SANUWAVE Health Files 8-K on Shareholder Vote Submission

TL;DR

**SANUWAVE Health just filed an 8-K about a shareholder vote, so keep an eye out for what they're asking investors to approve.**

AI Summary

SANUWAVE Health, Inc. filed an 8-K on February 21, 2024, to report the submission of matters to a vote of security holders. The company, incorporated in Nevada with IRS Employer Identification No. 20-1176000, maintains its principal executive offices at 11495 Valley View Road, Eden Prairie, Minnesota 55344. This filing indicates that the company is engaging its shareholders on specific issues, though the details of the matters voted upon are not provided in this summary.

Why It Matters

This filing signals that SANUWAVE Health is taking actions that require shareholder approval, which could impact the company's future direction, governance, or capital structure.

Risk Assessment

Risk Level: medium — The filing itself is purely procedural, indicating a vote occurred or will occur, without revealing the nature of the matters voted on, thus posing no immediate risk.

Key Players & Entities

• SANUWAVE Health, Inc. (company) — registrant
• Nevada (company) — state of incorporation
• 20-1176000 (dollar_amount) — IRS Employer Identification No.
• February 21, 2024 (date) — date of report
• 770-419-7525 (dollar_amount) — registrant's telephone number

FAQ

Key Financial Figures

• $12.0 million — quirement that SEPA shall have at least $12.0 million at closing resulting from proceeds of (

Filing Documents

• ef20022117_8k.htm (8-K) — 40KB
• 0001140361-24-008781.txt ( ) — 165KB
• snwv-20240221.xsd (EX-101.SCH) — 4KB
• snwv-20240221_lab.xml (EX-101.LAB) — 20KB
• snwv-20240221_pre.xml (EX-101.PRE) — 14KB
• ef20022117_8k_htm.xml (XML) — 4KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On February 21, 2024, Sanuwave Health, Inc. (the "Company") held a special meeting of holders of the Company's common stock (the "Special Meeting"). The following matters (the "Proposals") were voted upon by the stockholders with the final voting results as shown: Proposal 1 — To consider and vote upon a proposal to approve the Agreement and Plan of Merger (as it may be further amended or supplemented from time to time, the "Merger Agreement") among the Company, SEP Acquisition Corp., a Delaware corporation ("SEPA"), and SEP Acquisition Holdings Inc., a Nevada corporation and a wholly-owned subsidiary of SEPA ("Merger Sub"), for the purposes set forth in the Merger Agreement (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, are collectively referred to as the "Business Combination"), and the transactions contemplated thereby, including the Business Combination, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity of the Business Combination and becoming a subsidiary of SEPA (the "Business Combination Proposal"). For Against Abstain Broker Non-Votes 798,379,869 5,221,765 71,525 0 Proposal 2 — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company's board of directors that more time is necessary or appropriate to approve the Business Combination Proposal at the Special Meeting. For Against Abstain Broker Non-Votes 797,802,452 5,792,907 77,800 0 Both Proposals were approved, each receiving the affirmative requisite vote of the holders of shares of the Company's common stock. Although Proposal 2 was approved, the adjournment of the Special Meeting to solicit additional proxies was not necessary because there were sufficient votes at the time of the Special Mee

Forward-Looking Statements

Forward-Looking Statements This report may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's and SEPA's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might" and "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include, without limitation, the satisfaction of the closing conditions to the Business Combination contemplated by the Merger Agreement; the timing of the closing of the Business Combination; and expected results for the combined company. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of the Company and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to consummate the Business Combination, including due to conditions to the closing in the Merger Agreement, such as the requirement that SEPA shall have at least $12.0 million at closing resulting from proceeds of (a) SEPA's Class A common stock that has not been redeemed and (b) a private placement; (3) delays in obtaining or the inability to obtain any necessary regulatory approvals required to complete the Business Combination; (4) the inability to obtain or maintain the listing of SEPA's securities on Nasdaq following the Business Combination; (5) costs related to the Busi

SIGNATURES

SIGNATURES 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. SANUWAVE HEALTH, INC. Dated: February 21, 2024 By: /s/ Toni Rinow Name: Toni Rinow Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR