Item 8.01. Other Events.

On January 10, 2013, Wave Systems Corp. (the "Company") received notification from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") granting an additional 180-day period, or until July 8, 2013, to regain compliance with Nasdaq's minimum $1.00 bid price per share requirement. Under Nasdaq listing rules, the Company was granted this extension because it met the continued listing requirement for market value of publicly held shares and all other applicable Nasdaq listing requirements, except the bid price requirement, and the Company provided written notice to Nasdaq of its intention to cure the bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary.

The Company will regain compliance with the minimum bid price requirement if at any time prior to July 8, 2013, the bid price for the Company's common stock closes at $1.00 per share or above for a minimum of 10 consecutive business days.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WAVE SYSTEMS CORP.

By: /s/Gerard T. Feeney Gerard T. Feeney Chief Financial Officer

Dated: January 11, 2013

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