Lee, MA
May 21, 2015

Wave Systems Corp. (NASDAQ: WAVX) today announced the pricing of a $4.7 million underwritten public offering of 7.3 million units. Each unit consists of one share of Class A common stock and a warrant to purchase 0.5 shares of Class A common stock, at a public offering price of $0.65 per unit.  The Company has also granted the underwriter a 30-day option to purchase up to an additional 1.095 million shares of Class A common stock and/or warrants to purchase up to 547,500 shares of Class A common stock to cover overallotments in connection with the offering. Each warrant will have an exercise price of $0.81 per share and will be exercisable for 60 months beginning from the date of original issuance. The Company expects to receive net proceeds of approximately $4.4 million after underwriting discounts and commissions, assuming no exercises of the overallotment option. The offering is expected to close on or about May 27, 2015, subject to customary closing conditions.

The Company currently expects to use the net proceeds from the offering for working capital purposes.

Roth Capital Partners is acting as the sole manager for the offering. 

The offering of the shares will be made under the Company’s effective shelf registration statement (File No. 333-200316) filed with the Securities Exchange Commission (the “SEC”).  A prospectus supplement relating to the offering will be filed with the SEC and will be available by visiting the EDGAR database on the SEC’s web site at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of the Company’s common stock, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  Copies of the preliminary prospectus supplement and accompanying base prospectus relating to this offering may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Newport Beach, CA 92660, (800) 678-9147 or email:  rothecm@roth.com or by accessing the SEC’s website, www.sec.gov.

For more information please contact:

Wave Contact:
Wave Systems Corp.
Walter A. Shephard, CFO


Investor Relations:
David Collins, Chris Eddy
Catalyst Global LLC
212-924-9800 office