Wave Life Sciences, Inc 10-Q for FY2026 Q3
Wave Life Sciences, Inc. (WVE)
About this 10-Q
Wave Life Sciences, Inc filed this 10-Q on October 27, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Wave Life Sciences reported $53.7 million revenue and a $157.4 million net loss for the nine months ended September 30, 2026, while a GSK-selected GalNAc-siRNA candidate generated a $12 million milestone. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $13.16M
- up 72.9% from $7.61M a year earlier
- Net loss
- $61.91M
- compared with a net loss of $53.85M a year earlier
- Diluted EPS
- -$0.30
- compared with -$0.32 a year earlier
le
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from ______ to ______
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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.
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).
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.
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Non-accelerated filer |
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Smaller reporting company |
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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
As of October 21, 2026, the registrant had
WAVE LIFE SCIENCES, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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5 |
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5 |
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5 |
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Unaudited Consolidated Statements of Operations and Comprehensive Loss |
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6 |
Unaudited Consolidated Statements of Series A Preferred Stock and Stockholders' Equity |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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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; and 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.
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; 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, Inc. and our wholly owned subsidiaries. The Wave Life Sciences, Inc. 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, Inc. appearing in this Quarterly Report on Form 10-Q are the property of Wave Life Sciences, Inc. This Quarterly Report on Form 10-Q also contains additional trade names, trademarks and service marks belonging to Wave Life Sciences, Inc. 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, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
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September 30, 2026 |
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December 31, 2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Accounts receivable |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Long-term assets: |
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Property and equipment, net of accumulated depreciation of $ |
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Long-term marketable securities |
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Operating lease right-of-use assets |
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Restricted cash |
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Other assets |
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Total long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities, Series A preferred stock, and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Current portion of deferred revenue |
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Current portion of operating lease liability |
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Total current liabilities |
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Long-term liabilities: |
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Deferred revenue, net of current portion |
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Operating lease liability, net of current portion |
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Total long-term liabilities |
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Total liabilities |
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$ |
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$ |
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Series A preferred stock, |
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$ |
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$ |
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Stockholders’ equity: |
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Preferred stock, $ |
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$ |
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$ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
) |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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$ |
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$ |
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Total liabilities, Series A preferred stock, and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
5
WAVE LIFE SCIENCES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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Other income, net: |
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Interest income |
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Other income (expense) |
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( |
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Total other income, net |
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Loss before income taxes |
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( |
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( |
) |
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( |
) |
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( |
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Income tax benefit |
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— |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Net loss per share—basic and diluted |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted-average common stock used in |
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Other comprehensive loss: |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
Foreign currency translation gain (loss) |
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( |
) |
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( |
) |
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( |
) |
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Unrealized loss on marketable securities |
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( |
) |
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( |
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Comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
6
WAVE LIFE SCIENCES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF SERIES A PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
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Series A |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Loss |
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Deficit |
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Equity |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Vesting of RSUs |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Option exercises |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance at March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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||||||
Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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|||
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Vesting of RSUs |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Option exercises |
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— |
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— |
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— |
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— |
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— |
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|||
Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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|
( |
) |
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( |
) |
Balance at June 30, 2025 |
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$ |
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$ |
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
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||||||
Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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|||
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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||
Vesting of RSUs |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Option exercises |
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— |
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— |
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— |
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— |
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— |
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|||
Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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|||
Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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|
|
( |
) |
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( |
) |
Balance at September 30, 2025 |
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$ |
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|
|
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|
$ |
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|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
7
WAVE LIFE SCIENCES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF SERIES A PREFERRED STOCK AND STOCKHOLDERS’ EQUITY CONTINUED
(In thousands, except share amounts)
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Series A |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Loss |
|
|
Deficit |
|
|
Equity |
|
||||||||
Balance at December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Conversion of Series A preferred |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Vesting of RSUs |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Option exercises |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Conversion of pre-funded warrants to common stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Vesting of RSUs |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Option exercises |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Conversion of pre-funded warrants to common stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Exchange of ordinary shares for shares of common stock due to the Redomiciliation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Vesting of RSUs |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Option exercises |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Issuance of common stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
8
WAVE LIFE SCIENCES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|||||||
Amortization of right-of-use assets |
|
|
|
|
|
|
||
Depreciation of property and equipment |
|
|
|
|
|
|
||
Accretion of investment premium |
|
|
( |
) |
|
|
|
|
Net realized loss on sale of marketable securities |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses |
|
|
( |
) |
|
|
|
|
Other assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchases of marketable securities |
|
|
( |
) |
|
|
|
|
Sales and maturities of available-for-sale debt securities |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of common stock pursuant to the |
|
|
|
|
|
|
||
Proceeds from the exercise of stock options |
|
|
|
|
|
|
||
Proceeds from the ESPP |
|
|
|
|
|
|
||
Net cash provided by financing activities |
|
|
|
|
|
|
||
Effect of foreign exchange rates on cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
|
|
Net decrease in cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities (See Note 2) |
|
$ |
( |
) |
|
$ |
|
|
The accompanying notes are an integral part of the unaudited consolidated financial statements.
9
Wave Life Sciences, Inc.
Notes to Unaudited Consolidated Financial Statements
1. THE COMPANY
Organization
On August 7, 2026, as part of the previously announced plan to restructure the Wave Life Sciences group of companies to cause a Delaware corporation to be the parent company of the group (the “Redomiciliation”), Wave Life Sciences, Inc., a Delaware corporation (“Wave-Delaware”), became the ultimate parent company of the Wave Life Sciences group of companies pursuant to a statutory procedure known as a scheme of arrangement under the Companies Act 1967 of Singapore (the “Scheme of Arrangement”). Pursuant to the Scheme of Arrangement, all issued ordinary shares in the capital of Wave Life Sciences Ltd., a public company limited by shares incorporated under the laws of the Republic of Singapore (“Wave-Singapore”) as of immediately prior to the effective time of the Scheme of Arrangement were exchanged on a one-for-one basis for newly issued shares of common stock, par value $
The Scheme of Arrangement was accounted for as an exchange of equity interests among entities under common control. All assets and liabilities of Wave-Singapore were assumed by Wave-Delaware, resulting in the retention of the historical basis of accounting as if they had always been combined for accounting and financial reporting purposes.
The financial statements for periods post August 7, 2026, relate to Wave-Delaware, and for the periods prior to August 7, 2026, the effective date of the Redomiciliation, relate to Wave-Singapore. Unless stated otherwise or the context otherwise requires, references to “Wave”, “our”, or the “Company”, mean Wave Life Sciences, Inc. and its consolidated subsidiaries from and after the effective time of the Redomiciliation and, prior to that time, to our predecessor, Wave-Singapore.
Wave-Delaware (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 the Company with unmatched capabilities for designing and sustainably delivering candidates that optimally address disease biology. The Company’s lead pipeline programs include obesity (WVE-007), alpha-1 antitrypsin deficiency (“AATD”) (WVE-006) and PNPLA3 I148M liver disease (WVE-008), and the Company is also advancing several preclinical programs utilizing its versatile RNA medicines platform.
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 September 30, 2026, the Company had cash, cash equivalents and marketable securities of $
10
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 United States Generally Accepted Accounting Principles (“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 nine months ended September 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 provisions 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 losses 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.
11
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 $
Unaudited Interim Financial Data
The accompanying interim consolidated balance sheet as of September 30, 2026, the related interim consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025, the consolidated statements of Series A preferred stock and stockholders’ equity for the three months ended March 31, June 30, and September 30, 2026 and 2025, the consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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 nine months ended September 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):
|
|
As of September 30, 2026 |
|
|
As of December 31, 2025 |
|
||||||||||||||||||||||||||
|
|
|
|
|
Fair Value Hierarchy |
|
|
|
|
|
Fair Value Hierarchy |
|
||||||||||||||||||||
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||||||||||||||||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds |
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Money market funds |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Treasury Bills |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government securities |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
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.
Money market funds 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 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.
12
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:
|
|
As of September 30, 2026 |
|
|
As of December 31, 2025 |
|
||||||||||||||||||||||||||
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
||||||||
|
|
|
||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||||||||||||||||||
Corporate bonds |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Treasury Bills |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Amounts in the table above at fair value were classified on our consolidated balance sheet as follows:
|
|
As of September 30, 2026 |
|
|
As of December 31, 2025 |
|
||
|
|
(in thousands) |
|
|
(in thousands) |
|
||
Marketable securities |
|
$ |
|
|
$ |
|
||
Long-term marketable securities |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The amortized cost of marketable debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. There was an insignificant realized loss recognized on the maturity of marketable securities for the three and nine months ended September 30, 2026 and, as a result, the Company did not reclassify the corresponding amount out of accumulated other comprehensive loss for either period. The Company did
5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Accrued compensation |
|
$ |
|
|
$ |
|
||
Accrued expenses related to CROs and CMOs |
|
|
|
|
|
|
||
Accrued expenses and other current liabilities |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
13
6. STOCK-BASED COMPENSATION
For the period prior to the Redomiciliation, the Company’s stockholders’ equity reflects Wave-Singapore’s outstanding ordinary shares, all of which were publicly traded on The Nasdaq Global Market. After the close of market trading on August 7, 2026, all Wave-Singapore outstanding ordinary shares were exchanged on a one-for-one basis for newly issued shares of Wave-Delaware common stock and Wave-Singapore became a wholly-owned subsidiary of Wave-Delaware. Effective upon the completion of the Redomiciliation, Wave-Delaware assumed Wave-Singapore’s 2014 Plan (as defined below), 2021 Plan (as defined below), Nasdaq Inducement Restricted Share Unit Award Grant Notice and Nasdaq Inducement Restricted Share Unit Agreement, Nasdaq Inducement Non-qualified Share Option Grant Notice and Nasdaq Inducement Non-qualified Share Option Agreement, and ESPP (as defined below), and all outstanding awards and rights thereunder. In addition, the 2021 Plan and the ESPP were amended and restated, and conforming amendments were made to the 2014 Plan (solely to continue administering awards outstanding thereunder) and the Nasdaq Inducement forms, in each case, to provide, among other things, that the securities issuable in connection with awards thereunder (including the purchase rights under the ESPP) are shares of Wave-Delaware common stock rather than ordinary shares of Wave-Singapore. The assumed awards and rights continue to have substantially the same terms and conditions that applied prior to the consummation of the Redomiciliation, provided, that securities issuable in connection with awards thereunder are in shares of Wave-Delaware common stock rather than ordinary shares of Wave-Singapore.
The Wave-Delaware 2021 Equity Incentive Plan was approved by the Company’s stockholders and went into effect on August 10, 2021 and was amended effective as of August 9, 2022, August 1, 2023, August 6, 2024, August 5, 2025, and August 7, 2026 (as amended, the “2021 Plan”). The 2021 Plan serves as the successor to the Wave Life Sciences, Inc. 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 shares of common stock authorized for issuance of awards under the 2021 Plan was originally
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 stock options, restricted awards, which include restricted stock and restricted stock 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.
Options generally vest over periods of to
During the nine months ended September 30, 2026, the Company granted an aggregate of
As of September 30, 2026,
The table below shows the options and RSUs outstanding as of September 30, 2026 and 2025.
|
|
As of September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Options to purchase shares of common stock |
|
|
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
The Wave Life Sciences, Inc. 2019 Employee Stock Purchase Plan, as amended (the “ESPP”), allows full-time and certain part-time employees to purchase shares of the Company’s common stock at a discount to fair market value. Eligible employees may enroll in a six-month offering period beginning every January 15th and July 15th. Shares of common stock are purchased at a price equal to
7. COLLABORATION AGREEMENTS
GSK Collaboration and Equity Agreements
On December 13, 2022, Wave Life Sciences USA, Inc. and Wave Life Sciences UK Limited 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
14
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 $
Simultaneously with the execution of the GSK Collaboration Agreement, Wave entered into a Share Purchase Agreement (the “SPA”) on December 13, 2022, with (“GGL”), an affiliate of GSK, pursuant to which Wave agreed to sell
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; (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.
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
15
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 $
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 $
The following table summarizes the allocation of the total transaction price to the identified performance obligations under the GSK Collaboration Agreement, and the amount of the transaction price unsatisfied as of September 30, 2026 (in thousands):
|
|
Transaction Price Allocated |
|
|
Transaction Price Unsatisfied (1) |
|
||
Performance Obligations: |
|
|
|
|
|
|
||
AATD Collaboration |
|
$ |
|
|
$ |
|
||
Discovery Research Collaboration |
|
|
|
|
|
|
||
GSK Collaboration Programs |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
(1)
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 $
16
During the three months ended September 30, 2026, the Company was notified that GSK has selected a candidate to transition into GSK’s development pipeline, triggering a $
For the three months ended September 30, 2026 and 2025, the Company recognized revenue of $
The aggregate amount of the transaction price allocated to the Company’s unsatisfied and partially unsatisfied performance obligations and recorded in deferred revenue on September 30, 2026 is approximately $
8. NET LOSS PER SHARE
In connection with various public offerings, the Company sold pre-funded warrants to purchase shares of common stock to certain investors (the “Pre-Funded Warrants”). As of September 30, 2026 and 2025, there were
Basic loss per share is computed by dividing net loss attributable to common stockholders and Pre-Funded Warrant holders by the weighted-average number of shares of common stock and Pre-Funded Warrants outstanding.
The Company’s potentially dilutive shares, which include outstanding stock options to purchase shares of common stock and RSUs, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive.
The following potential shares of common stock, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stock for the periods indicated because including them would have had an anti-dilutive effect:
|
|
As of September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Options to purchase shares of common stock |
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|
||
RSUs |
|
|
|
|
|
|
||
9. INCOME TAXES
17
10. GEOGRAPHIC DATA
Substantially all of the Company’s long-lived assets were located in the United States as of September 30, 2026 and December 31, 2025.
11. RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
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 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
The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company's single reporting segment.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
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2025 |
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2026 |
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|
2025 |
|
||||
|
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(in thousands) |
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|
(in thousands) |
|
||||||||||
Research and development expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
INHBE program |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
AATD program |
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DMD program |
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HD program |
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Other research and development expenses(1), including |
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|
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Total research and development expenses |
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|
||||
General and administrative expenses |
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|
||||
Total operating expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(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.
18
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 lead pipeline programs include obesity (WVE-007), alpha-1 antitrypsin deficiency (“AATD”) (WVE-006), and PNPLA3 I148M liver disease (WVE-008), and we are also advancing 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.
19
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:
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:
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.
20
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.
21
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”).
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:
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 fourth quarter 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 ongoing. 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.
The INLIGHT clinical program is also evaluating WVE-007 in combination with tirzepatide as a treatment for obesity and other cardiometabolic indications, including MASH. The placebo-controlled (3:1) Phase 2a combination trial will evaluate 240 mg and 400 mg doses of WVE-007 in combination with weekly tirzepatide compared to tirzepatide alone in individuals living with obesity (BMI 35-50 kg/m2) and type 2 diabetes.
We also expect to initiate a clinical trial of WVE-007 as a maintenance therapy to preserve weight loss following discontinuation of incretin treatment in the fourth quarter 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.
22
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).
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:
We expect to share data from the 600 mg monthly multidose cohort of RestorAATion-2 in the fourth quarter of 2026.
In October 2026, we announced alignment with the U.S. Food and Drug Administration (“FDA”) on key aspects of our planned registrational pathway for WVE-006. Planning is underway for a two-year registrational trial to support potential full approval, with a one-year interim analysis to support potential accelerated approval based on AATD biomarkers.
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 fourth quarter of 2026.
Huntington’s disease (“HD”) and Duchenne muscular dystrophy (“DMD”)
In HD, WVE-003 is our clinical-stage 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). In DMD, WVE-N531 is our clinical-stage compound designed to skip exon 53 within the dystrophin gene – a therapeutic approach that would address approximately 8-10% of DMD cases. We continue partnering discussions for WVE-003 and WVE-N531.
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
23
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 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. In September 2026, GSK selected a GalNAc-siRNA candidate to transition into GSK’s pipeline, resulting in a $12 million milestone to Wave. With this new hepatic program now transitioning to candidate, our collaboration momentum continues as we have three additional programs rapidly advancing towards candidate selection, all leveraging our proprietary PRISM chemistry.
Recent Developments
On August 7, 2026, as part of the previously announced plan to restructure the Wave Life Sciences group of companies to cause a Delaware corporation to be the parent company of the group (the “Redomiciliation”), Wave Life Sciences, Inc., a Delaware corporation (“Wave-Delaware”), became the ultimate parent company of the Wave Life Sciences group of companies pursuant to a statutory procedure known as a scheme of arrangement under the Companies Act 1967 of Singapore (the “Scheme of Arrangement”). Pursuant to the Scheme of Arrangement, all issued ordinary shares in the capital of Wave Life Sciences Ltd., a public company limited by shares incorporated under the laws of the Republic of Singapore (“Wave-Singapore”) as of immediately prior to the effective time of the Scheme of Arrangement were exchanged on a one-for-one basis for newly issued shares of common stock, par value $0.001 per share, of Wave-Delaware, and Wave-Singapore became a wholly owned subsidiary of Wave-Delaware.
24
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 September 30, 2026 and 2025 was $61.9 million and $53.9 million, respectively. Our net loss for the nine months ended September 30, 2026 and 2025 was $157.4 million and $151.2 million, respectively. As of September 30, 2026 and December 31, 2025, we had an accumulated deficit of $1,483.6 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:
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, 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.
25
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, stock-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
Following the Redomiciliation, we are a Delaware corporation subject to taxation in the United States and various other jurisdictions, including Singapore, where our wholly owned subsidiary, Wave Life Sciences Pte. Ltd., is incorporated.
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 September 30, 2026 and 2025
|
|
Three Months Ended September 30, |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
|
|
(in thousands) |
|
|||||||||
Revenue |
|
$ |
13,158 |
|
|
$ |
7,608 |
|
|
$ |
5,550 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
53,843 |
|
|
|
45,874 |
|
|
|
7,969 |
|
General and administrative |
|
|
25,362 |
|
|
|
18,087 |
|
|
|
7,275 |
|
Total operating expenses |
|
|
79,205 |
|
|
|
63,961 |
|
|
|
15,244 |
|
Loss from operations |
|
|
(66,047 |
) |
|
|
(56,353 |
) |
|
|
(9,694 |
) |
Total other income, net |
|
|
4,135 |
|
|
|
2,501 |
|
|
|
1,634 |
|
Loss before income taxes |
|
|
(61,912 |
) |
|
|
(53,852 |
) |
|
|
(8,060 |
) |
Income tax benefit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
$ |
(61,912 |
) |
|
$ |
(53,852 |
) |
|
$ |
(8,060 |
) |
26
Revenue
Revenue for the three months ended September 30, 2026 and 2025 was $13.2 million and $7.6 million, respectively, and is comprised of revenue earned under the GSK Collaboration Agreement.
Research and Development Expenses
|
|
Three Months Ended September 30, |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
|
|
(in thousands) |
|
|||||||||
INHBE program |
|
$ |
6,374 |
|
|
$ |
4,574 |
|
|
$ |
1,800 |
|
AATD program |
|
|
3,057 |
|
|
|
967 |
|
|
|
2,090 |
|
DMD program |
|
|
3,633 |
|
|
|
4,973 |
|
|
|
(1,340 |
) |
HD program |
|
|
250 |
|
|
|
487 |
|
|
|
(237 |
) |
Other research and development expenses(1), including PNPLA3, |
|
|
40,529 |
|
|
|
34,873 |
|
|
|
5,656 |
|
Total research and development expenses |
|
$ |
53,843 |
|
|
$ |
45,874 |
|
|
$ |
7,969 |
|
(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 $53.8 million for the three months ended September 30, 2026, compared to $45.9 million for the three months ended September 30, 2025. The increase of $8.0 million was due to the following:
General and Administrative Expenses
General and administrative expenses were $25.4 million for the three months ended September 30, 2026, as compared to approximately $18.1 million for the three months ended September 30, 2025. The increase of approximately $7.3 million was primarily driven by increases in compensation-related and other external expenses.
Other Income, Net
Other income, net for the three months ended September 30, 2026 and 2025 was $4.1 million and $2.5 million, respectively, and consisted primarily of interest income on cash, cash equivalents and marketable securities.
Income Tax Benefit
During the three months ended September 30, 2026 and 2025, we recorded no income tax benefit or provision. We maintained a full valuation allowance for the three months ended September 30, 2026 and 2025 in all jurisdictions due to uncertainty regarding future taxable income.
27
Comparison of the nine months ended September 30, 2026 and 2025
|
|
Nine Months Ended September 30, |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
|
|
(in thousands) |
|
|||||||||
Revenue |
|
$ |
53,676 |
|
|
$ |
25,482 |
|
|
$ |
28,194 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
152,576 |
|
|
|
129,965 |
|
|
|
22,611 |
|
General and administrative |
|
|
72,246 |
|
|
|
54,433 |
|
|
|
17,813 |
|
Total operating expenses |
|
|
224,822 |
|
|
|
184,398 |
|
|
|
40,424 |
|
Loss from operations |
|
|
(171,146 |
) |
|
|
(158,916 |
) |
|
|
(12,230 |
) |
Total other income, net |
|
|
13,792 |
|
|
|
7,717 |
|
|
|
6,075 |
|
Loss before income taxes |
|
|
(157,354 |
) |
|
|
(151,199 |
) |
|
|
(6,155 |
) |
Income tax benefit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
$ |
(157,354 |
) |
|
$ |
(151,199 |
) |
|
$ |
(6,155 |
) |
Revenue
Revenue for the nine months ended September 30, 2026 and 2025 was $53.7 million and $25.5 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, and the $12.0 million milestone in the nine months ended September 30, 2026.
Research and Development Expenses
|
|
Nine Months Ended September 30, |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
|
|
(in thousands) |
|
|||||||||
INHBE program |
|
$ |
18,080 |
|
|
$ |
10,628 |
|
|
$ |
7,452 |
|
AATD program |
|
|
7,796 |
|
|
|
4,259 |
|
|
|
3,537 |
|
DMD program |
|
|
11,724 |
|
|
|
10,692 |
|
|
|
1,032 |
|
HD program |
|
|
470 |
|
|
|
2,443 |
|
|
|
(1,973 |
) |
Other research and development expenses(1), including PNPLA3, |
|
|
114,506 |
|
|
|
101,943 |
|
|
|
12,563 |
|
Total research and development expenses |
|
$ |
152,576 |
|
|
$ |
129,965 |
|
|
$ |
22,611 |
|
(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 $152.6 million for the nine months ended September 30, 2026, compared to $130.0 million for the nine months ended September 30, 2025. The increase of $22.6 million was due to the following:
28
General and Administrative Expenses
General and administrative expenses were $72.2 million for the nine months ended September 30, 2026, as compared to approximately $54.4 million for the nine months ended September 30, 2025. The increase of approximately $17.8 million was primarily driven by increases in compensation-related and other external expenses.
Other Income, Net
Other income, net for the nine months ended September 30, 2026 and 2025 was $13.8 million and $7.7 million, respectively, and consisted primarily of interest income on cash, cash equivalents and marketable securities.
Income Tax Benefit
During the nine months ended September 30, 2026 and 2025, we recorded no income tax benefit or provision. We maintained a full valuation allowance for the nine months ended September 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 common stock and other securities, collaborations with third parties and private placements of debt and equity securities. Through September 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 common stock 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 September 30, 2026, we had cash and cash equivalents totaling $197.3 million, marketable securities of $233.4 million, restricted cash of $3.8 million and an accumulated deficit of $1,483.6 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 September 30, 2026 total approximately $64.4 million, of which approximately $2.0 million is related to payments in 2026 and approximately $62.4 million is related to payments beyond 2026.
On November 12, 2024, Wave-Singapore filed a shelf registration statement on Form S-3ASR with the SEC, which we refer to as the “2024 WKSI Shelf,” covering the offering, issuance and sale from time to time of an indeterminate amount of common stock, debt securities, warrants, rights and/or units. In connection with the Redomiciliation, Wave-Delaware, as successor to Wave-Singapore, filed Post-Effective Amendment No. 1 to the 2024 WKSI Shelf pursuant to Rule 414(d) under the Securities Act to adopt the 2024 WKSI Shelf as its own. The 2024 WKSI Shelf includes a prospectus covering the offer and sale of up to $250.0 million of our common stock pursuant to our “at-the-market” equity program through Jefferies LLC, as sales agent, under the Amended and Restated Open Market Sale Agreement, dated August 7, 2026. For the three and nine months ended September 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:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net cash used in operating activities |
|
$ |
(173,277 |
) |
|
$ |
(153,717 |
) |
Net cash used in investing activities |
|
|
(234,751 |
) |
|
|
(719 |
) |
Net cash provided by financing activities |
|
|
3,290 |
|
|
|
48,540 |
|
Effect of foreign exchange rates on cash, cash equivalents, and restricted cash |
|
|
(6 |
) |
|
|
72 |
|
Net decrease in cash, cash equivalents, and restricted cash |
|
$ |
(404,744 |
) |
|
$ |
(105,824 |
) |
29
Operating Activities
During the nine months ended September 30, 2026, operating activities used $173.3 million of cash, due to our net loss of $157.4 million and changes in operating assets and liabilities of $52.4 million, partially offset by non-cash charges of $36.5 million. The largest changes in operating assets and liabilities were the $30.8 million decrease in deferred revenue and the $10.7 million increase in accounts receivable.
During the nine months ended September 30, 2025, operating activities used $153.7 million of cash, due to our net loss of $151.2 million and changes in operating assets and liabilities of $26.7 million, partially offset by non-cash charges of $24.2 million. The largest changes in operating assets and liabilities were the $13.9 million decrease in deferred revenue and the $8.6 million increase in accounts receivable.
Investing Activities
During the nine months ended September 30, 2026, investing activities used $234.8 million of cash, which was primarily related to purchases of marketable securities.
During the nine months ended September 30, 2025, investing activities used $0.7 million of cash, related to purchases of property and equipment.
Financing Activities
During the nine months ended September 30, 2026, net cash provided by financing activities was $3.3 million, which was primarily due to $2.4 million in proceeds from the exercise of stock options.
During the nine months ended September 30, 2025, net cash provided by financing activities was $48.5 million, which was primarily due to $42.6 million in net proceeds from sales under our “at-the-market” equity program and $5.1 million in proceeds from the exercise of stock 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:
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:
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 stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. 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 stockholders’ 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, cash equivalents and marketable securities consist of funds held in checking accounts and money market accounts, as well as corporate bonds, U.S. government securities and treasury bills. 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 condition, our results of operations or our cash flows. For the three and nine months ended September 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 September 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 September 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 Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended September 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 September 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 September 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.
On
33
Item 6. Exhibits
Exhibit Number |
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Exhibit Description |
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Filed with this Report |
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Incorporated by Reference herein from Form or Schedule |
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Filing Date |
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SEC File/Reg. Number |
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3.1 |
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Form 8-K12B (Exhibit 3.1) |
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8/7/2026 |
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001-37627
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3.2 |
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Amended and Restated Bylaws of Wave Life Sciences, Inc., adopted as of August 7, 2026. |
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Form 8-K12B (Exhibit 3.2) |
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8/7/2026
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001-37627
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10.1 |
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Form 8-K12B (Exhibit 10.1) |
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8/7/2026
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001-37627
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10.2 |
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Form 8-K12B (Exhibit 10.2) |
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8/7/2026
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001-37627
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10.3 |
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Form 8-K12B (Exhibit 10.3) |
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8/7/2026
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001-37627
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10.4 |
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Form 8-K12B (Exhibit 10.4)
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8/7/2026
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001-37627
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10.5 |
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Form 8-K12B (Exhibit 10.5)
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8/7/2026
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001-37627
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10.6 |
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Form 8-K12B (Exhibit 10.6) |
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8/7/2026
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001-37627
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10.7 |
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Form S-8 POS (Exhibit 99.4.1) |
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8/10/2026 |
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333-291409 |
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10.8 |
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Form S-8 POS (Exhibit 99.6.1)
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8/10/2026
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333-291409
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10.9 |
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Form S-8 POS (Exhibit 99.7.1) |
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8/10/2026
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333-291409
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10.10 |
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Form S-8 POS (Exhibit 99.7.2)
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8/10/2026
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333-291409
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10.11 |
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X
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10.12 |
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POSASR (Exhibit 1.2) |
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8/10/2026 |
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333-283122 |
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31.1 |
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Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
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X |
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31.2 |
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Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
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X |
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32* |
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Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer |
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X |
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34
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101.INS |
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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 |
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X |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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X |
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104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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X |
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(*) 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, Inc. 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.
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WAVE LIFE SCIENCES, INC. |
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Date: October 27, 2026 |
By: |
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/s/ Paul B. Bolno, M.D., MBA |
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Paul B. Bolno, M.D., MBA |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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Date: October 27, 2026 |
By: |
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/s/ Kyle Moran, CFA |
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Kyle Moran, CFA |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
36
Exhibit 10.11
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2026, by and among Wave Life Sciences Ltd., a Singapore public limited company (the “Assignor” or the “Company”), Wave Life Sciences, Inc., a Delaware corporation (the “Assignee” or “Wave-Delaware”), and Pfizer Ventures (US) LLC (as successor by assignment to C.P. Pharmaceuticals International C.V., a Netherlands limited partnership (commanditaire vennootschap)) (“Purchaser”). The Company, Wave-Delaware, and Purchaser are sometimes referred to herein, collectively, as the “Parties” and each individually as a “Party”. Terms used but not otherwise defined herein shall have their respective meanings given in the Purchase Agreement (as defined below).
WHEREAS, the Company and Purchaser are party to that certain Share Purchase Agreement, dated as of May 5, 2016 (the “Purchase Agreement”), pursuant to which the Purchaser subscribed for and the Company allotted and issued 1,875,000 ordinary shares of the Company (“Ordinary Shares”);
WHEREAS, pursuant to a scheme of arrangement under Singapore law (the “Scheme of Arrangement”), effective as of the date hereof, among other things, (i) Wave-Delaware became the ultimate parent company of the Wave group of companies and the Company became a wholly owned subsidiary of Wave-Delaware, and (ii) each issued Ordinary Share was exchanged for one (1) share of common stock of Wave Delaware (“Wave-Delaware Common Stock”), such that Purchaser’s 1,875,000 Ordinary Shares were exchanged for 1,875,000 shares of Wave-Delaware Common Stock;
WHEREAS, the Company wishes to assign to Wave-Delaware, and Wave-Delaware wishes to accept and assume from the Company, all of its rights, title, obligations, duties, liabilities and interest in, to and under the Purchase Agreement (the “Assignment”);
WHEREAS, Purchaser has agreed to consent to the Assignment; and
WHEREAS, Section 7(e) of the Purchase Agreement provides that the Purchase Agreement may be amended only by the written agreement of the Company and Purchaser, and the Parties wish to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
(signature pages follow)
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
ASSIGNOR:
WAVE LIFE SCIENCES LTD.
By: /s/ Paul B. Bolno
Name: Paul B. Bolno, M.D., MBA
Title: President and Chief Executive Officer
ASSIGNEE:
WAVE LIFE SCIENCES, INC.
By: /s/ Linda Rockett
Name: Linda Rockett, JD
Title: SVP, General Counsel
PURCHASER:
PFIZER VENTURES (US) LLC
By: /s/ Andrew J. Muratore
Name: Andrew J. Muratore
Title: Vice President
[Signature Page to Assignment, Assumption and Amendment Agreement – Pfizer]
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Paul B. Bolno, M.D., MBA, certify that:
Dated: October 27, 2026
By: |
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/s/ Paul B. Bolno, M.D., MBA |
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Paul B. Bolno, M.D., MBA |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS UNDER SECTION 302
I, Kyle Moran, certify that:
Dated: October 27, 2026
By: |
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/s/ Kyle Moran, CFA |
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Kyle Moran, CFA |
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Chief Financial Officer |
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(Principal Financial Officer) |
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, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report for the quarter ended September 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: October 27, 2026 |
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/s/ Paul B. Bolno, M.D., MBA |
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Paul B. Bolno, M.D., MBA |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
Dated: October 27, 2026 |
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/s/ Kyle Moran, CFA |
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Kyle Moran, CFA |
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Chief Financial Officer |
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(Principal Financial Officer) |