UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): December 28, 2015

Date of Report (Date of earliest event reported): December 14, 2015

WAVE SYSTEMS CORP.

(Exact name of registrant as specified in its charter)

DELAWARE	0-24752	13-3477246
(State or other jurisdiction ofincorporation)	(Commission FileNumber)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

480 Pleasant Street, Lee, Massachusetts 01238

(Address of principal executive offices) (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 13.~~01 Entry~~03. Material ~~Into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

To the extent required by Item 3.~~02 Unregistered~~03 ~~Sales~~of Form 8-K, the information contained in Item 5.03 of ~~Equity~~this ~~Securities~~Current Report on Form 8-K is incorporated by reference herein.

OnItem ~~December 14, 2015, Wave Systems Corp~~5. ~~(“Wave”) entered into a financing facility with Marble Bridge Funding Group, Inc~~03. (“MBFG”) pursuant to a Receivables Purchase Agreement by and between Wave and MBFG (the “Purchase Agreement”), as supplemented by an Addendum to the Purchase Agreement by and between Wave and MBFG and by a separate Validity Guaranty delivered in connection therewith (the “Addendum,” and, collectively with the Purchase Agreement, the “Facility”), pursuant to which MBFG will factor certain eligible accounts receivable and purchase orders from Wave. ~~Subject~~Amendments to ~~the~~Articles ~~terms and conditions in the Purchase Agreement, MBFG will provide an advance rate~~ of ~~80%~~Incorporation onor ~~the~~Bylaws; ~~face~~Change amount of accounts receivable submitted for financing and 70% on the face amount of purchase orders submitted for financing. There is a $750,000 sub-limit on factoring of purchase orders. Wave will pay a discount fee for each factored receivable equal to 0.95% of the face amount of such receivable for each 15-day period that has elapsed since and including the applicable purchase date and through the Payment Date (as such term is defined in ~~the~~Fiscal ~~Purchase Agreement)~~Year. The discount fee for each purchase order will be 1.95% per 15-day period. Upon the occurrence of any event of default, pricing on the combined financing facility will increase by 1.0% per 30 days until cured. Wave has also paid a $850 per month facility monitoring fee and a one-time $7,000 due diligence fee. Wave has granted MBFG a first-priority, all-assets lien to secure its obligations under the Facility.

~~The~~On ~~term~~December of30, ~~the~~2015, ~~Facility~~Wave ~~will~~Systems beCorp. ~~one~~ (1“Wave”) ~~year~~announced ~~with~~that, ~~automatic~~following ~~renewal~~shareholder approval at an annual meeting of ~~consecutive~~the ~~one~~stockholders ~~(1)~~held ~~year~~on ~~terms~~December ~~thereafter;~~28, ~~provided~~2015, ~~that~~Wave’s ~~the~~Board ~~term~~ of ~~the~~directors ~~financing~~has ~~for~~approved ~~purchase~~a ~~orders~~1-for-10 isreverse 9stock ~~months.~~split of Wave’s ~~will~~common ~~have~~stock, ~~the~~effective ~~right~~as toof ~~terminate~~December 31, 2015 (the ~~Facility~~“Reverse ~~upon~~Stock 90Split”). In ~~days’~~connection ~~prior~~with ~~written~~the ~~notice~~Reverse atStock ~~least~~Split, 90Wave ~~days~~filed ~~before~~with the ~~renewal~~Secretary ~~date,~~of soState ~~long~~of asthe ~~there~~State ~~are~~of noDelaware ~~outstanding~~a ~~and~~Certificate ~~unpaid~~of ~~receivables~~Amendment ~~that~~of ~~have~~Wave’s ~~been~~Restated ~~purchased~~Certificate byof ~~MBFG~~Incorporation ~~and~~(the no“Certificate ~~fees,~~of ~~charges~~Amendment”) orto ~~other~~effect ~~obligations~~the ~~owed~~Reverse toStock ~~MBFG. MBFG~~Split ~~may~~and ~~terminate~~to decrease the ~~Facility~~number ~~upon~~of 90authorized ~~days’~~shares ~~prior~~of ~~written~~Wave’s ~~notice~~Class atA ~~any~~common ~~time. If~~stock, ~~the~~par ~~Facility~~value is$.01 ~~terminated~~per ~~for~~share ~~any~~(the ~~other~~“Class ~~reason~~A ~~than~~Common byStock” ~~Wave~~and asClass ~~described~~B ~~above~~Common orstock, inpar ~~connection~~value ~~with~~$.01 anper ~~acquisition~~share of(the ~~Wave~~“Class ~~resulting~~B inCommon ~~gross~~Stock” ~~proceeds~~and, ~~payable~~together bywith the ~~acquiror~~Class ofA atCommon ~~least $15~~Stock,~~000,000,~~ ~~then~~the ~~Seller~~“Common ~~will~~Stock”) ~~pay~~from ~~MBFG~~approximately 60,821,140 ashares ~~termination~~in ~~fee~~the ~~equal~~aggregate to ~~the~~approximately ~~highest~~6,082,114 ~~total~~shares. A ~~cumulative~~copy ~~fees~~of ~~charged~~the byCertificate ~~MBFG~~of ~~during~~Amendment ~~any~~is ~~90-day~~attached ~~period~~as ~~after~~Exhibit 3.1 ~~the~~hereto ~~closing~~and ~~date~~incorporated ofherein ~~the~~by ~~Facility~~reference.

The ~~Facility~~Certificate ~~will~~of beAmendment ~~limited~~became toeffective aas ~~maximum borrowing~~ of ~~$500~~5:00 p.m.,~~000~~ ~~until~~Eastern ~~an investment bank~~time, approved by MBFG, has been retained by Wave to pursue a sale or other strategic alternatives (the “Investment Bank Condition”). A failure to satisfy the Investment Bank Condition within 14 days of initial funding by MBFG will result in an event of default under the Facility. However, on December 1530, 2015, ~~the~~at ~~Investment~~which ~~Bank~~time ~~Condition~~every ~~was~~ten ~~satisfied~~shares ~~by Wave. In addition, an event~~ of ~~default~~issued ~~will~~and ~~also~~outstanding ~~occur~~Class ifA ~~Wave~~Common ~~does~~Stock ~~not~~and ~~receive~~Class anB ~~offer~~Common toStock ~~license~~were orautomatically ~~purchase~~combined into one orissued ~~more~~and ~~patents~~outstanding ~~owned~~share ~~by Wave or any~~ of ~~its~~Class ~~subsidiaries~~A ~~within~~Common 60Stock ~~days~~or ofClass ~~initial~~B ~~funding~~Common ~~by MBFG. If there is an event of default with respect to either of the foregoing conditions~~Stock, ~~MBFG~~as ~~will be entitled to receive from Wave $100~~applicable,~~000~~ ~~upon~~without the occurrence of each such event and an additional $50,000 for each 30-day period that elapses prior to cure. Due to the Investment Bank Condition being satisfied, the total maximum borrowing under the Facility has been increased to $3,000,000 but is effectively limited to the extent of Wave’s qualifying accounts receivable and qualifying purchase orders at any ~~time. Further,~~change ~~Marble Bridge has the discretion to decline to make advances at any time. While this facility provides some assistance~~ in ~~financing our operations, it does not fully address many of~~ the ~~Company’s~~par ~~pressing~~value ~~financial~~per ~~challenges, including the $588,000 Convertible Bridge Instruments that mature on December 23, 2105~~share.

AsNo ~~additional~~fractional ~~consideration~~shares ~~for~~will ~~entering~~be ~~into the Addendum, Wave~~ issued toin ~~each~~connection ofwith ~~MBFG and its co-lender Agility Capital II LLC (“Agility”), a warrant to purchase up to 2,750,000 (5,500,000 in~~ the ~~aggregate)~~Reverse ~~shares~~Stock ofSplit. Stockholders ~~Wave’s~~who ~~Class~~would Aotherwise ~~common~~hold ~~stock at an exercise price of the lower of (~~a) ~~$0.15~~fractional ~~per~~ share ~~or (b) the lowest closing market price~~ of ~~Wave’s~~Common ~~Class~~Stock Awill ~~common~~receive stock within five days of the date of exercise of the warrant by MBFG or Agility, as applicable (such price, the “Exercise Price”). Each warrant expires on the fifth anniversary of the issue date (the “Expiration Date”), and may not be exercised for a ~~period~~cash ofpayment 6from ~~month following~~ the ~~issue~~proceeds ~~date. In the event Wave issues (i) its Class A common stock at an exercise price lower than the Exercise Price or (ii) securities convertible into shares~~ of ~~Wave’s Class A common stock with a conversion price~~ that issale ~~less than the Exercise Price~~ in ~~certain~~lieu ~~capital raising transactions, then the Exercise Price~~ of ~~the warrants issued to each of MBFG and Agility shall be adjusted to~~ such ~~lower~~fractional ~~amount~~share. In addition, if the gross revenue for Wave for any consecutive twelve (12) month period during the term of each warrant (the “Peak Annual Revenue”) is at least $12,000,000, MBFG and/or Agility, as applicable, may require Wave to purchase its warrant in an amount determined by multiplying the Peak Annual Revenue by five percent (5%). MBFG and Agility were also granted rights to participate in future equity offerings, subject to certain conditions.

~~The~~Item ~~issuance~~5.07. Submission of ~~the~~Matters ~~securities in connection with the Facility were exempt from registration pursuant~~ to ~~Rule~~a ~~506~~Vote of ~~the~~Security ~~Securities Act of 1933, as amended~~Holders.

~~Although~~On December 28, 2015, the ~~foregoing~~stockholders ~~documents~~of ~~were~~Wave ~~dated~~voted byto approve the ~~parties~~Reverse asStock ofSplit ~~December~~and 7,Certificate ~~2015~~of Amendment, ~~the~~which ~~parties~~is ~~did~~described ~~not~~in ~~release~~more ~~signatures~~detail ~~and~~in ~~make~~ the ~~documents~~Company’s ~~effective~~definitive ~~and~~proxy ~~binding~~statement ~~until~~on ~~MBFG~~Schedule ~~and~~14A ~~Wave~~filed ~~determined~~with tothe ~~fund~~U.S. ~~the~~Securities ~~Facility~~and Exchange Commission on December 148, 2015. Stockholders approved the proposals presented for a vote. The table below sets forth the number of votes case for and against or withheld, for each matter voted upon by the Company’s stockholders.

~~The~~Proposal foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Facility is qualified in its entirety by reference to the full text of the (i) Purchase Agreement, which is filed as Exhibit 10.1: to this Current Report on Form 8-K and is incorporated herein by reference and (ii) Addendum to Purchase Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The ~~foregoing~~approval ~~description~~ of the ~~warrants~~Certificate ~~issued to each~~ of ~~MBFG~~Amendment ~~and Agility are qualified in their entirety by reference~~ to ~~the~~effect ~~full~~a ~~text~~reverse ofstock ~~the~~split ~~Form~~ of ~~Warrant which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of~~ the ~~Validity~~Class ~~Guaranty~~A isCommon ~~qualified in its entirety by reference to the full text of the Validity Guaranty which is filed as Exhibit 10~~Stock.~~4 to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~Item 8.01 Other Events~~For Against Abstain

~~On December 15~~38, ~~2015~~148, ~~Wave issued a press release announcing its entry into the Facility~~754 8, ~~and the issuance of the warrants described in Item 1.01 of this report. A copy of this press release is attached as Exhibit 99.1 to this report~~876, ~~and is incorporated herein by reference in its entirety.~~650 188,136

~~Item~~Proposal ~~9.01. Financial~~2: ~~Statements~~The ~~and~~approval ~~Exhibits~~of the Certificate of Amendment to effect a reverse stock split of the Class B Common Stock.

~~(d) Exhibits~~For Against Abstain

Exhibit No.	Description
10.1	Receivables Purchase Agreement, dated December 7, 2015, by and between Wave Systems Corp. and Marble Bridge Funding Group, Inc.
10.2	Addendum to Receivables Purchase Agreement, dated December 7, 2015, by and between Wave Systems Corp. and Marble Bridge Funding Group, Inc.
10.3	Form of Warrant issued to each of Marble Bridge Funding Group, Inc. and Agility Capital II LLC.
10.4	Validity Guaranty, dated December 7, 2015, by and between Wave Systems Corp. and Marble Bridge Funding Group, Inc.
99.1	Press Release, dated December 15, 2015.

38,051,754 8,964,885 196,899

Item 8.01. Other Events.

The Reverse Stock Split was announced by means of a press release entitled “Following Shareholder Approval of Reverse Split Proposal, Wave’s Board Approves 1-for-10 Reverse Stock Split.” A copy of this press release has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description

Exhibit 3.1		Certificate of Amendment of Restated Certificate of Incorporation of Wave.
Exhibit 99.1		Press Release of Wave, dated December 30, 2015, announcing the Reverse Stock Split.

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.



	WAVE SYSTEMS CORP.


	By:
		Walter A. Shephard
		Chief Financial Officer

Dated: December 30, 2015

~~By: /s/~~EXHIBIT ~~Walter A. Shephard~~INDEX

Walter A. Shephard



Exhibit No.		Description

Exhibit 3.1		Certificate of Amendment of Restated Certificate of Incorporation of Wave.
Exhibit 99.1		Press Release of Wave, dated December 30, 2015, announcing the Reverse Stock Split.

Chief Financial Officer

Dated: December 17, 2015

Exhibit Index

Exhibit No.	Description
10.1	Receivables Purchase Agreement, dated December 7, 2015, by and between Wave Systems Corp. and Marble Bridge Funding Group, Inc.
10.2	Addendum to Receivables Purchase Agreement, dated December 7, 2015, by and between Wave Systems Corp. and Marble Bridge Funding Group, Inc.
10.3	Form of Warrant issued to each of Marble Bridge Funding Group, Inc. and Agility Capital II LLC.
10.4	Validity Guaranty, dated December 7, 2015, by and between Wave Systems Corp. and Marble Bridge Funding Group, Inc.
99.1	Press Release, dated December 15, 2015.

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