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
Date of Report (Date of earliest event reported): July 16, 2015
WAVE SYSTEMS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE
 
0-24752
 
13-3477246
(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 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 16, 2015, Wave Systems Corp. (the “Company”) received written notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) indicating that, because the Company did not maintain a minimum closing bid price of $1.00, as required by NASDAQ Listing Rule 5550(a)(2), as of July 14, 2015, the Company’s common shares would be subject to delisting from NASDAQ effective July 27, 2015, unless the Company timely requests a hearing before the NASDAQ Listing Qualifications Panel (the “Panel”). As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2015 regarding its receipt of written notice from NASDAQ notifying the Company that, because the Company’s bid price had closed below the $1.00 threshold for the preceding 30 business days and, in accordance with the Listing Rules, the Company had been provided a grace period of 180 calendar days, or until July 14, 2015, to regain compliance with NASDAQ Listing Rule 5550(a)(2).
The Company is considering its options with respect to a plan to regain and sustain compliance with the applicable NASDAQ listing criteria and the presentation of such plan at a hearing before the Panel. The Company’s common shares will remain listed on NASDAQ pending any such hearing and the expiration of any extension granted by the Panel following the hearing. There can be no assurance that the Panel would grant the Company’s request for continued listing on NASDAQ.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit No.
 
Description
 
 
 
Exhibit 99.1
 
Press Release, dated July 17, 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: July 20, 2015





EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
Exhibit 99.1
 
Press Release, dated July 17, 2015.







Exhibit 99.1
Wave Systems Announces Receipt of NASDAQ Notice of Non-Compliance

Lee, MA-July 17, 2015-Wave Systems Corp. (NASDAQ: WAVX) today announced that the Listing Qualifications Staff of The NASDAQ Stock Market LLC has provided notice to the Company that, based upon the Company’s continued non-compliance with the minimum $1.00 bid price requirement, as set forth in NASDAQ Listing Rule 5550(a)(2), as of July 14, 2015, the Company’s common shares would be subject to delisting from NASDAQ effective July 27, 2015 unless the Company timely requests a hearing before the NASDAQ Listing Qualifications Panel (the “Panel”).

The Company is considering its options with respect to a plan to regain and sustain compliance with the applicable NASDAQ listing criteria and the presentation of such plan at a hearing before the Panel. The Company’s common shares will remain listed on NASDAQ pending any such hearing and the expiration of any extension granted by the Panel following the hearing. There can be no assurance that the Panel would grant the Company’s request for continued listing on NASDAQ.

About Wave Systems
Wave Systems Corp. reduces the complexity, cost and uncertainty of authentication and 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 is a leading expert in this growing trend and is leading the way with first-to-market solutions and helped shape standards through its board seat on 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 company’s ability to retain its listing on the Nasdaq Capital Market. 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.

Wave Systems Corp.
 
Investor Relations
Walter A. Shephard, CFO
 
David Collins, Chris Eddy
(413) 243-1600
 
(212) 924-9800
investors@wave.com
 
wavx@catalyst-ir.com