term has expired for all collaboration products directed to the applicable collaboration target. The GSK Collaboration Agreement includes options to extend the research term for up to three additional years, which would increase the number of programs available to both parties. The Company will lead all preclinical research for GSK and the Company’s collaboration programs up to investigational new drug (“IND”)-enabling studies. The Company will lead IND-enabling studies, clinical development and commercialization for the Company’s collaboration programs. GSK collaboration programs will transfer to GSK for IND-enabling studies, clinical development and commercialization.
The GSK Collaboration Agreement is managed by a joint steering committee in which both parties are represented equally. In addition, the AATD Collaboration was overseen by a joint development committee, a joint patent committee advises on intellectual property activities, and the Discovery Research Collaboration is overseen by a joint research committee. Both parties are represented equally for these committees and report to the joint steering committee.
The Company assessed this arrangement in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and concluded that the contract counterparty, GSK, is a customer for the AATD Collaboration prior to GSK exercising its option and, for the Discovery Research Collaboration programs during the target validation research term. The Company identified the following material promises under the arrangement: (1) the exclusive global license for WVE-006; (2) the research and development services for WVE-006 through the Phase 1/2 study; (3) the discovery research services under the Discovery Research Collaboration to perform target validation programs; (4) research and development license for the Discovery Research Collaboration; and (5) the research and development services for the GSK collaboration programs through completion of a candidate selection. The research and development services for WVE-006 were determined to not be distinct from the exclusive global license and should therefore be combined into a single performance obligation for the AATD Collaboration. The research and development services for the Discovery Research Collaboration were determined to not be distinct from the research and development license for the Discovery Research Collaboration and should therefore be combined into a single performance obligation. In addition, the Company determined the standalone selling price for the option to advance up to eight programs from the Discovery Research Collaboration and determined it did not provide a material right to GSK.
Based on these assessments, the Company identified two performance obligations in the GSK Collaboration Agreement: (1) AATD Collaboration consisting of the research and development services through completion of the Phase 1/2 study and research and development license for WVE-006 and (2) Discovery Research Collaboration which consists of research and development services for validating the targets for a research and development license for targets.
At the outset of the arrangement, the transaction price included fixed consideration of the $120.0 million upfront, the $15.4 million in premium related to the GSK Equity Investment and the fixed consideration related to the additional target validation research funding. The Company allocated the estimated variable consideration relating to the target validation research to the Discovery Research Collaboration and the variable consideration relating to the development milestone to the AATD Collaboration and then allocated the fixed consideration to the performance obligations on a relative standalone selling price basis. The Company determined that the GSK Collaboration Agreement did not contain a significant financing component. The program initiation fees to advance up to eight programs from the Discovery Research Collaboration to preclinically develop the GSK collaboration programs and the additional potential milestone payments were excluded from the transaction price, as all milestone amounts were fully constrained at the inception of the GSK Collaboration Agreement. The Company will reevaluate the transaction price at the end of each reporting period, and as uncertain events are resolved or other changes in circumstances occur, the Company will adjust its estimate of the transaction price.
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Under the GSK Collaboration Agreement, GSK can advance up to eight programs (the “GSK Collaboration Programs”) leveraging the Company's PRISM platform and multiple RNA-targeting modalities (RNAi, RNA editing, splicing, and antisense) with target validation work ongoing across multiple therapy areas. The advancement to a development candidate following the achievement of target validation results in a GSK Collaboration Program performance obligation. In January 2026, GSK selected a fourth program to advance to development candidate following achievement of target validation. Under the GSK Collaboration Agreement, GSK has paid an aggregate of $32.0 million in program initiation payments related to these four programs.
The following table summarizes the allocation of the total transaction price to the identified performance obligation under the GSK Collaboration Agreement, and the amount of the transaction price unsatisfied as of June 30, 2026 (in thousands):
| Line item | Transaction Price Allocated | Transaction Price Unsatisfied (1) |
| --- | --- | --- |
| Performance Obligations: | | |
| AATD Collaboration | $166,778 | — |
| Discovery Research Collaboration | 12,757 | 5,151 |
| GSK Collaboration Programs | 32,000 | 19,864 |
| Total | $211,535 | $25,015 |
(1) The unsatisfied transaction price will be recognized over the remaining applicable research or program term.
The Company developed the estimated standalone selling price for the global license for WVE-006, under the AATD Collaboration, using a discounted cash flow model. For the performance obligation associated with the research and development services under the Discovery Research Collaboration and the research and development services for WVE-006 under the AATD Collaboration, the Company determined the standalone selling price using estimates of the costs to perform the research and development services, including expected internal and external costs for services and supplies, adjusted to reflect a profit margin. The total estimated cost of the research and development services reflected the nature of the services to be performed and the Company’s best estimate of the length of time required to perform the services.
Revenue associated with the AATD Collaboration performance obligation was being recognized as the research and development services were provided using an input measure, according to the costs incurred and the total costs expected to be incurred to satisfy the performance obligation. The Company recognized the remaining deferred revenue related to the AATD performance obligation, which was fully satisfied upon the termination of the AATD license, in the first quarter of 2026. The revenue associated with the Discovery Research Collaboration performance obligation is being recognized as the research and development services are provided using an input measure, according to the costs incurred and the total costs expected to be incurred to satisfy the performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. Additional funding related to the Company’s research activities related to Discovery Research Collaboration will be recorded as accounts receivable when contractually enforceable and recorded as deferred revenue, or as revenue as the services are provided.
During the year ended December 31, 2023, the Company achieved a developmental milestone which pertained to the initiation of dosing in healthy volunteers in the RestorAATion clinical trial program, triggering a $20.0 million milestone payment to the Company from GSK, which was collected in the first quarter of 2024. During the year ended December 31, 2025, GSK acknowledged the Company’s achievement of another development milestone for the AATD program, triggering a $10.0 million milestone payment to the Company from GSK, which was collected during the fourth quarter of 2025.
For the three months ended June 30, 2026 and 2025, the Company recognized revenue of $2.3 million and $8.7 million, respectively, under the GSK Collaboration Agreement using the input method described above. For the six months ended June 30, 2026 and 2025, the Company recognized revenue of $40.5 million and $17.9 million, respectively, under the GSK Collaboration Agreement using the input method described above. Through June 30, 2026, the Company has recognized collaboration revenue of $186.5 million under the GSK Collaboration Agreement in the Company’s consolidated statements of operations and comprehensive loss.
The aggregate amount of the transaction price allocated to the Company’s unsatisfied and partially unsatisfied performance obligations and recorded in deferred revenue on June 30, 2026 is approximately $22.6 million, of which approximately $8.7 million was included in current liabilities and approximately $13.9 million was included in long-term liabilities. The aggregate amount of the transaction price allocated to the Company’s unsatisfied and partially unsatisfied performance obligations and recorded in deferred revenue on December 31, 2025 was approximately $52.2 million, of which approximately $44.4 million was included in current liabilities and $7.8 million was included in long-term liabilities.
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### 8. NET LOSS PER ORDINARY SHARE
In connection with the underwritten public offering that the Company completed in December 2025, the Company sold pre-funded warrants to purchase up to 2,631,578 ordinary shares, which are included in the total vested and exercisable pre-funded warrants (the Company's pre-funded warrants outstanding are collectively referred to as the “Pre-Funded Warrants”). As of June 30, 2026 and 2025, there were 10,777,604 and 8,968,679, respectively, vested and exercisable Pre-Funded Warrants outstanding to purchase ordinary shares for the exercise price of $0.0001 per share, provided that, unless and until the Company obtains shareholder approval for the issuance of the shares underlying the Pre-Funded Warrants, a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause (i) the aggregate number of our ordinary shares beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or at the election of such holder, 9.99% or 19.99%) of the number of our ordinary shares outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or at the election of such holder, 9.99% or 19.99%) of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. The Pre-Funded Warrants are included in the weighted-average shares outstanding used in the calculation of basic net loss per share as the exercise price is negligible and the warrants are fully vested and exercisable.
Basic loss per share is computed by dividing net loss attributable to ordinary shareholders and Pre-Funded Warrant holders by the weighted-average number of ordinary shares and Pre-Funded Warrants outstanding.
The Company’s potentially dilutive shares, which include outstanding share options to purchase ordinary shares and RSUs, are considered to be ordinary share equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. In March 2026, the Company’s previously outstanding Series A preferred shares were converted to ordinary shares on a one-to-one basis and included in the calculation of net loss per share as of the date of conversion.
The following potential ordinary shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to ordinary shareholders for the periods indicated because including them would have had an anti-dilutive effect:
| Line item | As of June 30, 2026 | As of June 30, 2025 |
| --- | --- | --- |
| Options to purchase ordinary shares | 24,267,659 | 22,043,539 |
| RSUs | 3,180,057 | 1,827,750 |
### 9. INCOME TAXES
During the six months ended June 30, 2026 and 2025, the Company recorded no income tax benefit or provision. The Company maintained a full valuation allowance for the three and six months ended June 30, 2026 and 2025 in all jurisdictions due to uncertainty regarding future taxable income.
### 10. GEOGRAPHIC DATA
Substantially all of the Company’s long-lived assets were located in the United States as of June 30, 2026 and December 31, 2025.
### 11. RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
- Pursuant to the terms of various contract research service agreements with Shin Nippon Biomedical Laboratories Ltd., a contract research organization and one of the Company’s shareholders, and its affiliates (together, “SNBL”), the Company paid SNBL $1.9 million and $4.8 million, respectively, during the three and six months ended June 30, 2026. The Company paid SNBL $0.1 million during the three and six months ended June 30, 2025. Through June 30, 2026, the Company has paid an aggregate of $8.2 million to SNBL for the aforementioned various service agreements. During the three and six months ended June 30, 2026, the Company incurred expenses of approximately $0.8 million and $2.2 million, respectively, related to the aforementioned various service agreements. During the three and six months ended June 30, 2025, the Company incurred expenses of approximately $1.0 million and $1.6 million, respectively, related to the aforementioned various service agreements.
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### 12. SEGMENT INFORMATION
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company operates as a single reporting segment, focused on developing its proprietary RNA medicines platform, PRISM, to develop and commercialize a broad pipeline of RNA medicines in a variety of therapeutic areas. Consistent with the Company’s operational structure, the Company’s chief executive officer (“CEO”), as the CODM, manages and allocates resources on a consolidated basis at the global corporate level. The results of our operations are reported on a consolidated basis for purposes of segment reporting. The CEO uses consolidated net loss that is reported on the consolidated statements of operations and comprehensive loss for the purposes of assessing performance, allocating resources and planning, monitoring budget versus actual results, and forecasting future periods.
The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company's single reporting segment. A reconciliation to consolidated operating expenses as the Company’s single segment operating loss for the three and six months ended June 30, 2026 and 2025 is included in the table below:
_(in thousands) · (in thousands)_
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Research and development expenses: | | | | |
| INHBE program | $6,870 | $3,515 | $11,706 | $6,054 |
| AATD program | 2,989 | 1,846 | 4,739 | 3,292 |
| DMD program | 3,953 | 2,681 | 8,091 | 5,719 |
| HD program | 157 | 789 | 220 | 1,956 |
| Other research and development expenses(1), including PNPLA3, additional preclinical programs, PRISM | 37,324 | 34,638 | 73,977 | 67,070 |
| Total research and development expenses | 51,293 | 43,469 | 98,733 | 84,091 |
| General and administrative expenses | 24,781 | 17,989 | 46,884 | 36,346 |
| Total operating expenses | $76,074 | $61,458 | $145,617 | $120,437 |
(1) Includes expenses related to other research and development programs, identification of potential drug discovery candidates, compensation-related expenses, internal manufacturing expenses, equipment repairs and maintenance expense, facility-related expenses, and other operating expenses, which are not allocated to specific programs.
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## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026, as amended (the “2025 Annual Report on Form 10-K”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q and the “Risk Factors” section of our 2025 Annual Report on Form 10-K, our actual results could differ materially from the results described in, or implied by, these forward-looking statements.
### Overview
We are a clinical-stage biotechnology company focused on unlocking the broad potential of ribonucleic acid (“RNA”) medicines (also known as oligonucleotides), or those targeting RNA, to transform human health. Our RNA medicines platform, PRISM®, combines multiple RNA medicine modalities, chemistry innovation, and deep insights in human genetics to deliver scientific breakthroughs that treat both rare and common disorders. Our toolkit of RNA-targeting modalities, including RNA interference (“RNAi”) (SpiNA) and RNA editing (AIMers), provides us with unmatched capabilities for designing and sustainably delivering candidates that optimally address disease biology. Our pipeline is focused on our obesity (WVE-007), alpha-1 antitrypsin deficiency (“AATD”) (WVE-006) and PNPLA3 I148M liver disease (WVE-008) programs, and also includes clinical programs for Duchenne muscular dystrophy (“DMD”) and Huntington’s disease (“HD”), as well as several preclinical programs utilizing our versatile RNA medicines platform.
We were founded on the recognition that there was a significant, untapped opportunity to use chemistry innovation to tune the pharmacological properties of oligonucleotides. We have more than a decade of experience challenging convention related to oligonucleotide design and pioneering novel chemistry modifications to optimize the pharmacological properties of our molecules. We have seen in clinical trials that these chemistry modifications enhance potency, distribution, and durability of effect of our molecules. Our novel chemistry also allows us to avoid using complex delivery vehicles, such as lipid nanoparticles and viruses, and instead use clinically proven conjugates (e.g., N-acetylgalactosamine or (“GalNAc”)) or free uptake for delivery to a variety of cell and tissue types. We maintain strong and broad intellectual property, including for our novel chemistry modifications.
Our best-in-class chemistry capabilities have also unlocked new areas of biology, such as harnessing adenosine deaminases acting on RNA (“ADAR”) enzymes for messenger RNA (“mRNA”) correction and upregulation, selectively silencing a mutant allele, and more. By opening up new areas of biology, we have also opened up new opportunities to slow, stop, or reverse disease and have expanded the possibilities offered through our platform.
The inspiration for our multimodal platform is based on the recognition that the biological machinery (i.e., enzymes) needed to address human disease already exists within our cells and can be harnessed for therapeutic purposes with the right tools. We believe that we have built the most versatile toolkit of RNA-targeting modalities in the industry, with multiple means of repairing, restoring, or reducing proteins and designing best-fit solutions based on the unique biology of a given disease target. We are actively advancing programs across modalities, including RNAi (silencing), RNA editing, which uses novel A-to-I RNA editing oligonucleotides (“AIMers”), antisense silencing, and splicing. We have also advanced novel bifunctional modalities designed to silence multiple targets or silence one target while simultaneously editing or upregulating another unique target.
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We intentionally focus on targeting the transcriptome using oligonucleotides rather than other nucleic acid modalities such as gene therapy and DNA editing. This focus enables us to:
- Leverage diversity of expression across cell types by modulating the many regulatory pathways that impact gene expression, including transcription, endogenous RNAi pathways, splicing, and translation;
- Address diseases that have historically been difficult to treat with small molecules or biologics;
- Access a variety of tissue types or cell types throughout the body and modulate the frequency of dosing for broad distribution in tissues over time;
- Avoid the risk of permanent off-target genetic changes and other challenges associated with DNA editing or gene therapy approaches; and
- Leverage well-established industry manufacturing processes and regulatory, access, and reimbursement pathways.
We are currently prioritizing lead programs that use GalNAc delivery for hepatic and metabolic diseases, each of which has potential to translate powerful human genetic insights into potentially transformational RNA medicines:
- WVE-007 is a GalNAc-conjugated siRNA (SpiNA design) targeting inhibin βE (“INHBE”) for obesity;
- WVE-006 is a GalNAc-conjugated RNA editing oligonucleotide (AIMer) for AATD;
- WVE-008 is a GalNAc-conjugated RNA editing oligonucleotide (AIMer) for PNPLA3 I148M liver disease.
Our clinical-stage portfolio also includes WVE-N531, an exon 53 splicing oligonucleotide for DMD, and WVE-003, an allele-selective oligonucleotide designed to lower mutant huntingtin (“mHTT”) protein and preserve healthy, wild-type huntingtin (“wtHTT”) protein. We are also advancing several emerging siRNA and RNA editing programs targeting both hepatic and extra-hepatic tissues.
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### Our Current Programs
Additional details regarding our lead therapeutic programs are set forth below.
Obesity
WVE-007 is a GalNAc-siRNA that utilizes our proprietary design (“SpiNA”). WVE-007 is designed to silence INHBE mRNA to induce fat loss by stimulating lipolysis (fat breakdown) while preserving muscle mass to promote and maintain a healthy metabolic profile. There are approximately 175 million people in the United States and Europe, and over one billion people globally, living with obesity, and therapeutic options beyond GLP-1 receptor agonists are needed. GLP-1 receptor agonists lead to weight loss at the expense of muscle, suppress the general reward system, and are associated with a poor tolerability profile and high discontinuation rates. Heterozygous INHBE loss-of-function (“LoF”) human carriers exhibit a healthy metabolic profile, including reduced waist-to-hip ratio and reduced odds of developing type 2 diabetes or coronary artery disease, and reduction of INHBE by 50% or more is expected to promote a healthy metabolic profile.
In preclinical diet-induced obesity (“DIO”) mouse models, a single dose of our INHBE GalNAc-siRNA has demonstrated highly potent and durable INHBE silencing (and >70% Activin E reductions), supporting once or twice a year subcutaneous dosing in humans. Weight loss was driven by visceral fat loss, and muscle mass was preserved in the mice, which is consistent with the profile of human INHBE LoF carriers. In DIO mice studies, a single dose of our INHBE GalNAc-siRNA led to a weight loss effect that was similar to daily subcutaneous injections of semaglutide for 28 days. We also observed a decrease in high fat diet-induced expansion of visceral adipose mass. This reduction of visceral fat mass was associated with significant shrinkage of adipocyte enlargement induced by a high fat diet compared with phosphate-buffered saline (“PBS”) treatment. Collectively, these results support the promotion of healthy adipose tissue with this mechanism of action, while muscle mass was preserved. In a head-to-head study in DIO mice, treatment with our INHBE GalNAc-siRNA prior to cessation of semaglutide treatment curtailed expected rebound weight gain. When administered as an add-on to semaglutide, a single dose of our INHBE GalNAc-siRNA doubled the weight loss observed with semaglutide alone, and this effect was sustained throughout the duration of the preclinical study.
In preclinical studies, we have also observed that infiltration of macrophages into visceral adipose was significantly decreased by a single dose of INHBE GalNAc-siRNA compared with PBS controls. INHBE GalNAc-siRNA also significantly reduced proinflammatory M1 macrophage (CD11c positive) while sustaining levels of anti-inflammatory M2 macrophages in visceral fat, indicating an overall shift away from a pro-inflammatory state. Further, RNA sequencing data from subcutaneous adipose tissue indicates that INHBE GalNAc-siRNA leads to the upregulation of genes promoting insulin sensitivity, fatty acid utilization and beiging of white adipose, while downregulating adipose inflammation and fibrosis pathways. RNA sequencing data from visceral adipose tissue demonstrate that our INHBE GalNAc-siRNA increased glucose and fatty acid utilization, and reduced inflammation and fibrosis in adipose tissue.
The INLIGHT trial is our first-in-human clinical study of WVE-007 in individuals living with obesity. The Phase 1 single ascending dose (“SAD”) portion of the INLIGHT trial includes otherwise healthy adults living with overweight or obesity to assess safety, tolerability, pharmacokinetics (“PK”), Activin E, body weight, biomarkers and body composition as measured by Dual-Energy X-ray Absorptiometry (“DEXA”).
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In December 2025, we announced positive interim data from the ongoing Phase 1, SAD portion of the INLIGHT trial, including three-month follow-up from the single subcutaneous 240 mg dose cohort in 32 individuals. These data demonstrated improvements in body composition including reduction in visceral fat, reduction in total fat mass, and preservation of muscle as measured by DEXA. Additionally, we shared that we observed consistent and durable serum Activin E reductions across participants, which support WVE-007’s potential for once or twice-yearly dosing. WVE-007 was generally safe and well tolerated across all dose levels (75 mg, 240 mg, 400 mg, and 600 mg).
In March 2026, we announced additional interim data from the Phase 1, SAD portion of the INLIGHT trial. Participants had an average BMI of 32 kg/m², a population with less fat and lower BMI than those in Phase 2 and 3 obesity studies. Key highlights from the update in March 2026 include:
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At six-month follow-up, a single 240 mg dose of WVE-007 demonstrated significant placebo-adjusted reductions in visceral fat (-14%; p<0.05) and total fat (-5%), stabilization of lean mass (+2%), and reductions in waist circumference (-3%) and body weight (-1%).
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The 400 mg cohort had a leaner baseline body composition, with lower BMI and more participants (10 out of 24 individuals) with healthy levels of visceral fat (≤500 g). A post-hoc analysis of the three-month 400 mg cohort results demonstrated robust and statistically significant average reduction in visceral fat (-7.8%, p<0.05) in individuals with higher baseline visceral fat (>500g), emphasizing the impact of baseline body composition on therapeutic effect.
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Consistent, durable, and dose-dependent serum Activin E reductions sustained through at least seven months continue to support WVE-007’s potential for once or twice-yearly dosing, with a mean maximum reduction of up to 88%.
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WVE-007 was generally safe and well tolerated across all dose levels (75 mg, 240 mg, 400 mg, and 600 mg).
The INLIGHT clinical trial is currently ongoing with 240 mg (n=32), 400 mg (n=32), and 600 mg (n=32) cohorts fully dosed. The INLIGHT trial is ongoing at multiple trial sites including in the United States, following clearance of an Investigational New Drug (“IND”) application. Additional data from the INLIGHT trial, including data from the 600 mg Phase 1 SAD cohort, are expected in the second half of 2026.
Dosing in the Phase 2a multidose portion of the INLIGHT trial of WVE-007 (INHBE GalNAc-siRNA) in individuals with higher BMI (35-50 kg/m2) with and without type 2 diabetes is underway. This placebo-controlled (3:1) Phase 2a study includes multiple assessments over a 12-month period, including body weight, waist circumference, body composition (MRI and DEXA), liver fat (MRI-PDFF), HbA1c, lipid levels, CRP, and muscle function. The results will inform further development of WVE-007 in obesity, as well as metabolic dysfunction-associated steatohepatitis (“MASH”), type 2 diabetes, and other cardiometabolic diseases. The first assessment in this portion of the trial is planned for three months after participants have received their first dose.
We expect to initiate combination and maintenance trials of WVE-007 in the second half of 2026.
Alpha-1 antitrypsin deficiency (“AATD”)
Our AATD program uses our novel GalNAc-conjugated AIMers (RNA editing oligonucleotides) and endogenous ADAR enzymes to correct a single base in the mutant SERPINA1 mRNA. By correcting the single RNA base mutation that causes a majority of AATD cases with the Pi*ZZ genotype (approximately 200,000 in the United States and Europe), RNA editing may provide an ideal approach for increasing circulating levels of wild-type AAT protein and reducing mutant protein aggregation in the liver, thus simultaneously addressing both the lung and liver manifestations of the disease. WVE-006 does not require lipid nanoparticle (“LNP”) delivery, which may be associated with systemic and liver toxicities, and comes without the risk of irreversible, collateral bystander edits and indels, which are associated with DNA base editing.
WVE-006 is first-in-class in AATD and is the most advanced program currently in clinical development using an oligonucleotide to harness an endogenous enzyme for RNA editing. Preclinical data show that treatment with WVE-006 resulted in serum AAT protein levels of up to 30 µM (7-fold increase) in an established AATD mouse model (NSG-PiZ). WVE-006 also led to restoration of approximately 50% wild-type M-AAT protein in serum and a 3-fold increase in neutrophil elastase inhibition activity, indicating that the restored M-AAT protein was functional. Our AATD AIMers are highly specific to SERPINA1 RNA in vitro and in vivo based on transcriptome-wide analyses.
Our RestorAATion clinical program investigating WVE-006 as a treatment for AATD is comprised of two parts: RestorAATion-1, a study of healthy volunteers, and RestorAATion-2, a Phase 1b/2a open label study designed to evaluate the safety, tolerability, pharmacodynamics and pharmacokinetics of WVE-006 in patients with AATD. The trial includes both single ascending dose and multiple ascending dose portions. The RestorAATion-2 clinical trial is fully enrolled and dosing is complete in all cohorts (200 mg, 400 mg, and 600 mg).
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We have shared interim data from the 200 mg and 400 mg single and multidose cohorts, as well as data from the 600 mg single dose cohort of RestorAAtion-2. Key highlights include:
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Robust, dose-dependent reductions of circulating, mutant Z-AAT from baseline: 70.5% in the 200 mg biweekly dose cohort (seven doses) and 67.7% in the 400 mg monthly dose cohort (four doses).
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Robust, dose-dependent restoration of wild-type M-AAT protein (canonical M-AAT) as a percentage of total circulating AAT: 64.4% in the 200 mg biweekly dose cohort (seven doses) and 58.7% in the 400 mg monthly dose cohort (four doses).
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Restoration of dynamic AAT response: Three instances of dynamic and rapid production of serum AAT protein due to acute phase responses were observed across RestorAATion-2 as indicated by concurrent C-reactive protein (CRP) and AAT elevation; this included a total AAT level of 20.6 µM and M-AAT level of 10.3 µM observed in one individual during an acute phase response due to a kidney stone following a single 200 mg dose of WVE-006. Across all available RestorAATion-2 data, CRP increases were strongly correlated with increases in AAT (r=0.73, p<0.001, n=19).
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Safety and durability: Data support monthly subcutaneous dosing, with editing sustained at least three months following the last dose in both the 200 mg and 400 mg multidose cohorts. WVE-006 continued to be well tolerated with a favorable safety profile. All adverse events (AEs) were mild to moderate in intensity, and there were no SAEs or clinically meaningful liver function test elevations.
We expect to share data from the 600 mg monthly multidose cohort of RestorAATion-2 in the second half of 2026.
Our request for a meeting regarding a potential accelerated approval pathway for WVE-006 was granted by the U.S. Food and Drug Administration (“FDA”). The meeting is scheduled for the end of summer 2026.
PNPLA3 I148M liver disease
To effectively address the manifestations of PNPLA3 I148M liver disease, we use our novel RNA editing approach and have advanced WVE-008, a GalNAc-conjugated AIMer, as our clinical candidate.
PNPLA3 I148M is a genetic driver of liver disease, including metabolic dysfunction-associated fatty liver disease (“MAFLD”), MASH, and alcoholic steatohepatitis (“ASH”). There are an estimated nine million homozygous PNPLA3 I148M individuals with liver disease in the United States and Europe. Homozygous carriers have a near nine-fold higher risk of liver-related death compared to non-carriers. Additionally, homozygous PNPLA3 I148M carriers with MASH may experience more severe disease with faster progression to advanced fibrosis and end-stage liver disease.
The PNPLA3 protein plays a critical role in hepatic lipid metabolism by balancing triglyceride storage and secretion, and supporting lipid remodeling, lipid mobilization, and retinol metabolism. The PNPLA3 I148M variant leads to a gain-of-function and contributes to liver disease by aggravating steatosis, inflammation, fibrosis, and ballooning. Therapeutic approaches aimed at silencing PNPLA3 may address liver fat accumulation, but they provide limited benefit in restoring retinol metabolism; fibrosis, ballooning, and inflammation are expected to persist. In contrast, an RNA editing approach to restore, rather than silence, PNPLA3 function in homozygous PNPLA3 I148M carriers should address liver disease by restoring lipid metabolism and reversing steatosis, fibrosis, ballooning, and inflammation.
In preclinical studies, we have demonstrated that our PNPLA3 GalNAc-AIMer restores functional PNPLA3 protein and decreases lipid accumulation. We expect to file a clinical trial application for WVE-008 in the second half of 2026.
Duchenne muscular dystrophy (“DMD”)
In DMD, we are advancing WVE-N531, which is designed to skip exon 53 within the dystrophin gene – a therapeutic approach that would address approximately 8-10% of DMD cases. WVE-N531 is designed to cause the cellular splicing machinery to skip over exon 53 during pre-mRNA processing, which restores the dystrophin mRNA reading frame and enables production of a truncated, but functional, dystrophin protein. Exon skipping produces dystrophin from the endogenous dystrophin gene (not micro or mini dystrophin expressed from a foreign vector), under the control of native gene-regulatory elements, resulting in physiological control over its expression. WVE-N531 is our first splicing candidate incorporating PN backbone (“PN”) chemistry to be assessed in the clinic. In the third quarter of 2024, the FDA granted Rare Pediatric Disease Designation and Orphan Drug Designation to WVE-N531.
FORWARD-53, the Phase 1b/2a proof-of-concept, open label trial of WVE-N531 included “Part A,” in which 3 boys received 3 doses of WVE-N531 at 10 mg/kg every two weeks and “Part B,” in which 11 boys initially received 10 mg/kg every two weeks for 48 weeks. In “Part B”, biopsy data was gathered from eight boys after 24 and 48 weeks, as well as safety and functional outcome assessments for all participants. Key results from the study included:
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WVE-N531 uptake in myogenic stem cells, which are integral to muscle regeneration, and in myofibers;
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Mean WVE-N531 skeletal muscle concentrations of ~41,000 ng/g and a 61-day tissue half-life support monthly dosing;
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Statistically significant and clinically meaningful improvement of 3.8 seconds in Time-to-Rise vs. natural history with largest effect observed relative to any approved dystrophin restoration therapy at 48 weeks; additional functional benefits observed in other outcome measures including North Star Ambulatory Assessment (“NSAA”);
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First-ever demonstration of substantial improvements in muscle health with exon skipping – statistically significant reduction in fibrosis driven by decreases in inflammation and necrosis, coupled with transition from regenerative to mature muscle; decreases in creatine kinase and circulating inflammatory biomarkers;
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Dystrophin expression stabilized between 24 and 48 weeks and averaged 7.8% with 88% of boys above 5% average dystrophin; and
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WVE-N531 was generally safe and well-tolerated with no SAEs observed.
All participants in FORWARD-53 elected to advance to the extension portion of the clinical trial, which is currently ongoing with boys receiving monthly doses of WVE-N531. To augment monthly data and ensure a monthly regimen at a potential launch, we expanded FORWARD-53 to include additional boys on a monthly dosing regimen. We are evaluating the evolving regulatory and commercial landscape in DMD and exploring potential partnerships in advance of filing a New Drug Application (“NDA”).
Huntington’s disease (“HD”)
WVE-003 is our stereopure allele-selective oligonucleotide that incorporates our proprietary PN chemistry and is designed to selectively target rs362273, a variant of the single nucleotide polymorphism (“SNP”), “mHTT SNP3”, associated with the disease-causing mHTT mRNA transcript within the HTT gene (Iwamoto et al., MTNA). Targeting mRNA through SNP3 allows us to lower expression of transcript from the mutant allele, while leaving the healthy transcript relatively intact, thereby preserving wild-type (healthy) huntingtin (“wtHTT”) protein, which is important for neuronal function. Approximately 40% of the HD population carries SNP3 according to published literature (Carroll et al., Molecular Therapy, 2011), and up to 80% of HD may be addressed in the future with other SNP-targeted candidates.
SELECT-HD was a global, multicenter, randomized, double-blind, placebo-controlled Phase 1b/2a clinical trial to assess the safety and tolerability of WVE-003 in people with a confirmed diagnosis of HD who were in the early stages of the disease and carry SNP3 in association with their cytosine adenine guanine (“CAG”) expansion. Additional objectives included assessing PK and exploratory pharmacodynamics and clinical endpoints.
In June 2024, we announced positive clinical data from the SELECT-HD study. Results from the multi-dose portion of the trial, which evaluated three doses of 30 mg WVE-003 administered every eight weeks, showed clear translation of target engagement to clinic with statistically significant, potent, durable and allele-selective reductions in cerebrospinal fluid (“CSF”) mHTT of up to a mean 46%, with preservation of wtHTT protein. The multi-dose cohort also revealed a statistically significant correlation between mHTT reduction and slowing of caudate atrophy, indicating a potential benefit of allele-selective mHTT reductions. Caudate atrophy, as measured by MRI, is a well-characterized measure of disease progression in HD. In the multi-dose cohort, WVE-003 was generally safe and well-tolerated, with mild-to-moderate adverse events (“AEs”) and no SAEs. In November 2024, five months after a patient completed their final safety visit, an SAE was reported that we assessed to be not related to WVE-003.
Following our positive clinical results, we initiated engagement with the FDA. In November 2024, we received supportive initial feedback from the FDA, who recognize the severity of HD and are receptive to and engaged with us regarding a potential pathway to accelerated approval. The FDA is open to our plan to evaluate biomarkers, including caudate atrophy, as an endpoint to assess HD progression with the potential to predict clinical outcomes. Also in November 2024, the FDA granted Orphan Drug Designation to WVE-003.
We have prepared an IND application for a potentially registrational Phase 2/3 study of WVE-003 and would plan to submit it in conjunction with a prospective strategic partner.
Discovery Pipeline
We are advancing new targets across multiple disease areas to expand our pipeline of wholly owned programs. Our compelling preclinical data demonstrate that our oligonucleotides can distribute to various tissues and cells without complex delivery vehicles, enabling us to address a wide variety of diseases. Within RNA editing, we have demonstrated clinically that we can address monogenic diseases by correcting the disease-causing mutation, as evidenced by restoration of healthy protein function for the treatment of AATD. Beyond correction, we have preclinical data demonstrating our ability to increase the stability of the mRNA transcript to upregulate protein levels. Within RNAi, we have shared preclinical data which show that our SpiNA designs enable RNAi-mediated silencing by further improving Ago2 loading and pharmacokinetics, leading to increased potency and durability compared to industry benchmarks. With our SpiNA designs, our preclinical data demonstrate we can silence targets in extra-hepatic tissues including adipose, skeletal muscle, heart, central nervous system (“CNS”), and kidney. We are utilizing a combination of human genetics and artificial intelligence (“AI”) for target discovery and oligonucleotide design, and we have initiated a number of
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preclinical RNA editing and RNAi programs supported by evidence from human genetics, that leverage easily accessible biomarkers, offer efficient paths to proof-of-concept in humans, and represent meaningful commercial opportunities.
We have applied learnings from across our platform and chemistry optimization to investigate new bifunctional modalities which combine RNAi and RNA editing or dual RNAi silencing into a single oligonucleotide construct. These constructs are designed to silence multiple targets or silence one target while simultaneously editing or upregulating another distinct target. We demonstrated the ability of a single bifunctional oligonucleotide to engage in silencing and editing in vivo in mice using a GalNAc-conjugated oligonucleotide that is designed to edit UGP2 and silence TTR. In a separate preclinical study, we also demonstrated that we were able to upregulate low-density lipoprotein receptor and silence PCSK9 using a single construct in primary human hepatocytes.
Through our collaboration with GlaxoSmithKline Intellectual Property (No. 3) (“GSK”), we are actively working on multiple target validation programs as GSK-partnered programs, for which all of our costs and expenses are prepaid by GSK. GSK has selected four programs, across multiple modalities in both hepatic and extra-hepatic tissues, to advance to development candidates following achievement of target validation, which have resulted in additional payments to us under the collaboration.
### Recent Developments
As previously disclosed on April 15, 2026, Wave Life Sciences Ltd., a public company limited by shares incorporated under the laws of the Republic of Singapore (“Wave-Singapore”), announced that it has decided to restructure its corporate group to cause the parent company of the group to be a Delaware corporation (the “Redomiciliation”). On June 22, 2026, we obtained the requisite shareholder approval required in connection with the Redomiciliation to the United States by way of the implementation of a statutory procedure known as a scheme of arrangement under Section 210 of the Companies Act 1967 of Singapore (the “Scheme of Arrangement”). On July 14, 2026, the Scheme of Arrangement was approved by the High Court of the Republic of Singapore. We expect the Redomiciliation to take effect in August 2026. Under U.S. GAAP, the Scheme of Arrangement required for the Redomiciliation will be accounted for consistent with a reorganization of entities under common control.
On June 29, 2026, we entered into an amendment to extend the term of our lease for our manufacturing facility in Lexington, Massachusetts. We leveraged market conditions to secure our existing, state-of-the-art, oligonucleotide space through at least January 2038. In addition to manufacturing space, the Lexington facility includes additional laboratory and office space. This facility supplements our existing Cambridge, Massachusetts laboratory and office space headquarters and enhances our ability to secure drug substance for current and future development activities.
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### Financial Operations Overview
We have never been profitable, and since our inception, we have incurred significant operating losses. Our net loss for the three months ended June 30, 2026 and 2025 was $69.4 million and $50.5 million, respectively. Our net loss for the six months ended June 30, 2026 and 2025 was $95.4 million and $97.3 million, respectively. As of June 30, 2026 and December 31, 2025, we had an accumulated deficit of $1,421.7 million and $1,326.2 million, respectively. We expect to continue to incur significant expenses and operating losses for the foreseeable future.
### Revenue
We recognize collaboration revenue under the GSK Collaboration Agreement (as defined in Note 7 in the notes to our unaudited consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q), which became effective in January 2023. We have not generated any product revenue since our inception and do not expect to generate any revenue from the sale of products for the foreseeable future.
### Operating Expenses
Our operating expenses since inception have consisted primarily of research and development expenses and general and administrative expenses.
### Research and Development Expenses
Research and development expenses consist primarily of costs incurred for our research activities, including our discovery efforts, and the development of our product candidates, which include:
- compensation-related expenses, including employee salaries, bonuses, share-based compensation expense and other related benefits expenses for personnel in our research and development organization;
- expenses incurred under agreements with third parties, including contract research organizations (“CROs”) that conduct research, preclinical and clinical activities on our behalf, as well as contract manufacturing organizations (“CMOs”) that manufacture drug product for use in our preclinical studies and clinical trials;
- expenses incurred related to our internal manufacturing of drug substance for use in our preclinical studies and clinical trials;
- expenses related to compliance with regulatory requirements;
- expenses related to third-party consultants;
- research and development supplies and services expenses; and
- facility-related expenses, including rent, maintenance and other general operating expenses.
We recognize research and development costs as incurred. We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our vendors. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our financial statements as prepaid or accrued expenses.
Our primary research and development focus has been the development of our RNA medicines platform, PRISM. We are using PRISM, which combines multiple modalities, chemistry innovation and deep insights in human genetics, to deliver scientific breakthroughs that treat both rare and common disorders, and advance our pipeline of RNA medicines.
Our research and development expenses consist primarily of expenses related to our CROs, CMOs, consultants, other external vendors and fees paid to global regulatory agencies to conduct our clinical trials, in addition to compensation-related expenses, internal manufacturing expenses, facility-related expenses and other general operating expenses. These expenses are incurred in connection with research and development efforts and our preclinical studies and clinical trials. We track certain external expenses on a program-by-program basis. However, we do not allocate compensation-related expenses, internal manufacturing expenses, equipment repairs and maintenance expenses, facility-related expenses or other operating expenses to specific programs. These expenses, which are not allocated on a program-by-program basis, are included in the “Other research and development expenses(1), including PNPLA3, additional preclinical programs, PRISM” category along with other external expenses related to our discovery and development programs, as well as platform development and identification of potential drug discovery candidates.
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Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect to continue to incur significant research and development expenses in the foreseeable future as we continue to manage our existing clinical trials, initiate additional clinical trials for certain product candidates, pursue later stages of clinical development for certain product candidates, maintain our manufacturing capabilities and continue to discover and develop additional product candidates in multiple therapeutic areas.
### General and Administrative Expenses
General and administrative expenses consist primarily of compensation-related expenses, including salaries, bonuses, share-based compensation and other related benefits costs for personnel in our executive, finance, corporate, legal and administrative functions, as well as compensation-related expenses for our board of directors. General and administrative expenses also include legal fees; expenses associated with being a public company; professional fees for accounting, auditing, tax and consulting services; insurance costs; travel expenses; other operating costs; and facility-related expenses.
### Other Income, Net
Other income, net is comprised primarily of interest income on cash, cash equivalents and marketable securities and, refundable tax credits from tax authorities. We recognize refundable tax credits when there is reasonable assurance that we will comply with the requirements of the refundable tax credit and that the refundable tax credit will be received.
### Income Taxes
We are a Singapore multi-national company subject to taxation in the United States and various other jurisdictions.
### Critical Accounting Policies and Significant Judgments and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of our financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amount of assets, liabilities, revenue, costs and expenses and related disclosures. Management considers many factors in selecting appropriate financial accounting policies and in developing the estimates and assumptions that are used in the preparation of the financial statements. Management must apply significant judgment in this process. We believe that our revenue recognition policy, particularly (a) assessing the number of performance obligations; (b) determining the transaction price; (c) allocating the transaction price to the performance obligations in the contract; and (d) determining the pattern over which performance obligations are satisfied, including estimates to complete performance obligations, and the assumptions and estimates used in our analysis of contracts with CROs and CMOs to estimate the contract expense, involve a greater degree of judgment, and therefore we consider them to be our critical accounting policies. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.
### Results of Operations
### Comparison of the three months ended June 30, 2026 and 2025
_(in thousands)_
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Change |
| --- | --- | --- | --- |
| Revenue | $2,272 | $8,699 | $(6,427) |
| Operating expenses: | | | |
| Research and development | 51,293 | 43,469 | 7,824 |
| General and administrative | 24,781 | 17,989 | 6,792 |
| Total operating expenses | 76,074 | 61,458 | 14,616 |
| Loss from operations | (73,802) | (52,759) | (21,043) |
| Total other income, net | 4,447 | 2,290 | 2,157 |
| Loss before income taxes | (69,355) | (50,469) | (18,886) |
| Income tax benefit | — | — | — |
| Net loss | $(69,355) | $(50,469) | $(18,886) |
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Revenue
Revenue for the three months ended June 30, 2026 and 2025 was $2.3 million and $8.7 million, respectively, and is comprised of revenue earned under the GSK Collaboration Agreement.
Research and Development Expenses
_(in thousands)_
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Change |
| --- | --- | --- | --- |
| INHBE program | $6,870 | $3,515 | $3,355 |
| AATD program | 2,989 | 1,846 | 1,143 |
| DMD program | 3,953 | 2,681 | 1,272 |
| HD program | 157 | 789 | (632) |
| Other research and development expenses(1), including PNPLA3, additional preclinical programs, PRISM | 37,324 | 34,638 | 2,686 |
| Total research and development expenses | $51,293 | $43,469 | $7,824 |
(1) Includes expenses related to other research and development programs, identification of potential drug discovery candidates, compensation-related expenses, internal manufacturing expenses, equipment repairs and maintenance expense, facility-related expenses, and other operating expenses, which are not allocated to specific programs.
Research and development expenses were $51.3 million for the three months ended June 30, 2026, compared to $43.5 million for the three months ended June 30, 2025. The increase of approximately $7.8 million was due to the following:
- an increase of $3.4 million in external expenses related to our INHBE program, including WVE-007 (RNAi);
- an increase of $1.1 million in external expenses related to our AATD program, WVE-006 (RNA editing);
- an increase of $1.3 million in external expenses related to our DMD program, including WVE-N531 (splicing);
- a decrease of $0.6 million in external expenses related to our HD program, including WVE-003 (silencing); and
- an increase of approximately $2.7 million in other research and development expenses, including PNPLA3, additional preclinical programs, PRISM, and internal and external research and development expenses that are not allocated on a program-by-program basis or are related to other discovery and development programs, and the identification of potential drug discovery candidates. This is mainly due to increases in compensation-related expenses, partially offset by decreases in other external research and development expenses.
General and Administrative Expenses
General and administrative expenses were $24.8 million for the three months ended June 30, 2026, as compared to approximately $18.0 million for the three months ended June 30, 2025. The increase of approximately $6.8 million was primarily driven by increases in compensation-related and other external expenses.
Other Income, Net
Other income, net for the three months ended June 30, 2026 and 2025 was $4.4 million and $2.3 million, respectively, and consisted primarily of interest income on cash, cash equivalents and marketable securities.
Income Tax Benefit
During the three months ended June 30, 2026 and 2025, we recorded no income tax benefit or provision. We maintained a full valuation allowance for the three months ended June 30, 2026 and 2025 in all jurisdictions due to uncertainty regarding future taxable income.
27
### Comparison of the six months ended June 30, 2026 and 2025
_(in thousands)_
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Change |
| --- | --- | --- | --- |
| Revenue | $40,518 | $17,874 | $22,644 |
| Operating expenses: | | | |
| Research and development | 98,733 | 84,091 | 14,642 |
| General and administrative | 46,884 | 36,346 | 10,538 |
| Total operating expenses | 145,617 | 120,437 | 25,180 |
| Loss from operations | (105,099) | (102,563) | (2,536) |
| Total other income, net | 9,657 | 5,216 | 4,441 |
| Loss before income taxes | (95,442) | (97,347) | 1,905 |
| Income tax benefit | — | — | — |
| Net loss | $(95,442) | $(97,347) | $1,905 |
Revenue
Revenue for the six months ended June 30, 2026 and 2025 was $40.5 million and $17.9 million, respectively, and is comprised of revenue earned under the GSK Collaboration Agreement. The year-over-year change in revenue was primarily driven by the recognition of the remaining deferred revenue related to the AATD performance obligation ($35.9 million), which was fully satisfied upon the termination of the AATD license, in the six months ended June 30, 2026.
Research and Development Expenses
_(in thousands)_
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Change |
| --- | --- | --- | --- |
| INHBE program | $11,706 | $6,054 | $5,652 |
| AATD program | 4,739 | 3,292 | 1,447 |
| DMD program | 8,091 | 5,719 | 2,372 |
| HD program | 220 | 1,956 | (1,736) |
| Other research and development expenses(1), including PNPLA3, additional preclinical programs, PRISM | 73,977 | 67,070 | 6,907 |
| Total research and development expenses | $98,733 | $84,091 | $14,642 |
(1) Includes expenses related to other research and development programs, identification of potential drug discovery candidates, compensation-related expenses, internal manufacturing expenses, equipment repairs and maintenance expense, facility-related expenses, and other operating expenses, which are not allocated to specific programs.
Research and development expenses were $98.7 million for the six months ended June 30, 2026, compared to $84.1 million for the six months ended June 30, 2025. The increase of approximately $14.6 million was due to the following:
- an increase of $5.7 million in external expenses related to our INHBE program, including WVE-007 (RNAi);
- an increase of $1.4 million in external expenses related to our AATD program, WVE-006 (RNA editing);
- an increase of $2.4 million in external expenses related to our DMD program, including WVE-N531 (splicing);
- a decrease of $1.7 million in external expenses related to our HD program, including WVE-003 (silencing); and
- an increase of approximately $6.9 million in other research and development expenses, including PNPLA3, additional preclinical programs, PRISM, and internal and external research and development expenses that are not allocated on a program-by-program basis or are related to other discovery and development programs, and the identification of potential drug discovery candidates. This is mainly due to increases in compensation-related expenses, partially offset by decreases in other external research and development expenses.
28
General and Administrative Expenses
General and administrative expenses were $46.9 million for the six months ended June 30, 2026, as compared to approximately $36.3 million for the six months ended June 30, 2025. The increase of approximately $10.6 million was primarily driven by increases in compensation-related and other external expenses.
Other Income, Net
Other income, net for the six months ended June 30, 2026 and 2025 was $9.7 million and $5.2 million, respectively, and consisted primarily of interest income on cash, cash equivalents and marketable securities.
Income Tax Benefit
During the six months ended June 30, 2026 and 2025, we recorded no income tax benefit or provision. We maintained a full valuation allowance for the six months ended June 30, 2026 and 2025 in all jurisdictions due to uncertainty regarding future taxable income.
### Liquidity and Capital Resources
Since our inception, we have not generated any product revenue and have incurred recurring net operating losses. To date, we have primarily funded our operations through public and other registered offerings of our ordinary shares and other securities, collaborations with third parties and private placements of debt and equity securities. Through June 30, 2026, we have received an aggregate of approximately $2,086.7 million in net proceeds from these transactions, consisting of approximately $1,450.5 million in net proceeds from public and other registered offerings of our ordinary shares and other securities, $546.9 million from our collaborations and $89.3 million in net proceeds from private placements of our debt and equity securities.
As of June 30, 2026, we had cash and cash equivalents totaling $368.0 million, marketable securities of $122.6 million, restricted cash of $3.8 million and an accumulated deficit of $1,421.7 million.
We expect that our existing cash, cash equivalents and marketable securities will be sufficient to fund our operations for at least the next twelve months from the issuance date of these financial statements. We have based this expectation on assumptions that may prove to be incorrect, and we may use our available capital resources sooner than we currently expect. In addition, we may elect to raise additional funds before we need them if the conditions for raising capital are favorable due to market conditions or strategic considerations, even if we expect we have sufficient funds for our current or future operating plans.
Our operating lease commitments as of June 30, 2026 total approximately $65.3 million, of which approximately $2.9 million is related to payments in 2026 and approximately $62.4 million is related to payments beyond 2026.
On November 12, 2024, we filed a shelf registration statement on Form S-3ASR with the SEC for which we registered for sale an indeterminate amount of any combination of our ordinary shares, debt securities, warrants, rights and/or units from time to time and at prices and on terms that we may determine, which we refer to as the “2024 WKSI Shelf”. Our 2024 WKSI Shelf includes a prospectus covering up to an aggregate of $250.0 million in ordinary shares that we are able to issue and sell from time to time, through Jefferies LLC acting as our sales agent, pursuant to the Open Market Sale Agreement, dated May 10, 2019, as amended by Amendment No. 1, dated as of March 2, 2020, Amendment No. 2, dated as of March 3, 2022, and Amendment No. 3, dated November 12, 2024, for our “at-the-market” equity program. For the three and six months ended June 30, 2026, we made no sales under our “at-the-market" equity program.
Adequate additional financing may not be available to us on acceptable terms, or at all. Our inability to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We will need to generate significant revenue to achieve profitability, and we may never do so.
### Cash Flows
The following table summarizes our cash flow activity:
_(in thousands)_
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Net cash used in operating activities | $(113,135) | $(109,051) |
| Net cash used in investing activities | (123,892) | (471) |
| Net cash provided by financing activities | 2,857 | 15,848 |
| Effect of foreign exchange rates on cash, cash equivalents, and restricted cash | 119 | 101 |
| Net decrease in cash, cash equivalents, and restricted cash | $(234,051) | $(93,573) |
29
Operating Activities
During the six months ended June 30, 2026, operating activities used $113.1 million of cash, due to our net loss of $95.4 million, by changes in operating assets and liabilities of $42.1 million and non-cash charges of $24.4 million. The largest changes in operating assets and liabilities were the $29.6 million decrease in deferred revenue and the $8.3 million decrease in accrued expenses and other current liabilities.
During the six months ended June 30, 2025, operating activities used $109.1 million of cash, due to our net loss of $97.3 million and changes in operating assets and liabilities of $27.2 million, offset by non-cash charges of $15.5 million. The largest changes in operating assets and liabilities were the $16.3 million decrease in deferred revenue and the $8.1 million decrease in accrued expenses and other current liabilities.
Investing Activities
During the six months ended June 30, 2026, investing activities used $123.9 million of cash, which was primarily related to purchases of marketable securities.
During the six months ended June 30, 2025, investing activities used $0.5 million of cash, related to purchases of property and equipment.
Financing Activities
During the six months ended June 30, 2026, net cash provided by financing activities was $2.9 million, which was primarily due to $2.3 million in proceeds from the exercise of share options.
During the six months ended June 30, 2025, net cash provided by financing activities was $15.8 million, which was primarily due to $12.4 million in net proceeds from sales under our “at-the-market” equity program and $3.0 million in proceeds from the exercise of share options.
### Funding Requirements
We expect to continue to incur significant expenses in connection with our ongoing research and development activities and our internal cGMP manufacturing activities. Furthermore, we anticipate that our expenses will continue to vary if and as we:
- continue to conduct our clinical trials evaluating our product candidates in patients;
- conduct research and preclinical development of discovery targets and advance additional programs into clinical development;
- file clinical trial applications with global regulatory agencies and conduct clinical trials for our programs;
- make strategic investments in continuing to innovate our research and development platform, PRISM, and in optimizing our manufacturing processes and formulations;
- maintain our manufacturing capabilities through our internal facility and our CMOs;
- maintain our intellectual property portfolio and consider the acquisition of complementary intellectual property;
- seek and obtain regulatory approvals for our product candidates;
- respond to the impacts of local and global health epidemics, geopolitical conflicts, global economic uncertainty, rising inflation, tariffs, rising interest rates or market disruptions on our business; and
- establish and build capabilities to market, distribute and sell our product candidates.
30
We may experience delays or encounter issues with any of the above, including but not limited to failed studies, complex results, safety issues or other regulatory challenges.
Because of the numerous risks and uncertainties associated with the development of drug candidates and because the extent to which we may enter into collaborations with third parties for development of product candidates is unknown, we are unable to estimate the amounts of future capital outlays and operating expenses associated with completing the research and development for our therapeutic programs. Our future capital requirements for our therapeutic programs will depend on many factors, including:
- the progress, results and costs of conducting research and continued preclinical and clinical development for our therapeutic programs and future potential pipeline candidates;
- the number and characteristics of product candidates and programs that we pursue;
- the cost of manufacturing clinical supplies of our product candidates;
- whether and to what extent milestone events are achieved under our collaboration with GSK or any potential future licensee or collaborator;
- the costs, timing and outcome of regulatory review of our product candidates;
- our ability to obtain marketing approval for our product candidates;
- the impacts of local and global health epidemics, geopolitical conflicts, global economic uncertainty, tariffs, rising inflation, rising interest rates or market disruptions on our business;
- the costs and timing of future commercialization activities, including manufacturing, marketing, sales and distribution, for any of our product candidates for which we receive marketing approval;
- market acceptance of our product candidates, to the extent any are approved for commercial sale, and the revenue, if any, received from commercial sales of our product candidates for which we receive marketing approval;
- the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims;
- the effect of competing technological and market developments; and
- the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for product candidates.
Identifying potential product candidates and conducting preclinical testing and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success. Our product revenue, if any, will be derived from sales of products that we do not expect to be commercially available for many years, if ever. Accordingly, we will need to obtain substantial additional funds to achieve our business objectives.
Adequate additional funds may not be available to us on acceptable terms when we need them, or at all. We do not currently have any committed external source of funds, except for possible future payments from GSK under our collaboration with them. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing shareholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our shareholders. Additional debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends and may require the issuance of warrants, which could potentially dilute our shareholders’ ownership interests.
If we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development programs or any future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
31
## Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates, as well as, to a lesser extent, inflation and capital market risk.
### Interest Rate Risk
We are exposed to interest rate risk in the ordinary course of our business. Our cash and cash equivalents are comprised of funds held in checking accounts and money market accounts. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations and we do not enter into investments for trading or speculative purposes.
### Foreign Currency Risk
Due to our operations outside of the United States, we are exposed to market risk related to changes in foreign currency exchange rates. Historically, we have not hedged our foreign currency exposure. Changes in the relative values of currencies occur regularly and, in some instances, could materially adversely affect our business, our financial conditions, our results of operations or our cash flows. For the three and six months ended June 30, 2026 and 2025, changes in foreign currency exchange rates did not have a material impact on our historical financial position, our business, our financial condition, our results of operations or our cash flows.
### Inflation Risk
We do not believe that inflation had a material effect on our business, financial condition, results of operations or cash flows in the last two years. If global inflation trends continue, we expect appreciable increases in clinical trial, labor, and other operating costs.
### Capital Market Risk
We currently have no product revenues and depend on funds raised through other sources. One possible source of funding is through further equity offerings. Our ability to raise funds in this manner depends upon capital market forces affecting our share price, including impacts of global economic uncertainty on the capital markets.
## Item 4. Controls and Procedures
### Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
### Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
32
PART II – OTHER INFORMATION
## Item 1. Legal Proceedings
We are not currently a party to any material legal proceedings.
## Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under the caption “Risk Factors” that appear in Item 1A of our 2025 Annual Report on Form 10-K.
## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
### Recent Unregistered Sales of Equity Securities
None.
### Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the three months ended June 30, 2026.
## Item 3. Defaults Upon Senior Securities
None.
## Item 4. Mine Safety Disclosures
Not applicable.
## Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2026, certain of our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors entered into contracts, instructions or written plans (each, a “Rule 10b5-1 Trading Plan” and collectively, the “Rule 10b5-1 Trading Plans”) for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We describe the material terms of these Rule 10b5-1 Trading Plans below.
On May 26, 2026, Paul B. Bolno, M.D., MBA, our President and Chief Executive Officer, adopted a Rule 10b5-1 Trading Plan providing for the sale of up to an aggregate of 2,924,270 of our ordinary shares pursuant to the terms of such Rule 10b5-1 Trading Plan. Dr. Bolno's Rule 10b5-1 Trading Plan is active until December 31, 2026, or earlier, if and when all transactions under the Rule 10b5-1 Trading Plan are completed.
On May 22, 2026, Erik Ingelsson, M.D., Ph.D., our Chief Scientific Officer, adopted a Rule 10b5-1 Trading Plan providing for the sale of up to an aggregate of 131,250 of our ordinary shares pursuant to the terms of such Rule 10b5-1 Trading Plan. Dr. Ingelsson's Rule 10b5-1 Trading Plan is active until March 15, 2027, or earlier, if and when all transactions under the Rule 10b5-1 Trading Plan are completed.
On May 22, 2026, Kyle Moran, CFA, our Chief Financial Officer, adopted a Rule 10b5-1 Trading Plan providing for the sale of up to an aggregate of 225,000 of our ordinary shares pursuant to the terms of such Rule 10b5-1 Trading Plan. Mr. Moran's Rule 10b5-1 Trading Plan is active until March 19, 2027, or earlier, if and when all transactions under the Rule 10b5-1 Trading Plan are completed.
On May 22, 2026, Chandra Vargeese, Ph.D., our Chief Technology Officer, Head of Platform Discovery Sciences, adopted a Rule 10b5-1 Trading Plan providing for the sale of up to an aggregate of 152,786 of our ordinary shares pursuant to the terms of such Rule 10b5-1 Trading Plan. Dr. Vargeese’s Rule 10b5-1 Trading Plan is active until February 26, 2027, or earlier, if and when all transactions under the Rule 10b5-1 Trading Plan are completed.
33
Except as disclosed above, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K, during the fiscal quarter ended June 30, 2026.
34
## Item 6. Exhibits
| Exhibit Number | Exhibit Description | Filedwith this Report | Incorporated by Reference hereinfrom Form or Schedule | Filing Date | SECFile/Reg.Number |
| --- | --- | --- | --- | --- | --- |
| 2.1 | Implementation Agreement, dated as of April 15, 2026 | | Form 8-K (Exhibit 2.1) | 4/15/2026 | 001-37627 |
| 10.1+ | Second Amendment (to Lease) by and between Wave Life Sciences USA, Inc. and Hartwell Innovation Campus, LLC LLC (as successor-in-interest to King 115 Hartwell LLC), dated as of June 29, 2026 | X | | | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer | X | | | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer | X | | | |
| 32* | Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer | X | | | |
| 101.INS | Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its Inline XBRL tags are embedded within the Inline XBRL document | X | | | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | | | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | X | | | |
(+) Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.
(*) The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are 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 such Form 10-Q), irrespective of any general incorporation language contained in such filing.
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WAVE LIFE SCIENCES LTD.
Date: July 30, 2026 By: /s/ Paul B. Bolno, M.D., MBA
Paul B. Bolno, M.D., MBA
President and Chief Executive Officer
(Principal Executive Officer)
Date: July 30, 2026 By: /s/ Kyle Moran, CFA
Kyle Moran, CFA
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
36
---
## EX-10.1
SEC source: [wve-ex10_1.htm](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-ex10_1.htm)
Exhibit 10.1
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”), dated as of June 29, 2026 (the “Effective Date”), is entered into by and between HARTWELL INNOVATION CAMPUS, LLC, a Delaware limited liability company (“Landlord”), and WAVE LIFE SCIENCES USA, INC., a Delaware corporation (“Tenant”).
R e c i t a l s
A.
Landlord (as successor-in-interest to King 115 Hartwell LLC, a Delaware limited liability company) and Tenant are the current parties to that certain Indenture of Lease, dated September 26, 2016 (the “Original Lease”), as amended by that certain First Amendment, dated December 31, 2016 (the “First Amendment”; together with the Original Lease, the “Lease”).
B.
Pursuant to the Lease, Landlord leases to Tenant, and Tenant leases from Landlord, those certain premises agreed to contain approximately 91,211 rentable square feet (the “Premises”), being comprised of:
(i)
the Office/Lab Premises, containing approximately 87,988 rentable square feet of space;
(ii)
the PH System Premises, containing approximately 1,034 rentable square feet of space;
(iii)
the Loading Dock Premises, containing approximately 264 rentable square feet of space; and
(iv)
the Penthouse Premises, containing approximately 1,925 rentable square feet of space.
C.
The Premises comprises the entire rentable area of the building known and numbered as 115 Hartwell Avenue, Lexington, Massachusetts 02421 (the “Building”).
D.
The Term of the Lease is currently scheduled to expire on January 31, 2028 (the “Existing Expiration Date”).
E.
Tenant and Landlord are entering into this Second Amendment to (i) extend the Term of Lease and (ii) amend certain other terms and conditions of the Lease as hereinafter set forth.
NOW, THEREFORE, in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1.
Recitals; Capitalized Terms. All the foregoing recitals are true and correct. Unless otherwise defined herein, all capitalized terms used in this Second Amendment shall have the meaning ascribed to them in the Lease, and all references to “the Lease” or “this Lease” or “herein” or “hereunder” or similar terms or to any sections thereof shall mean the Lease, or such section thereof, as modified by this Second Amendment.
2.
Extension of Term. The Term of the Lease is hereby extended for an additional period of one hundred twenty (120) months (the “Extended Term”), commencing on February 1, 2028 (the “First Extended Term Commencement Date”), and expiring on January 31, 2038 (the “First Extended Term Expiration Date”), unless sooner terminated or otherwise extended in accordance with the Lease. The Extended Term shall be upon all of the same terms and conditions of the Lease in effect immediately preceding the First Extended Term Commencement Date, except as set forth in this Second Amendment. Whereas Tenant is currently in occupancy of the Premises, Tenant shall accept the Premises in their “as-is” condition for the Extended Term without any obligation on the part of Landlord to perform any additions, alterations, or demolition in the Premises or to provide any tenant improvement allowance (except as expressly set forth in the Work Letter attached hereto as Exhibit C (the “Work Letter”)). The parties hereto acknowledge and agree that Article 3 to the Original Lease and, except for Section 18 of the Exhibit 3 to the Original Lease, Exhibits 3, 3-1, 3-2, 3-3, and 3-4 of the Original Lease are not applicable to the Extended Term
Page 1
(as it may be extended). The foregoing shall not limit Landlord’s obligation to disburse the Second Amendment TI Allowance pursuant to the Work Letter.
3.
Security Deposit. Landlord and Tenant acknowledge that Landlord is currently holding the Letter of Credit in the Security Amount of $2,558,305.00, which is subject to an outside expiry date of February 29, 2028. Tenant shall, by not later than thirty (30) days following the Effective Date of this Second Amendment, deliver to Landlord an amended or replacement Letter of Credit (in the form required under Article 7 of the Original Lease) in the Security Amount, where the outside expiry date shall be no earlier than March 18, 2038, and shall name Landlord as the beneficiary thereof, using the following name and address:
Hartwell Innovation Campus, LLC
c/o Healthpeak OP, LLC
3000 Meridian Boulevard, Suite 300
Franklin, TN 37067
Such amended or replacement Letter of Credit (as applicable) shall continue to be held by Landlord in accordance with, and subject to, the terms and conditions of the Lease. If Tenant delivers to Landlord a replacement Letter of Credit (in the form required under Article 7 of the Original Lease) in the Security Amount, then Landlord shall return to Tenant the existing Letter of Credit held by Landlord within thirty (30) days following such delivery by Tenant.
4.
Base Rent.
A.
As of the Effective Date of this Second Amendment through the Existing Expiration Date, Tenant shall continue to pay Base Rent with respect to the Premises in accordance with the Lease. Notwithstanding anything contained within the Lease to the contrary, provided that (x) the Effective Date of this Second Amendment is no later than June 30, 2026, and (y) no Event of Default by Tenant shall have occurred and be continuing, Tenant shall be entitled to an abatement against Base Rent in an aggregate amount equal to seven (7) months of Base Rent (as in effect immediately prior to each applicable credit application). Such abatement shall be applied as a credit against Tenant’s monthly Base Rent obligations in the following manner:
(i)
the first tranche shall be applied during the months of July 2026, through and including October 2026; and
(ii)
the second tranche shall be applied equally during calendar year 2027 as a twenty-five percent (25%) reduction in Base Rent for each month of 2027.
By way of implementation of the foregoing Base Rent abatement, the Base Rent for the Premises for the period from July 1, 2026 through the Existing Expiration Date (i.e. January 31, 2028) is restated on Exhibit A attached hereto.
B.
Commencing on the First Extended Term Commencement Date and continuing through the First Extended Term Expiration Date, Tenant shall pay Base Rent with respect to the Premises as set forth in the following rent chart:
| Rental Period | Annual Base Rent X | Monthly Payment | Rent per RSF |
| --- | --- | --- | --- |
| 02/01/28 – 01/31/29 Y | $4,970,999.50 | $414,249.96 | $54.50 |
| 02/01/29 – 01/31/30 Y | $5,120,129.49 | $426,677.46 | $56.14 |
| 02/01/30 – 01/31/31 | $5,273,733.37 | $439,477.78 | $57.82 |
| 02/01/31 – 01/31/32 | $5,431,945.37 | $452,662.11 | $59.55 |
| 02/01/32 – 01/31/33 | $5,594,903.73 | $466,241.98 | $61.34 |
| 02/01/33 – 01/31/34 | $5,762,750.84 | $480,229.24 | $63.18 |
| 02/01/34 – 01/31/35 | $5,935,633.37 | $494,636.11 | $65.08 |
| 02/01/35 – 01/31/36 | $6,113,702.37 | $509,475.20 | $67.03 |
Page 2
| | | | |
| --- | --- | --- | --- |
| 02/01/36 – 01/31/37 | $6,297,113.44 | $524,759.45 | $69.04 |
| 02/01/37 – 01/31/38 | $6,486,026.84 | $540,502.24 | $71.11 |
| X Annualized.Y Provided that no Event of Default by Tenant shall have occurred and be continuing, Tenant shall have no obligation to pay any amount of Base Rent solely with respect to that portion of the Office/Lab Premises existing on the third (3rd) floor of the Building (“3rd Floor Office/Lab Premises”; agreed to consist of 32,575 rentable square feet of space) for the period of time commencing as of the First Extended Term Commencement Date and continuing through January 31, 2030 (such span of time, the “Extended Term Base Rent Abatement Period”); the parties acknowledging and agreeing that the total amount of Base Rent abated during the Extended Term Base Rent Abatement Period is $3,603,935.13 (the “Extended Term Base Rent Abatement”). During the Extended Term Base Rent Abatement Period (and subject to Section 5 below), only Base Rent with respect to the 3rd Floor Office/Lab Premises shall be abated, and all Base Rent with respect to the remainder of the Premises, in addition to any and all additional rent and other costs and charges specified in the Lease shall remain as due and payable. If, prior to the expiration of the Extended Term Base Rent Abatement Period, there shall be an Event of Default by Tenant, then (i) Tenant shall immediately be obligated to begin paying Base Rent for the 3rd Floor Office/Lab Premises in full, and (ii) Landlord shall have all rights and remedies as set forth in the Lease, in addition to any and all other rights and remedies available to Landlord at law or in equity. If Tenant is required to commence paying the Base Rent for the 3rd Floor Office/Lab Premises because an Event of Default occurred during the Extended Term Base Rent Abatement Period, Tenant will be entitled to receive any remaining amount of the Extended Term Base Rent Abatement (at the rental rates that were in effect during the original Extended Term Base Rent Abatement Period) if and when Tenant subsequently cures the Event of Default. | | | |
5.
Operating Costs and Taxes.
A.
In addition to the Base Rent stated above, Tenant shall continue to pay all other additional rent in accordance with the provisions of the Lease through the First Extended Term Expiration Date, including, without limitation, all additional rent under Sections 5.2 and 5.3 of the Original Lease; provided, however, that so long as no Event of Default by Tenant shall have occurred and be continuing, Tenant shall have no obligation to pay Tenant’s Share of Operating Costs or Tenant’s Share of Taxes with respect to the 3rd Floor Office/Lab Premises for that period of time commencing as of the First Extended Term Commencement Date and continuing through January 31, 2029.
B.
As of the Effective Date of this Second Amendment, Section 5.2(b) of the Original Lease shall be amended by deleting the figure “$10,000” as it appears in clause (xiii) therein, and inserting in its place the figure “$100,000.00”; the parties hereto acknowledging and agreeing that a commercially reasonable deductible carried by Landlord under its casualty insurance policy shall be equal to $100,000.00.
6.
Extension Terms. As of the Effective Date of this Second Amendment, Section 1.2 of the Original Lease is hereby amended by (i) deleting the phrase “Initial Term”, as it appears in the second (2nd) sentence of said Section, and inserting in its place the phrase “current Term of this Lease”, and (ii) deleting the phrase “on or before the date that is nine (9) months” and inserting in its place the phrase “on or before the date that is twelve (12) months”; the parties hereto acknowledge and agree that Tenant shall continue to have the options to further extend the Term of the Lease following the expiration of the Extended Term for two (2) successive additional terms of five (5) years each, subject to and in accordance with Section 1.2 of the Original Lease, as amended by this Section 6.
7.
Right of First Offer.
A.
Subject to the terms and conditions of this Section 7 and the Prior Rights (as hereinafter defined), provided that both at the time that Landlord would deliver an Availability Notice (as hereinafter defined) and as of the date upon which the ROFO Space (as hereinafter defined) which Tenant has elected to lease pursuant to this Section 7 would have otherwise become incorporated into the Premises: (i) this Lease is in full force and effect, (ii) no monetary or material non‑monetary Event of Default of Tenant shall have occurred and be continuing and there
Page 3
have been no more than three (3) monetary or material non-monetary Events of Defaults during the Term following the Effective Date of this Second Amendment, and (iii) Tenant has neither assigned this Lease nor sublet more than forty percent (40%) of the Premises (excluding assignments and subleases permitted without Landlord’s consent under Section 13.7 of the Original Lease), prior to accepting any offer to lease ROFO Space to a third party other than a third party with Prior Rights, Landlord will first offer such ROFO Space to Tenant for lease pursuant to this Section 7. For the purposes hereof and subject to the terms of Sections 7(B) and 7(E) below, the “ROFO Space” shall be defined as any leasable office and laboratory space in any of the Campus Buildings (as so defined in the Lease Summary Sheet of the Original Lease) currently constructed at the Campus; provided, however, Tenant’s rights with respect to any ROFO Space under this Section 7 shall not apply to any ROFO Space that is currently vacant as of the Effective Date hereof (the “Vacant ROFO Space(s)”), as shown and described on the plan(s) attached hereto as Exhibit B, until after the initial lease-up of the Vacant ROFO Space(s) following the Effective Date hereof (including being subject to any extension, renewal and expansion rights granted by Landlord to tenants of the Vacant ROFO Space(s) during such initial lease-up, and subject to the rights of such initial tenants of the Vacant ROFO Space(s) to renew or extend the term of its lease whether pursuant to the terms of its lease or otherwise by agreement between Landlord and such other future tenant). As used in this Section 7, the term “available for lease” shall mean ROFO Space which is anticipated to, or becomes, vacant and is not then subject to any Prior Rights (or, if subject to any Prior Rights, the holders of such Prior Rights have waived such Prior Rights).
B.
Notwithstanding the foregoing definition of the ROFO Space, ROFO Space shall not include (1) any space in any new buildings constructed at the Campus after the Effective Date, or (2) any space in any of the Campus Buildings that Landlord intends to dedicate to amenity uses or as swing spaces for existing or prospective tenants.
C.
Availability Notice. Landlord shall give Tenant written notice (an “Availability Notice”) at the time that Landlord determines that any ROFO Space will become available for reletting and any applicable Prior Rights have lapsed or been waived. Landlord’s Availability Notice shall set forth the approximate size, configuration and location of the ROFO Space, the Landlord’s proposed determination of the fair market rental value for the ROFO Space and any concessions offered by Landlord, and all other material terms and conditions which will apply to the ROFO Space including the estimated commencement date for the ROFO Space (the “Estimated ROFO Commencement Date”). The Base Rent rate for the ROFO Space shall be 100% of the fair market rental value of such ROFO Space as mutually agreed by the parties or as determined pursuant to the terms of this Section 7.
D.
Notice; Exercise. Following receipt of an Availability Notice, Tenant shall give to Landlord binding written notice of Tenant’s exercise of its option to so lease all (but not less than all) of the ROFO Space as soon as reasonable possible but in no event later than fifteen (15) business days after the Tenant’s receipt of the Availability Notice (an “ROFO Exercise Notice”), time being of the absolute essence. If Tenant timely delivers a ROFO Exercise Notice, then, on the date on which possession of the ROFO Space is delivered to Tenant (the “ROFO Space Commencement Date”) Landlord (or Landlord’s affiliate as owner of the applicable Campus Building) will lease to Tenant and Tenant will lease from Landlord (or Landlord’s affiliate as owner of the applicable Campus Building) the ROFO Space upon the terms set forth in Landlord’s Availability Notice, except that the parties shall work in good faith to agree on the fair market rental value of the ROFO Space for thirty (30) days after Landlord’s receipt of the ROFO Exercise Notice, failing which the parties shall proceed to determine the fair market rental value for the ROFO Space in accordance with the same terms and procedure set forth in Section 1.2 of the Original Lease with respect to the determination of the fair market rental value of the Premises for an Extension Term. If Tenant shall fail to timely exercise its option to lease the ROFO Space within said fifteen (15) business days after the date on which Landlord’s Availability Notice is so given by Landlord, time being of the absolute essence, then Tenant shall be deemed to have elected to not lease the ROFO Space and Tenant will have no further right to lease such ROFO Space pursuant to this Section 7 unless such ROFO Space again becomes available for lease following Landlord’s subsequent lease-up of the applicable ROFO Space, and subject to any Prior Rights.
E.
Prior Rights. For purposes of this Lease, it is agreed that the term “Prior Rights” means (x) any rights of first offer, first refusal, expansion, renewal, extension or other rights to lease that encumber what would otherwise have been ROFO Space which rights were granted prior to the date hereof, (y) occupancy, extension, renewal, first offer, first refusal, expansion or other rights granted to tenants as part of the initial lease up of the ROFO Space and, with respect to extension or renewal rights, regardless of whether the leases for such space expressly
Page 4
provide the initial tenants with extension or renewal rights, and (z) occupancy, extension, renewal, first offer, first refusal, expansion or other rights granted by Landlord at any time to future tenants of any space that would otherwise have been ROFO Space after Tenant declines (or is deemed to have declined) to lease such space pursuant to this Section 7 and, with respect to extension or renewal rights, regardless of whether the leases for such space expressly provide the tenants thereunder with any such right to renew or extend.
F.
New Lease. Promptly following receipt of Tenant’s ROFO Exercise Notice, Landlord or Landlord’s affiliate as owner of the applicable Campus Building and Tenant shall endeavor in good faith to negotiate and execute, within ninety (90) days after the delivery to Tenant of an initial draft of the ROFO Space proposed lease document (the “ROFO Lease Negotiation Period”), a final, binding lease (or if Tenant already has a lease for space in the applicable Campus Building, an amendment to such existing lease) based on Landlord’s proposed lease form and Landlord’s Availability Notice (the “ROFO Space Lease Document”). Tenant shall provide Landlord with Tenant’s comments to the initial drafts of the ROFO Space Lease Document within ten (10) business days following delivery thereof by Landlord. Thereafter, Landlord and Tenant shall respond to revised drafts or comments to the proposed lease document within seven (7) business days after receipt thereof by either submitting lease comments by way of a redraft or delivery of an issues list or participation in a conference call or meeting with both parties to discuss open lease issues prior to the expiration of such seven (7) business day period. If Landlord does not respond within such seven (7) business day period then for each day that Landlord is late in responding the ROFO Lease Negotiation Period shall be extended by one day. If Tenant does not respond within such ten (10) business day or seven (7) business day period, as applicable, then for each day that Tenant is late in responding the ROFO Lease Negotiation Period shall be shortened by one day. Landlord and Tenant shall negotiate the ROFO Space Lease Document in good faith. If despite both parties negotiation of the ROFO Space Lease Document diligently and in good faith, Landlord and Tenant are unable to agree upon and execute the ROFO Space Lease Document on mutually agreeable terms and conditions consistent with this Section 7 and Landlord’s Availability Notice by the expiration of the ROFO Lease Negotiation Period (as it may be extended or shortened as provided in this Section 7), then Tenant shall be deemed to have elected to not lease the ROFO Space and Tenant will have no further right to lease such ROFO Space pursuant to this Section 7 unless such ROFO Space again becomes available for lease following Landlord’s subsequent lease-up of the applicable ROFO Space, and subject to any Prior Rights. Time is of the essence with respect to the rights and obligations of Landlord and Tenant under this Section 7.
G.
Miscellaneous. Tenant shall accept such ROFO Space “as-is” in its then (i.e., as of the date of delivery) state of construction, finish, and decoration, without any obligation on the part of Landlord to construct or prepare any ROFO Space for Tenant’s occupancy, and with no obligation on the part of Landlord to provide any monetary contribution or other work allowance in respect of such ROFO Space unless otherwise specified in Landlord’s ROFO Notice or otherwise mutually agreed to by Landlord and Tenant, provided, however, Landlord’s providing or not providing any monetary allowance or contribution for the ROFO Space shall be a factor in determining the fair market rental value of the ROFO Space. Any lease of ROFO Space entered into pursuant to the terms of this Section 7 shall be effective upon the date of Tenant’s delivery of Tenant’s ROFO Exercise Notice therefor, provided, however, the lease commencement date with respect to the ROFO Space Lease Document shall be the ROFO Space Commencement Date, and the obligation to pay Rent for such ROFO Space shall commence upon the date determined pursuant to the provisions of Landlord’s Availability Notice, unless otherwise agreed to by the parties as set forth in the amendment referenced above or as required by the provisions of this Article. During the period that any Landlord’s Availability Notice is outstanding, Landlord may proceed with negotiations with prospective tenants other than Tenant with respect to any or all of the ROFO Space in question.
8.
No Other Options. Tenant acknowledges and agrees that: (i) excepting those two (2) options to further extend the Term of the Lease as set forth in Section 1.2 of the Original Lease (as amended by Section 6 of this Second Amendment), Tenant has no options or rights to extend the Term of the Lease; (ii) except as set forth in Section 7 of this Second Amendment, Tenant has no options, rights of first offer, rights of first refusal, or other rights to expand the rentable square feet comprising the Premises or to lease any other space in the Campus; and (iii) except as set forth in Section 10.5(b) and Section 15.2 of the Original Lease, Tenant has no options to terminate the Lease or to contract the rentable square feet comprising the Premises.
9.
Amendment of Lease.
Page 5
(a)
As of the Effective Date of this Second Amendment, Section 14.1(g) of the Original Lease shall be amended by deleting the figure “$25,000” as it appears in such subsection and inserting in its place the figure “$100,000.00.”
(b)
Landlord shall, at Landlord’s sole cost and expense, within a reasonable period following the Effective Date of this Second Amendment, install a submeter or separate meter to measure the electricity supplied to the vehicle car charging stations nearest to the Building and remove such charging stations from Tenant’s electrical meter. Landlord will exercise reasonable efforts to have such metering work completed by December 31, 2026. Landlord and Tenant agree to coordinate the performance of such metering work and if such work requires an interruption in the electricity supplied to the Premises, or any part thereof, then Landlord will coordinate the performance of such work with Tenant to perform the same at times that minimize, to the extent practicable, interference with Tenant’s business operations in the Premises, including, but not limited to, performing such work after hours on nights and/or weekends.
10.
Notice. Notwithstanding anything to the contrary contained in the Lease, effective as of the Effective Date of this Second Amendment, any notices required or permitted to be sent to Landlord under the Lease shall be addressed as follows:
If to Landlord: HARTWELL INNOVATION CAMPUS, LLC
c/o Healthpeak Properties, Inc.
1900 Main Street, 5th Floor
Irvine, CA 92614
Attention: Legal Department
With a copy to: HEALTHPEAK PROPERTIES, INC.
1900 Main Street, 5th Floor
Irvine, CA 92614
Attention: Scott Bohn
11.
Brokers. Landlord and Tenant each represent and warrant to the other that neither of them has employed or dealt with any broker, agent or finder in carrying on the negotiations relating to this Second Amendment to the Lease, other than Colliers International (the “Broker”). Tenant shall indemnify and hold Landlord harmless from and against any claim or claims for brokerage or other commissions relating to this Second Amendment asserted by any broker, agent or finder engaged by Tenant or with whom Tenant has dealt, other than Broker. Landlord shall indemnify and hold Tenant harmless from and against any claim or claims for brokerage or other commissions relating to this Second Amendment asserted by any broker, agent or finder engaged by Landlord or with whom Landlord has dealt, or any claim by the Broker. Landlord shall be responsible to pay the commission owed to the Broker pursuant to a separate written agreement between Landlord and the Broker. The provisions of this Section shall survive the expiration or earlier termination of the Lease.
12.
Ratification. Except as expressly modified by this Second Amendment, the Lease is and shall remain in full force and effect, and as further modified by this Second Amendment, is expressly ratified and confirmed by the parties hereto. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the provisions of the Lease regarding assignment and subletting.
13.
Governing Law; Interpretation and Partial Invalidity. This Second Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. If any term of this Second Amendment, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Second Amendment, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Second Amendment shall be valid and enforceable to the fullest extent permitted by law. The titles for the paragraphs are for convenience only and not to be considered in construing this Second Amendment. This Second Amendment contains all of the agreements of the parties with respect to the subject matter hereof, and supersedes all prior dealings between them with respect to such subject matter.
Page 6
14.
Counterparts; Signatures. This Second Amendment may be executed in counterparts, each of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement. Signatures of the parties transmitted by electronic mail PDF format or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and such signed electronic record shall be valid and deemed to constitute originals and may be relied upon, for all purposes, as binding the transmitting party hereto. The parties intend to be bound by the signatures transmitted by electronic mail PDF format, are aware that the other party will rely on such signature, and hereby waive any defenses to the enforcement of the terms of this Second Amendment based on the form of signature.
15.
Miscellaneous. Tenant hereby acknowledges that, as of the date of this Second Amendment: (i) to Tenant’s current, actual knowledge, Landlord has no undischarged obligations under the Lease to perform any work or improvements to the Premises, or, to Tenant’s current, actual knowledge, otherwise (other than any obligations that first arise or accrue following the date hereof); (ii) to Tenant’s current, actual knowledge, there are no current offsets or defenses that Tenant has against the full enforcement of the Lease by Landlord; and (iii) Tenant has not assigned transferred or hypothecated the Lease or any interest therein or subleased all or any portion of the Premises. Landlord hereby acknowledges that, as of the date of this Second Amendment: (x) Landlord is the fee owner of the Property; (y) Landlord has full right and authority to enter into this Second Amendment, and (z) no third party lender or other third party consent is required for Landlord to enter into this Second Amendment.
[Signatures on following page(s)]
Page 7
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Second Amendment to Lease as of the day and year first above written.
HARTWELL INNOVATION CAMPUS, LLC.,
a Delaware limited liability company
By: /s/ Scott R. Bohn
Name: Scott R. Bohn
Title: Chief Development Officer
WAVE LIFE SCIENCES USA, INC.,
a Delaware corporation
By: /s/ Kyle Moran
Name: Kyle Moran
Title: Chief Financial Officer
Counterpart Signature Page
---
## EX-31.1
SEC source: [wve-ex31_1.htm](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-ex31_1.htm)
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Paul B. Bolno, M.D., MBA, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Wave Life Sciences Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: July 30, 2026
By: /s/ Paul B. Bolno, M.D., MBA
Paul B. Bolno, M.D., MBA
President and Chief Executive Officer
(Principal Executive Officer)
---
## EX-31.2
SEC source: [wve-ex31_2.htm](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-ex31_2.htm)
Exhibit 31.2
CERTIFICATIONS UNDER SECTION 302
I, Kyle Moran, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Wave Life Sciences Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: July 30, 2026
By: /s/ Kyle Moran, CFA
Kyle Moran, CFA
Chief Financial Officer
(Principal Financial Officer)
---
## EX-32
SEC source: [wve-ex32.htm](https://www.sec.gov/Archives/edgar/data/1631574/000119312526324949/wve-ex32.htm)
Exhibit 32
CERTIFICATIONS UNDER SECTION 906
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Wave Life Sciences Ltd. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report for the quarter ended June 30, 2026 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: July 30, 2026 /s/ Paul B. Bolno, M.D., MBA
Paul B. Bolno, M.D., MBA
President and Chief Executive Officer
(Principal Executive Officer)
Dated: July 30, 2026 /s/ Kyle Moran, CFA
Kyle Moran, CFA
Chief Financial Officer
(Principal Financial Officer)