SecProbe.io

Mail Stop 4720
October 2, 2015

Via E -mail
Paul B. Bolno, M.D.
President and Chief Executive Officer
WAVE Life Sciences Pte. Ltd.
8 Cross Street #10 -00
PWC Building
Singapore 048424

Re: WAVE Life Sciences Pte. Ltd.
 Draft Registration Statement on Form S -1
Submitted September 4, 2015
  CIK No. 0001631574

Dear Dr. Bolno :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registrat ion statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  commen ts and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary , page 1

Advantages of Our Approach, page 4

1. We note your statement that you “are a leader in the manufacturing of PS -modified
stereopure nucleic acid therapeutics…”  As you do not manufacture any commercial
products, this statement appears to be premature.  Please qualify the quoted language
appropriately.

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2, 2015
Page 2

 Our Strategy, page 5

2. Revise the first bullet point to clarify that you must first identify product candidates and
then advance those candidates through the testing and approval process.  You should also
clarify that your company does not have experience conducting clinical trials or
otherwise advancing product candid ates through the approval process.

Our Product Pipeline, page 5

3. Revise the heading to this section to more clearly indicate that you do not, at this time,
have any products, but instead you have areas of research focuses which may lead to the
identific ation of product candidates.

Risks Related to Our Business, page 7

4. Revise this section to clarify that not only do you have a history of losses, but you have
not, to date, produced meaningful revenues.

Use of Proceeds, page 47

5. For each therapeutic program that you intend to develop with the proceeds from this
offering, please state the anticipated stage of development that you expect to reach using
the proceeds of the offering.

Management’s Discussion and Analysis of Financial Cond ition and Results  of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Share -Based Compensation, page 66

6. We may have additional comments on your accounting for equity issuances including
stock compensation and beneficial conversion features.   Once you have an estimated
offering price, please provide us an analysis explaining the reasons for the differences
between recent valuations of your common stock leading up to the IPO and the estimated
offering price.

Business, page 71

7. Please revise yo ur disclosure  to provide brief explanations of scientific terms to enable a
lay investor to understand.  For instance, at first use, please define the following terms:

 “Stereochemistry technology;”
 “Stereopure nucleic acid therapeutics;”
 “Stereoisomer mix tures;”
 “Antisense;”
 “oligonucleotide stereochemistry;”

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2, 2015
Page 3

  “Ribonucleic acid interference;”
 “Exon skipping;”
 “HTT SNP -1 and HTT SNP -2;”
 “Exon 51;”
 “SMAD7;”
 “KRT14 SNP -1 and KRT14 SNP -2;”
 “Chiral centers;”
 “directing medicine ‘upstream’ of protein production;” and
 “splice -correction”

 Please make corresponding changes to the Prospectus Summary.

Proof of Concept of Our Technology , page 74

Efficacy, page 76

8. We note your statement that the results of your preclinical study “ confirm [y]our ability
to rationally design PS -modified nucleic acid therapeutics with greater stability, catalytic
activity, efficacy and durability .”  Because approval of the FDA and other comparable
regulatory agencies is dependent on such agencies making a determination (acc ording to
criteria specified in law and agency regulations) that a drug or biologic is effective, it is
premature for you to describe or suggest that any non-approved product i s effective.
Accordingly, please delete this language throughout your registrat ion statement.   In
addition, please revise your disclosure as necessary to make clear that any observations
you make about your products’ potential for efficacy are your own, are not based on the
FDA’s or any other comparable governmental agency’s assessme nt and do not indicate
that your products will achieve favorable results in any later stage trials or that the FDA
or comparable agency will ultimately determine that your product is effective for
purposes of granting marketing approval.

Immunogenicity, p age 78

9. Please provide a brief explanation of the term “ C3a levels ” for a lay investor to
understand.

10. Please provide a brief discussion of enzyme -linked immunosorbent assay (ELISA)
analytical method .

Our Initial Therapeutic Candidates, page 80

11. Revise this section to clarify which of your candidates will require the Max Planck
license in order for you to continue your research and proceed through the approval
process.

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2, 2015
Page 4

 Intellectual Property, page 87

12. We note your discussion of patents licensed fr om or co -owned with the University of
Tokyo or Shin Nippon Biomedical Laboratories, Ltd.  Please provide a discussion of the
material terms of such license or co -ownership agreements and file the agreements as
exhibits to the registration statement.  In th e alternative, please provide your analysis for
why these patents and the underlying agreements are not material to your business.

Competition, page 88

13. To the extent known, please disclose the stage of development of competing product
candidates.

Genera l

14. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Secur ities Act,
whether or not they retain copies of the communications.

15. Please confirm that the images included in your draft registration statement are all of the
graphic, visual or photographic information you will be including.  If you intend to use
any additional images, please provide us proofs of such materials.  Please note that we
may have comments regarding this material.

You may contact Lisa Vanjoske  at (202) 551 -3614 or Joel Parker , Accounting Branch
Chief,  at (202) 551 -3651 if you have questions regarding comments on the financial statements
and related matters.  Please contact Christin a De Rosa at (202) 551 -3577, or Christian Windsor,
Special Counsel,  at (202) 551 -3419 with any other questions.

Sincerely,

 /s/ Christian Windsor
 Special Counsel
 For

 Suzanne Hayes
Assistant Director
cc: Via E -mail
 Matthew J. Gardella
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
 One Financial Center
 Boston, MA 02111

Paul B. Bolno, M.D.
WAVE Life Sciences Pte. Ltd.
October 2, 2015
Page 5