SANUWAVE Health Enters Material Definitive Agreement

TL;DR

SANUWAVE Health signed a big deal on 5/28. Details TBD.

AI Summary

On May 28, 2024, SANUWAVE Health, Inc. entered into a Material Definitive Agreement. The filing does not provide specific details on the agreement's nature or any associated dollar amounts.

Why It Matters

This filing indicates a significant new contract or partnership for SANUWAVE Health, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the Material Definitive Agreement introduces uncertainty about its terms and potential impact.

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• May 28, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 000-52985 (filing_id) — Commission File Number
• 20-1176000 (tax_id) — IRS Employer Identification No.
• 11495 Valley View Road, Eden Prairie, Minnesota 55344 (address) — Address of principal executive offices
• 952-656-1029 (phone_number) — 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

• ef20030172_8k.htm (8-K) — 38KB
• ef20030172_ex2-1.htm (EX-2.1) — 19KB
• 0001140361-24-028567.txt ( ) — 184KB
• snwv-20240528.xsd (EX-101.SCH) — 4KB
• snwv-20240528_lab.xml (EX-101.LAB) — 20KB
• snwv-20240528_pre.xml (EX-101.PRE) — 14KB
• ef20030172_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On May 28, 2024, Sanuwave Health, Inc., a Nevada corporation (the "Company"), and SEP Acquisition Corp., a Delaware corporation ("SEPA"), entered into that certain Amendment Number Three (the "Amendment") to the Agreement and Plan of Merger, dated as of August 23, 2023, by and among the Company, SEPA and SEP Acquisition Holdings Inc., a Nevada corporation, and a wholly owned subsidiary of SEPA (as amended, 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 May 31, 2024 to June 30, 2024. In addition, the Amendment provides the Company with a unilateral right to terminate the Merger Agreement at any time upon written notice to SEPA. 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 Three to Agreement and Plan of Merger, dated as of May 28, 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: June 3, 2024 By: /s/ Peter Sorensen Name: Peter Sorensen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR