UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~August~~September 1323, 2015

WAVE SYSTEMS CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

DELAWARE	0-24752	13-3477246
(State or Other Jurisdiction ofIncorporation)	(Commission FileNumber)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission FileNumber)	(IRS EmployerIdentification No.)

480 Pleasant Street, Lee, Massachusetts 01238

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (~~ZIP~~Zip Code)

Registrant’s telephone number, including area code (413) 243-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.~~02 Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition.~~Definitive Agreement

On ~~August~~September 1323, 2015, Wave Systems Corp. ~~announced~~(the ~~results~~“Company”) ~~for~~entered ~~its~~into ~~second~~Convertible ~~quarter~~Bridge ~~ended~~Instrument ~~June~~and ~~30,~~Warrant ~~2015~~Subscription ~~and~~Agreements ~~highlighted~~(the ~~recent~~"Agreements") ~~corporate~~with ~~developments~~certain investors. ~~This~~ The ~~announcement~~Agreements ~~was~~consists ~~made~~of ~~via~~(i) a ~~conference call~~$490,000 unsecured ~~webcast~~bridge ~~and~~instrument ~~press~~that ~~release~~is ~~entitled~~required ~~“Wave~~to ~~Reports~~be Q2repaid ’on 15or ~~Results”. A~~before ~~copy~~December of24, ~~this~~2015 with ~~press~~a ~~release~~repayment isamount ~~attached~~of ~~hereto~~$588,000 as(the ~~Exhibit 99.1~~"repayment amount") and is(ii) ~~incorporated~~warrants ~~herein~~to bypurchase ~~reference. This~~up ~~Form 8-K~~to ~~and~~1,225,000 ~~Exhibits~~shares ~~99.1~~of ~~hereto~~Wave’s ~~are~~Class ~~each~~A ~~being~~common ~~furnished~~stock toat ~~the~~an ~~Securities~~exercise ~~and~~price ~~Exchange~~of ~~Commission~~$0.18 ~~(the~~per ~~“SEC”)~~share. These ~~pursuant~~warrants tocannot ~~Item 2.02~~be ofexercised ~~Form 8-K~~for ~~and~~a ~~are~~period ~~therefore~~six ~~not~~months toafter bethe ~~considered~~effective ~~“filed”~~date ~~with~~of the ~~SEC~~transaction and expire in September 2020.

2If the Company fails to pay the repayment amount by the repayment date of December 24, 2015, holders may (but are not required to) elect to convert the bridge instrument 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 instrument 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 instrument and warrants.

~~Item~~Security 9Research 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.~~01 Financial~~18 ~~Statements~~per share. These warrants cannot be exercised for a period six months after the effective date of the transaction and ~~Exhibits~~expire in September 2020.

~~(d) Exhibits~~Item 8.01 Other Events

Exhibit		Description
99.1		Press Release dated August 13, 2015.

On September 28, 2015, the Company issued a press release announcing the convertible bridge loan financing described in Item 1.01 of this report. A copy of this press release is attached as Exhibit 99.1 to this report, and is incorporated herein by reference in its entirety.

* Exhibit 99.1 is being furnished to the SEC pursuant to Item 29.~~02 and is not being filed with the SEC~~01. ~~Therefore,~~Financial ~~this~~Statements ~~exhibit~~and ~~is not incorporated by reference in any of the registrant’s other SEC filings~~Exhibits.

3(d) Exhibits.

SIGNATURES



Exhibit No.		Description

Exhibit 4.1		Form of Subscription Agreement.

Exhibit 4.2		Form of Note Agreement.

Exhibit 4.3		Form of Warrant Agreement.

Exhibit 99.1		Press release dated September 28, 2015.

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/ Walter A. Shephard
		Walter A. Shephard
		Chief Financial Officer
Dated: August 14, 2015

WAVE SYSTEMS CORP.

4By: /s/ Walter A. Shephard

Walter A. Shephard

Chief Financial Officer

Dated: September 29, 2015

EXHIBIT INDEX

Exhibit		Description
Exhibit No.		Description
99.1		Press Release dated August 13, 2015.
Exhibit 4.1		Form of Subscription Agreement.
Exhibit 4.2		Form of Note Agreement.
Exhibit 4.3		Form of Warrant Agreement.
Exhibit 99.1		Press release dated September 28, 2015.

* Exhibit 99.1 is being furnished to the SEC pursuant to Item 2.02 and is not being filed with the SEC. Therefore, this exhibit is not incorporated by reference in any of the registrant’s other SEC filings.

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