Issuance of Common Stock

9 Months Ended

Sep. 30, 2013

Issuance of Common Stock

Issuance of Common Stock

10.   Issuance of Common Stock

During the three-month period ended September 30, 2013, Wave received net proceeds of $2,508,576 after deducting offering costs of approximately $84,000, in connection with the issuance of 1,862,360 shares of Class A Common Stock in it’s at the market offerings through MLV.  The shares were sold at prices ranging from $1.00 - $1.71 per share.

On September 16, 2013 Wave entered into a Software Development and License Agreement (“the Development Agreement”) with EXO5, LLC (“EXO5”).  EXO5 is a company owned by Richard Lee, an experienced software project manager who joined Wave in September 2011 as Project Manager for Cloud Services.  Pursuant to the Development Agreement, Wave issued EXO5 372,578 shares of Class A Common Stock valued at $500,000 to acquire a perpetual license for EXO5’s Cloud Application Platform (“the Platform”).  Wave also entered into separate statements of work with EXO5 to develop a SED Management Feature to incorporate with the licensed Platform to allow for the management of SED’s in the cloud.  The cost associated with the issuance of Class A Common Stock and the development costs, which were paid in cash, have been accounted for in accordance with ASC Topic 350-40 Internal-Use Software and these costs have led to the creation of Wave’s hosted cloud platform.  Customers can access Wave’s cloud platform on a subscription basis.

On July 25, 2013, Wave sold 1,204,470 shares of Class A Common Stock at $1.27 per share for gross proceeds of $1,529,677.  This financing was completed under the 2011 shelf registration statement. SRA entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering.  Wave agreed to pay SRA a fee equal to 6% of the gross proceeds of this offering.  We realized approximately $1,408,000 in net proceeds after deducting the placement agent fees of approximately $92,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000.  In connection with the financing, we also issued warrants to SRA to purchase up to 72,268 shares of Wave Class A Common Stock for $1.27 per share.  These warrants expire on July 25, 2016.

On April 23, 2013, Wave sold 1,585,000 shares of Class A Common Stock at $2.00 per share for gross proceeds of $3,170,000. This financing was completed under the 2011 shelf registration statement.  Dawson entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering.  Wave agreed to pay Dawson a fee equal to 6% of the gross proceeds of this offering.  We realized approximately $2,920,000 in net proceeds after deducting the placement agent fees of $190,200 and additional legal and other fees associated with the issuance of these securities totaling approximately $60,000. In connection with the financing, we also issued warrants to the subscribers to purchase up to 792,500 shares of Wave Class A Common Stock for $2.48 per share. These warrants expire on October 23, 2018.

During the three-month period ended June 30, 2013, Wave received net proceeds of $1,380,682 after deducting offering costs of approximately $45,000, in connection with the issuance of 840,581 shares of Class A Common Stock in it’s at the market offerings through MLV.  The shares were sold at prices ranging from $1.52 - $2.68 per share.

On June 1, 2013, Wave issued 132,970 shares of Class A common stock to Wave employees for $1.29 per share, pursuant to the Wave 2004 Employee Stock Purchase Plan.  Wave received proceeds of $171,796 from the sale of these shares.

On March 13, 2013, Wave entered into agreements with certain institutional investors for a private placement of 301,205 shares of its Class A Common Stock at a price of $3.32 per share, yielding gross proceeds of $1,000,000.  Wave agreed to pay Dawson, the placement agent, a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $910,000 in net proceeds after deducting the placement agent fees of $60,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000.  Wave also issued warrants to the subscribers to purchase 150,603 shares of Class A common stock at an exercise price of $3.32 per share.  These warrants expire in October 2018.

During the three-month period ended March 31, 2013, Wave received net proceeds of $262,945 after deducting offering costs of approximately $8,700, in connection with the issuance of 94,988 shares of Class A Common Stock in it’s at the market offerings through MLV.  The shares were sold at prices ranging from $2.80 - $2.92 per share.

During the three-month period ended March 31, 2013, Wave received gross proceeds of $42,039 in connection with the issuance of 12,983 shares of Class A Common Stock upon the exercise of employee stock options.  The employee stock options were exercised at $3.24 per share.