Item 8.01. Other Events.

On June 11, 2009, Wave Systems Corp. ("Wave" or the "Company") received notice from the NASDAQ Stock Market stating that, because the closing bid price of its Class A common stock had been at or above $1.00 per share for at least 10 consecutive trading days, it had regained compliance with the minimum bid price rule enumerated in NASDAQ Listing Rule 5550(a)(2).

In addition, as a result of the 15-day average of the closing bid price of its Class A Common Stock exceeding $1.00 on June 9, 2009, all of the outstanding shares of Wave's Series J convertible preferred stock (issued in October 2008) automatically converted into Class A Common Stock in accordance with the terms of the Certificate of Designations for the Series J convertible preferred stock.

Through June 9, 2009 32 (of the original 111) shares of Series J convertible preferred stock had been converted into shares of Class A common stock at the election of the holders thereof. As set forth above, all of the remaining 79 outstanding shares of Wave's Series J convertible preferred stock were automatically converted into shares of Class A Common Stock on June 9, 2009. Each share of Series J convertible preferred stock converted into 10,000 shares of the Company's Class A common stock.

A copy of the Company's press release announcing this information is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release of Wave, dated June 15, 2009.

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