Wave Systems Corp. (NASDAQ: WAVX) today announced that it has completed an unsecured convertible bridge financing consisting of a $490,000 convertible bridge instrument that is required to be repaid on or before December 24, 2015 with a repayment amount of $588,000. Noteholders were issued warrants to purchase up to 1,225,000 shares of Wave’s Class A common stock at an exercise price of $0.18 per share. These warrants cannot be exercised for a period six months after the effective date of the transaction and the warrants expire in September 2020.
If Wave fails to pay the repayment amount by the repayment date, the holders may (but are not required to) elect to convert the bridge investment into shares of our Class A common stock at a conversion rate based on the repayment amount divided by an amount equal to the lesser of $0.168 and 80% of Wave’s VWAP for the 5 trading day period prior to the date on which the conversion election is made. The bridge securities may not be converted into more than 19.9% of the outstanding common shares immediately preceding the transaction, unless a shareholder approval is obtained by Wave. The investors were granted resale registration rights in respect of the common stock issuable under the convertible bridge securities and warrants.
Security Research Associates acted as the placement agent in connection with the offering and will receive (i) a cash payment of $29,400 and (ii) warrants to purchase up to 73,500 shares of our Class A common stock at an exercise price of $0.18 per share. These warrants cannot be exercised for a period six months after the effective date of the transaction and these warrants expire in September 2020.