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Published on 12/31/2008 in the Prospect News PIPE Daily.

New Issue: Wave plans $1.28 million direct offering of 8% preferreds

By Devika Patel

Knoxville, Tenn., Dec. 26 - Wave Systems Corp. said it will conduct a $1.28 million direct offering of series K convertible preferred shares under a $25 million shelf registration statement.

The company will sell 456 preferreds at $2,800 apiece.

The 8% preferred stock may be converted into 10,000 common shares at any time or automatically on the date on which the average closing price per share of Wave class A common stock for the 15 consecutive trading day period then ended equals or exceeds $0.70.

In total, the preferreds may be converted into 4.56 million shares.

Investors will also receive warrants for 2,500 common shares for each preferred purchased, or a total of 1.14 million shares. The warrants are each exercisable at $0.28 for three years.

Security Research Associates is the agent.

Wave Systems is a Lee, Mass., maker of hardware and software-based digital security products for computers.

Issuer:Wave Systems Corp.
Issue:Series K convertible preferred shares
Amount:$1,276,800
Preferred shares:456
Price:$2,800
Dividends:8%
Conversion ratio:Into 4.56 million common shares
Warrants:For 1.14 million shares
Warrant expiration:Three years
Warrant strike price:$0.28
Agent:Security Research Associates
Pricing date:Dec. 26
Stock symbol:Nasdaq: WAVX
Stock price:$0.39 at close Dec. 26
Market capitalization:$22.8 million

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