Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.

On September 15, 2009, Wave Systems Corp. (the "Company") received notification from the Listing Qualifications Department of The Nasdaq Stock Market indicating that the Company's Class A Common stock is subject to potential delisting from The Nasdaq Capital Market because for a period of 30 consecutive business days, the bid price of the Company's Class A common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the "Bid Price Rule").

The Nasdaq notice indicated that, in accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until March 15, 2010 to regain compliance. If, at anytime before March 15, 2010, the bid price of the Company's Class A Common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that it has achieved compliance with the Bid Price Rule.

If the Company fails to regain compliance with the Bid Price Rule before March 15, 2010 but meets all of the other applicable standards for initial listing on the Nasdaq Capital Market with the exception of the minimum bid price, then the Company will have an additional 180 calendar days, or until September 13, 2010 to regain compliance with the Bid Price Rule. The Company currently meets the Nasdaq Capital Market initial listing requirements set forth in Nasdaq Marketplace Rules 5505(a) and 5505(b)(2) except for the minimum bid price and the $4 million shareholders' equity requirements.

Item 8.01. Other Events.

A copy of the Company's press release announcing this information is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release of Wave, dated September 16, 2009.

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