Wave to Raise $3,170,000 in Registered Direct Offering

Wave to Raise $3,170,000 in Registered Direct Offering 
LEE, MA -- (Marketwired) -- 04/24/13 --  Wave Systems Corp. (NASDAQ:
WAVX) today announced that it has entered into agreements with
certain institutional and other investors for a registered direct
placement of 6,340,000 shares of its Class A common stock at a price
of $0.50 per share, yielding gross proceeds of $3,170,000.
Additionally, investors in the offering will receive five-year
warrants to purchase an aggregate of 3,170,000 shares of Wave's Class
A common stock for $0.62 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 April 26, 2013, subject
to the satisfaction of customary closing conditions. 
H.C. Wainwright & Co., LLC acted as lead placement agent in
connection with the offering, and Dawson James Securities, Inc. acted
as co-placement agent.  
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
H.C. Wainwright & Co., LLC by e-mailing placements@hcwco.com or from
Dawson James Securities, Inc. at 561-208-2939. 
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. 
About Wave Systems 
 Wave Systems Corp. (NASDAQ: WAVX) reduces the
complexity, cost and uncertainty of data protection by starting
inside the device. Unlike other vendors who try to secure information
by adding layers of software for security, Wave leverages the
security capabilities built directly into endpoint computing
platforms themselves. Wave has been a foremost expert on this growing
trend, leading the way with firs
t-to-market solutions and helping
shape standards through its work as a board member for the Trusted
Computing Group.  
Safe Harbor for Forward-Looking Statements
 This press release may
contain forward-looking information within the meaning of the Private
Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
including all statements that are not statements of historical fact
regarding the intent, belief or current expectations of the company,
its directors or its officers with respect to, among other things:
(i) the company's financing plans; (ii) trends affecting the
company's financial condition or results of operations; (iii) the
company's growth strategy and operating strategy; and (iv) the
declaration and payment of dividends. The words "may," "would,"
"will," "expect," "estimate," "anticipate," "believe," "intend" and
similar expressions and variations thereof are intended to identify
forward-looking statements. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, many of which are beyond the
company's ability to control, and that actual results may differ
materially from those projected in the forward-looking statements as
a result of various factors. Wave assumes no duty to and does not
undertake to update forward-looking statements. 
All brands are the property of their respective owners. 
Gerard T. Feeney
Investor Relations:
David Collins, Eric Lentini
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