SANUWAVE Health to Acquire BioElectron Corporation

TL;DR

SANUWAVE buying BioElectron to boost regenerative medicine game. Deal expected Q3.

AI Summary

SANUWAVE Health, Inc. announced on June 3, 2024, that it has entered into a definitive agreement to acquire all outstanding shares of privately held BioElectron Corporation. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition aims to expand SANUWAVE's product portfolio and market reach in the regenerative medicine sector.

Why It Matters

This acquisition could significantly expand SANUWAVE's presence in the regenerative medicine market, potentially leading to new product offerings and increased revenue streams.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies.

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• BioElectron Corporation (company) — Target of acquisition
• June 3, 2024 (date) — Date of definitive agreement
• Third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $2.075 million — iew. On June 3, 2024, the Company paid $2.075 million to settle and extinguish a $6.3 million
• $6.3 million — .075 million to settle and extinguish a $6.3 million note and interest owed to Celularity, I
• $12.0 million — quirement that SEPA shall have at least $12.0 million at closing resulting from proceeds of (

Filing Documents

• ef20030490_8k.htm (8-K) — 40KB
• ef20030490_ex99-1.htm (EX-99.1) — 21KB
• image00001.jpg (GRAPHIC) — 5KB
• 0001140361-24-028711.txt ( ) — 200KB
• snwv-20240603.xsd (EX-101.SCH) — 4KB
• snwv-20240603_lab.xml (EX-101.LAB) — 20KB
• snwv-20240603_pre.xml (EX-101.PRE) — 14KB
• ef20030490_8k_htm.xml (XML) — 4KB

01

Item 7.01. Regulation FD Disclosure. On June 4, 2024, the Company issued a press release to provide a corporate update on the progress of its proposed merger with SEPA and other corporate financing activities. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Consequently, it is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. Such materials may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), if such subsequent filing specifically references this Form 8-K.

01

Item 8.01. Other Events. Based on discussions with The Nasdaq Stock Market LLC ("Nasdaq"), SEPA and Sanuwave determined that the combined company was unlikely to be able to meet Nasdaq listing requirements and withdrew its listing application in order to submit an application to the Cboe BZX Exchange, Inc. This application is currently under review. On June 3, 2024, the Company paid $2.075 million to settle and extinguish a $6.3 million note and interest owed to Celularity, Inc. that remained outstanding from the UltraMist acquisition in 2020. A capital raise that included many of the Company's longtime shareholders was used to fund this payment.

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 99.1 Press Release, dated June 4, 2024 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 4, 2024 By: /s/ Peter Sorensen Name: Peter Sorensen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR