0000899243-15-007949.txt : 20151111 0000899243-15-007949.hdr.sgml : 20151111 20151110215846 ACCESSION NUMBER: 0000899243-15-007949 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20151110 FILED AS OF DATE: 20151110 DATE AS OF CHANGE: 20151110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wave Life Sciences Ltd. CENTRAL INDEX KEY: 0001631574 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8 CROSS STREET STREET 2: #10-00 CITY: SINGAPORE STATE: U0 ZIP: 048424 BUSINESS PHONE: 617-206-4830 MAIL ADDRESS: STREET 1: 8 CROSS STREET STREET 2: #10-00 CITY: SINGAPORE STATE: U0 ZIP: 048424 FORMER COMPANY: FORMER CONFORMED NAME: Wave Life Sciences LTD. DATE OF NAME CHANGE: 20151106 FORMER COMPANY: FORMER CONFORMED NAME: Wave Life Sciences Pte Ltd DATE OF NAME CHANGE: 20150123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shin Nippon Biomedical Laboratories, Ltd. CENTRAL INDEX KEY: 0001657770 STATE OF INCORPORATION: M0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37627 FILM NUMBER: 151220964 BUSINESS ADDRESS: STREET 1: 2438 MIYANOURA-MACHI STREET 2: KAGOSHIMA CITY CITY: KAGOSHIMA STATE: M0 ZIP: 891-1394 BUSINESS PHONE: 81-99-294-2600 MAIL ADDRESS: STREET 1: 2438 MIYANOURA-MACHI STREET 2: KAGOSHIMA CITY CITY: KAGOSHIMA STATE: M0 ZIP: 891-1394 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAKANASHI KEN CENTRAL INDEX KEY: 0001657768 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37627 FILM NUMBER: 151220965 MAIL ADDRESS: STREET 1: C/O WAVE LIFE SCIENCES LTD. STREET 2: 733 CONCORD AVE. CITY: CAMBRIDGE STATE: MA ZIP: 02138 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-11-10 0 0001631574 Wave Life Sciences Ltd. WVE 0001657768 TAKANASHI KEN C/O SHIN NIPPON BIOMEDICAL LABORATORIES, 2438 MIYANOURA-MACHI, KAGOSHIMA CITY KAGOSHIMA M0 891-1394 JAPAN 1 0 1 0 0001657770 Shin Nippon Biomedical Laboratories, Ltd. 2438 MIYANOURA-MACHI, KAGOSHIMA CITY KAGOSHIMA M0 891-1394 JAPAN 0 0 1 0 Ordinary Shares 1697467 D Series A Preferred Shares Ordinary Shares 3901348 I See Footnote Series B Preferred Shares Ordinary Shares 161663 I By SNBL USA, Ltd. Shares held by Shin Nippon Biomedical Laboratories, Ltd. ("SNBL"). Ken Takanashi, a director of the Issuer, is a director of SNBL and may be deemed to beneficially own the reported securities. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Takanashi disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The filing of this Form 3 shall not be construed as an admission that Mr. Takanashi is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities. Shares held by SNBL Pursuant to Rule 16a-1 under the Act, Mr. Takanashi disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The filing of this Form 3 shall not be construed as an admission that Mr. Takanashi is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities. The Series A Preferred Shares are convertible into Ordinary Shares on a one-for-one basis at the option of the holder and have no expiration date. Shares held by SNBL USA, Ltd. ("SNBL USA"). SNBL USA is an affiliate of SNBL. Mr. Takanashi is a director of SNBL USA. In their respective capacities, each of Mr. Takanashi and SNBL may be deemed to beneficially own the reported securities. Pursuant to Rule 16a-1 under the Act, each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein. The filing of this Form 3 shall not be construed as an admission that SNBL or Mr. Takanashi is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities. The Series B Preferred Shares are convertible into ordinary shares on a one-for-one basis at any time at the option of the holder and have no expiration date. Shin Nippon Biomedical Laboratories, Ltd., By: Ryoichi Nagata, Its: Chairman and Chief Executive Officer, /s/ Ryoichi Nagata 2015-11-10 /s/ Ken Takanashi 2015-11-10 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                POWER OF ATTORNEY

         Know all by these present, that the undersigned hereby constit utes and
appoints each of Matthew Gardella, Marc Mantell, Kanasha Herbert, Matthew
Tikonoff, Sarita Malakar, Daniel Wilcox, Jacqueline Cannata, Anne Leland and
Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing
singly, with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, forms and
                authentication documents for EDGAR Filing Access;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or 10%
                shareholder of WAVE Life Sciences Pte. Ltd. (or its successor,
                WAVE Life Sciences Ltd., as the case may be) (the "Company"),
                forms and authentication documents for EDGAR Filing
                Access;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such forms and authentication documents;

        (4)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or 10%
                shareholder of the Company, Forms 3, 4 and 5 (including any
                amendments thereto) in accordance with Section 16(a) of the
                Securities Exchange Act of 1934, as amended, and the rules
                thereunder (collectively, the "Exchange Act");

        (5)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4 or 5, prepare, complete and execute
                any amendment or amendments thereto, and timely file such form
                with the U.S. Securities and Exchange Commission and any stock
                exchange or similar authority; and

        (6)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements or
(iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.

                                        Signature:/s/ Ken Takanashi

                                        Name: Ken Takanashi

                                        Date: November 5, 2015
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                                POWER OF ATTORNEY

        Know all by these present, that the undersigned hereby constitutes and
appoints each of Matthew Gardella, Marc Mantell, Kanasha Herbert, Matthew
Tikonoff, Sarita Malakar, Daniel Wilcox, Jacqueline Cannata, Anne Leland and
Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing
singly, with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, forms and
                authentication documents for EDGAR Filing Access;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or 10%
                shareholder of WAVE Life Sciences Pte. Ltd. (or its successor,
                WAVE Life Sciences Ltd., as the case may be) (the "Company"),
                forms and authentication documents for EDGAR Filing
                Access;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such forms and authentication documents;

        (4)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or 10%
                shareholder of the Company, Forms 3, 4 and 5 (including any
                amendments thereto) in accordance with Section 16(a) of the
                Securities Exchange Act of 1934, as amended, and the rules
                thereunder (collectively, the "Exchange Act");

        (5)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4 or 5, prepare, complete and execute
                any amendment or amendments thereto, and timely file such form
                with the U.S. Securities and Exchange Commission and any stock
                exchange or similar authority; and

        (6)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements or
(iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.

                                 Signature:/s/ Ken Takanashi

                                 Name: Shin Nippon Biomedical Laboratories, Ltd.

                                 Date: November 5, 2015