Item 2.02 Results of Operations and Financial Condition.

On November 9, 2012, Wave Systems Corp. announced results for its third quarter ended September 30, 2012 and highlighted recent corporate developments. This announcement was made via a conference call, webcast and press release entitled "Wave Reports Q3 Revenues of $7.0M and Reviews Recent Developments and New Product Launches". 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. This Form 8-K and Exhibits 99.1 hereto are each being furnished to the Securities and Exchange Commission (the "SEC") pursuant to Item 2.02 of Form 8-K and are therefore not to be considered "filed" with the SEC.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

99.1 Press Release dated November 9, 2012.

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* Exhibit 99.1 is being furnished to the SEC pursuant to Item 2.02 and is not being filed with the SEC. Therefore, this exhibit is not incorporated by reference in any of the registrant's other SEC filings.

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