Wave Systems Corp. (fka WAVXQ)

[mymoneybgone]

Possibillity of future litigation for all shares being offered since the Safend error discovered in March 2012 per the filing

We may be subject to claims and additional costs as a result of our determination in March 2012 that certain previously filed financial statements relating to Wave's acquired subsidiary, Safend, should not be relied upon.

In March 2012, Wave determined that previously filed financial statements of Wave's acquired subsidiary, Safend, relating to certain pre-acquisition periods should not be relied upon due to certain accounting errors, as further described in Wave's Current Report on Form 8-K filed with the SEC on March 15, 2012. To date, Wave has not filed restated pre-acquisition Safend financial statements. As a result, there is a risk that claims relating to these errors could be brought against us, including by purchasers of our shares in offerings made by us under our shelf registration statement. Since March 15, 2012 (excluding this offering), we have sold 12,691,399 shares, along with warrants exercisable for 2,956,287 shares, for an aggregate of approximately $11,719,000 under such registration statement. Any such claims or related litigation could result in substantial costs, divert management's attention and resources, and have a material adverse effect on our financial condition and results of operations.

http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001047469%2D13%2D004885%2Etxt&FilePath=%5C2013%5C04%5C25%5C&CoName=WAVE+SYSTEMS+CORP&FormType=424B5&RcvdDate=4%2F25%2F2013&pdf=