Wave Life Sciences Ltd美股招股说明书(2025-12-08版)

Ordinary Shares Pre-Funded Warrants to Purchase Ordinary Shares We are offeringof our ordinary shares and, in lieu of ordinary shares to certain investors that so choose,pre-funded warrants to purchaseordinary shares. The purchase price of each pre-funded warrant equals theprice per share at which ordinary shares are being sold to the public in this offering, minus $0.0001, and the exercise priceof each pre-funded warrant equals $0.0001 per share. Our ordinary shares are listed on the Nasdaq Global Market under the symbol “WVE.” The last reported sale price of ourordinary shares on the Nasdaq Global Market on December8, 2025 was $18.52per ordinary share. There is noestablished public trading market for the pre-funded warrants, and we do not expect a market to develop. In addition, wedo not intend to apply for a listing of the pre-funded warrants on the Nasdaq Global Market, any other national securitiesexchange or any other nationally recognized trading system. Investing in our securities involves a high degree of risk. See “Risk Factors” on page S-16 of thisprospectus supplement and in the documents that are incorporated by reference into this prospectussupplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)We refer you to the section titled “Underwriting” for additional information regarding underwriting compensation. Delivery of the ordinary shares and pre-funded warrants is expected to be made on or about, 2025. We havegranted the underwriters an option for a period of 30 days to purchase up to an additionalordinary shares. If theunderwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $million, and the total proceeds to us, before expenses, will be $million. The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating tothese securities has become effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer tosell these securities, and we are not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale isJoint Book-Running Managers BofA Securities Jefferies Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONDESCRIPTION OF PRE-FUNDED WARRANTSCERTAIN MATERIAL TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCE ABOUT THIS PROSPECTUSRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSINDUSTRY AND MARKET DATARATIO OF EARNINGS TO FIXED CHARGESUSE OF PROCEEDSDESCRIPTION OF SHARE CAPITALDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF RIGHTSDESCRIPTION OF UNITSCOMPARISON OF SHAREHOLDER RIGHTSENFORCEMENT OF CIVIL LIABILITIES UNDER UNITED STATES SECURITIES LAWSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf’ registration statement on Form S-3 (File No.333-283122) thatwe filed with the Securities and Exchange Commission (the “SEC”) on November12, 2024, which became automatically effective upon filing. Thisdocument is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of ordinary shares andpre-funded warrants and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference herein. The second part, the accompanying prospectus, including the documents incorporated by reference therein, provides moregeneral information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict betweenthe information contained in this prospectus supplement and the information contained in the accompanying prospectus or any documentincorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectussupplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later datemodifies or supersedes the earlier statement. Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others