Lee, MA
October 19, 2012

Wave Systems Corp. (NASDAQ:WAVX) today announced that it has entered into agreements with certain institutional investors for a registered direct placement of approximately 3,324,750 shares of its Class A common stock at a price of $1.0025 per share, yielding gross proceeds of  $3,333,062. Additionally, investors in the offering will receive five-year warrants to purchase an aggregate of 1,662,375 shares of Wave’s Class A common stock for $0.94 per share. The net proceeds of the financing will be used to fund Wave’s ongoing operations.

The offering is expected to close on or about October 23, 2012, subject to the satisfaction of customary closing conditions.

Dawson James Securities, Inc. acted as exclusive placement agent in connection with the offering. 

The shares and warrants described above are being offered pursuant to a shelf registration statement (File No. 333-175046) which was declared effective by the Securities and Exchange Commission on July 22, 2011. A prospectus supplement related to the public offering will be filed with the Securities and Exchange Commission (SEC). When filed with the SEC, copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained at the SEC's website at http://www.sec.gov or by request at Dawson James Securities by e-mailing placements@djsiny.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

For more information please contact:

Wave Contact:
Gerard T. Feeney, CFO   info@wavesys.com



Investor Relations:
David Collins, Eric Lentini
Catalyst Global LLC
212-924-9800 office / 917-734-0339 mobile