Sec Form 13D Filing - Shin Nippon Biomedical Laboratories Ltd. filing for Wave Life Sciences Ltd. (WVE) - 2022-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

(Amendment No. 5)*

WAVE Life Sciences Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

Y95308105

(CUSIP Number)

Ken Takanashi

St. Luke’s Tower 12F, 8-1, Akashi-cho, Chuo-ku,

Tokyo 104-0044, Japan

+81-3-5565-6148

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With Copies To:

Morgan, Lewis & Bockius LLP

ATTN: Bradley K. Edmister

101 Park Avenue, New York, New York 10178-0060

Telephone: +1-212-309-6110

June 16, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because off §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 5 amends the Schedule 13D filed with the Securities and Exchange Commission on November 25, 2015, as previously amended from time to time (the “Schedule 13D”). Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

The information in this Item 5(a) and in Row 13 of each cover page to this Schedule 13D with respect to SNBL, Mr. Takanashi and SNBL USA is based on an aggregate of 86,820,111 shares of the Issuer’s Ordinary Shares issued and outstanding as of August 3, 2022, as reported in the Issuer’s quarterly report for quarter ending June 30, 2022 on Form 10-Q, filed with the SEC on August 11, 2022.

(a) SNBL may be deemed to beneficially own 9,606,408 of the Issuer’s Ordinary Shares, representing 10.6% of the Issuer’s issued and outstanding shares and consisting of (i) 1,697,467 Ordinary Shares held by SNBL; (ii) 4,007,593 Ordinary Shares held by SNBL USA; (iii) 1,801,348 Ordinary Shares underlying immediately convertible Series A preferred shares held by SNBL; and (iv) 2,100,000 Ordinary Shares underlying immediately convertible Series A preferred shares held by SNBL USA.

Mr. Takanashi may be deemed to beneficially own 9,666,408 of the Issuer’s Ordinary Shares, representing 10.6% of the Issuer’s issued and outstanding shares and consisting of (i) 1,697,467 Ordinary Shares held by SNBL; (ii) 4,007,593 Ordinary Shares held by SNBL USA; (iii) 1,801,348 Ordinary Shares underlying immediately convertible Series A preferred shares held by SNBL; (iv) 2,100,000 Ordinary Shares underlying immediately convertible Series A preferred shares held by SNBL USA; and (v) 60,000 Ordinary Shares underlying options currently exercisable held by Mr. Takanashi.

SNBL USA may be deemed to beneficially own 6,107,593 of the Issuer’s Ordinary Shares, representing 6.9% of the Issuer’s issued and outstanding shares and consisting of 4,007,593 Ordinary Shares held by SNBL USA and 2,100,000 Ordinary Shares underlying immediately convertible Series A preferred shares held by SNBL USA.

Each of the Reporting Persons expressly disclaims beneficial ownership of the securities of the Issuer owned by all other Reporting Persons except to the extent of its or his pecuniary interest therein.

(b) SNBL and Mr. Takanashi share the power to vote or dispose of the: (i) 1,697,467 Ordinary Shares held by SNBL; (ii) 4,007,593 Ordinary Shares held by SNBL USA; (iii) 1,801,348 Ordinary Shares underlying immediately convertible Series A preferred shares held by SNBL; and (iv) 2,100,000 Ordinary Shares underlying immediately convertible Series A preferred shares held by SNBL USA.

SNBL USA shares the power to vote or dispose of the 4,007,593 Ordinary Shares it holds and the 2,100,000 Ordinary Shares underlying immediately convertible Series A preferred shares it holds.

(c) On June 16, 2022, in connection with the closing of an offering conducted by the Issuer, SNBL USA purchased 3,720,930 of the Issuer’s Ordinary Shares at $2.15 per share.

(d) No other person is known to have the right to receive, or the power to direct the receipt of dividends from, any proceeds from the sale of the Ordinary Shares of the Issuer beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following:

2019 Syndication Deed of Charge of Shares

SNBL, Kagoshima Bank and the Lenders (as defined in the 2019 Further Deed of Charge of Shares, dated May 15, 2019 (the “2019 Syndication Deed of Charge of Shares”), which is filed herewith as Exhibit 99.17), entered into the 2019 Syndication Deed of Charge of Shares whereby SNBL has pledged 834,782 Ordinary Shares for the benefit of the Lenders in order to secure the obligations of SNBL under a loan agreement, dated September 14, 2018, between SNBL and the Lenders.

The foregoing description of the 2019 Syndication Deed of Charge of Shares is qualified in its entirety by reference to the full text of the 2019 Syndication Deed of Charge of Shares, which is filed herewith as Exhibit 99.17.

Termination and Release of December 28 Pledge Agreement

SNBL USA’s previously reported pledge and grant of a security interest in 286,663 Ordinary Shares pursuant to the December 28 Stock Pledge Agreement, Amendment to December 28 Pledge Agreement, Second Amendment to December 28 Pledge Agreement, Third Amendment to December 28 Pledge Agreement and Fourth Amendment to December 28 Pledge Agreement, dated as of December 28, 2016, June 30, 2017, December 27, 2017, June 27, 2018 and December 27, 2018, respectively, between SNBL USA and Kagoshima Bank, has been released upon payment and discharge in full of the underlying obligations.

Discharge and Release of 2018 Syndication Deed of Charge of Shares

Pursuant to the Deed of Discharge and Release of Syndication Deed of Charge of Shares, dated September 13, 2019, between SNBL, Kagoshima Bank and the Lenders (as defined in the Syndication Deed of Charge of Shares, dated September 14, 2018 (the “2018 Syndication Deed of Charge of Shares”)), the Lenders discharged and released its security interest over 938,846 Ordinary Shares that were pledged by SNBL for the benefit of the Lenders, pursuant to the 2018 Syndication Deed of Charge of Shares.

Discharge and Release of 2019 Syndication Deed of Charge of Shares

Pursuant to the Deed of Discharge and Release of Syndication Deed of Charge of Shares, dated September 13, 2019, between SNBL, Kagoshima Bank and the Lenders (as defined in the 2019 Syndication Deed of Charge of Shares), the Lenders discharged and released its security interest over 834,782 Ordinary Shares that were pledged by SNBL for the benefit of the Lenders, pursuant to the 2019 Syndication Deed of Charge of Shares.

Item 7. Materials to Be Filed as Exhibits

Item 7 is hereby amended and supplemented by adding the following:

Exhibit 99.17: 2019 Syndication Deed of Charge of Shares, dated May 15, 2019, by and between SNBL, Kagoshima Bank and the Lenders.

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SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 5 is true, complete and correct.

August 12, 2022

SCHEDULE 1

The following table sets forth the name and present principal occupation or employment, for each executive officer and director of Shin Nippon Biomedical Laboratories, Ltd. Each of the executive officers and directors of Shin Nippon Biomedical Laboratories, Ltd. listed below is a citizen of Japan.

Shin Nippon Biomedical Laboratories, Ltd.

SCHEDULE 2

The following table sets forth the name and present principal occupation or employment, for each executive officer and director of SNBL USA, Ltd. Each of the executive officers and directors of SNBL USA, Ltd. listed below is a citizen of Japan, except for Steven Meyer, a citizen of the United States.

SNBL USA, Ltd.