SANUWAVE Health Enters Material Definitive Agreement

TL;DR

**SANUWAVE Health just signed a major deal, expect potential operational shifts!**

AI Summary

SANUWAVE Health, Inc. filed an 8-K on February 28, 2024, reporting an event that occurred on February 27, 2024. The filing indicates an "Entry into a Material Definitive Agreement" and includes "Financial Statements and Exhibits." The company, incorporated in Nevada with IRS Employer Identification No. 20-1176000, has its principal executive offices at 11495 Valley View Road, Eden Prairie, Minnesota 55344.

Why It Matters

This filing signals a significant new agreement for SANUWAVE Health, Inc., which could impact its future operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing its specifics, creating uncertainty about its potential positive or negative impact.

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• Nevada (company) — State of incorporation
• February 27, 2024 (date) — Date of earliest event reported
• February 28, 2024 (date) — Filing date
• 20-1176000 (dollar_amount) — IRS Employer Identification No.

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

• ef20022724_8k.htm (8-K) — 39KB
• ef20022724_ex2-1.htm (EX-2.1) — 15KB
• 0001140361-24-010145.txt ( ) — 182KB
• snwv-20240227.xsd (EX-101.SCH) — 4KB
• snwv-20240227_lab.xml (EX-101.LAB) — 20KB
• snwv-20240227_pre.xml (EX-101.PRE) — 14KB
• ef20022724_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on August 23, 2023, Sanuwave Health, Inc., a Nevada corporation ("the Company"), SEP Acquisition Corp., a Delaware corporation ("SEPA"), and SEP Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of SEPA ("Merger Sub"), entered into that certain Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company with the Company continuing as the surviving entity and wholly-owned subsidiary of SEPA (the "Business Combination"). On February 27, 2024, the Company and SEPA entered into that certain Amendment Number One (the "Amendment") to the Merger Agreement. Pursuant to the Amendment, the "Outside Date" under the Merger Agreement, which is the date after which the Company or SEPA, in its discretion, can elect to terminate the Merger Agreement if any of the conditions to the closing of the other party have not been satisfied or waived, has been extended from February 28, 2024 to April 30, 2024. No other changes were made to the Merger Agreement. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 and is incorporated herein by reference.

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 consummation of the transactions contemplated by the Merger Agreement (the "Transactions"); the timing of the closing of the Transactions; 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 Transactions, 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 Transactions; (4) the inability to obtain or maintain the listing of SEPA's securities on Nasdaq following the Transactions; (5) costs related to the Tra

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Amendment Number One to Agreement and Plan of Merger, dated as of February 27, 2024, by and between SEP Acquisition Corp. and Sanuwave Health, Inc. 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

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 28, 2024 By: /s/ Toni Rinow Name: Toni Rinow Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR