Wave Systems
May 25, 2007

Lee, MA

Wave Systems Corp. (NASDAQ:WAVX - www.wave.com), a developer of trusted computing solutions and services, submitted the following FEC financial statement:




Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.


On May 24, 2007, Wave Systems Corp. ("Wave") entered into Subscription Agreements (the "Subscription Agreements") with certain purchasers (the "Purchasers") pursuant to which Wave agreed to sell a total of 7,317,073 shares of Class A Common Stock, par value $.01 per share (the "Common Shares"), for an aggregate purchase price of approximately $15,000,000. The Common Shares were priced at $2.05. The Common Shares are to be drawn-down off of a shelf registration statement declared effective by the Securities and Exchange Commission on April 27, 2007. The form of Subscription Agreement is attached hereto as Exhibit 99.1.


Security Research Associates, Inc. (the "Placement Agent") acted as placement agent in connection with the offering. In connection with this offering, we have agreed to pay the Placement Agent a cash fee of $750,000 (5% of the gross proceeds paid to Wave in connection with the offering) and will issue to the Placement Agent a warrant to purchase up to 365,853 shares of Class A common stock at the price of $2.05 per share. The Placement Agent has no obligation to buy any Common Shares from us. A prospectus supplement related to the offering will be filed with the Securities and Exchange Commission.


On May 24, 2007, Wave issued a press release announcing the transaction. A copy of this press release has been filed with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.


For more information about the company, visit: www.wave.com.