On April 8, 2009, Wave Systems Corp. ("Wave") entered into Subscription Agreements (the "Subscription Agreements") with certain purchasers (the "Purchasers") pursuant to which Wave is selling a total of 1,881,136 shares of Class A Common Stock, par value $.01 per share (the "Common Shares"), for an aggregate purchase price of approximately $1,034,625. The Common Shares are priced at $0.55 per share. The Purchasers are also receiving warrants to purchase 940,568 Common Shares at an exercise price of $0.55. The warrants are exercisable for three years beginning on the date of the initial issuance of the warrants. The Common Shares (including the shares issuable upon exercise of the warrants) are to be drawn-down off of a shelf registration statement (the "Registration Statement") declared effective by the Securities and Exchange Commission (the "SEC") on June 23, 2008. The form of Subscription Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Form of Warrant issued to the Purchasers is attached hereto as Exhibit 4.1 and incorporated herein by reference. A prospectus supplement related to the offering will be filed with the SEC.

Also on April 8, 2009, Security Research Associates, Inc. (the "Placement Agent") entered into a placement agency agreement (the "Placement Agency Agreement") with Wave in which they agreed to act as placement agent in connection with this offering. In connection with this offering, Wave agreed to pay the Placement Agent a cash fee of $62,078 (6% of the gross proceeds paid to Wave in connection with this offering) and will issue to the Placement Agent a warrant to purchase up to 112,868 Common Shares at an exercise price of $0.55 per share. The warrant is exercisable for three years beginning on the date of initial issuance of the warrant. The Placement Agent has no obligation to buy any Common Shares from us.

The Placement Agency Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The Form of Warrant issued to the Placement Agent is attached hereto as Exhibit 4.2 and incorporated herein by reference.

A copy of the opinion of Bingham McCutchen LLP, relating to the legality of the shares and warrants is filed as Exhibit 5.1 to this report and is filed with reference to, and is hereby incorporated by reference into the Registration Statement.

On April 9, 2009, 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 99.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit 4.1  Form of Warrant issued to the Purchasers.

Exhibit 4.2  Form of Warrant issued to the Placement Agent.

Exhibit 5.1  Opinion of Bingham McCutchen LLP.

Exhibit 10.1 Form of Subscription Agreement.

Exhibit 10.2 Placement Agency Agreement, dated as of April 8, 2009, by and between Wave and the

Exhibit 99.1 Press Release of Wave, dated April 9, 2009, announcing the transaction.