SANUWAVE Health, Inc 8-K, filed Jun 26, 2024
SANUWAVE Health, Inc. (SNWV)
8-K
2024-06-26
For: 2024-06-25
View Original
Added on
April 10, 2026
About this 8-K
SANUWAVE Health, Inc filed this 8-K on June 26, 2024, reporting on events of June 25, 2024.
Items reported
- Item 1.02: Ended a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registration is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
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| Item 1.02 |
Termination of a Material Definitive Agreement.
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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 amended from time to time, the “Merger Agreement”), pursuant to which
Merger Sub would merge with and into the Company with the Company continuing as the surviving entity and wholly-owned subsidiary of SEPA. On June 25, 2024, the Company delivered a notice to SEPA
terminating the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 23, 2023 and is incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure.
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On June 26, 2024, the Company issued a press release announcing its termination of the Merger Agreement. 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, if such subsequent filing specifically references this Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Press release, dated June 26, 2024
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104
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Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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SANUWAVE HEALTH, INC.
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Dated: June 26, 2024
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By:
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/s/ Peter Sorensen
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Name:
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Peter Sorensen
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Title:
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Chief Financial Officer
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Exhibit 99.1
Sanuwave Announces Termination of Merger Agreement with SEP Acquisition Corp.
Company to pursue alternate plans for capital structure improvement including a proposed reverse stock split and a note and warrant exchange
independent of a merger transaction
EDEN PRAIRIE, MN, June 26, 2024 (GLOBE NEWSWIRE) -- via NewMediaWire -- Sanuwave Health, Inc. (the “Company” or “Sanuwave”) (OTCQB: SNWV), a leading provider of next-generation FDA-approved wound care products, is
providing an update on its proposed merger with SEP Acquisition Corp. (“SEPA”) and other corporate
activities.
On Tuesday, June 25, 2024, the Company delivered a notice to SEPA terminating the merger agreement.
“Based upon our assessment of the likelihood of being able to secure a national securities exchange listing for the combined company and of the relative attractiveness of
continuing to pursue this merger transaction as opposed to other options to grow Sanuwave’s business and seek an uplisting, our board of directors has unanimously determined that terminating the merger agreement with SEPA and seeking another path
forward was in the best interests of the Company and its stockholders,” said CEO Morgan Frank. “Sanuwave has come a long way in the last year and now sees a number of options and opportunities that were not available in the past and will seek to
plot a course to further strengthen its financial position, its business, and to allow it to achieve a market valuation commensurate to the fundamentals of the Sanuwave business. This process has already begun, and we expect to communicate more in
the near future about, among other things, a proposed reverse split and note and warrant exchanges. The Company believes it is in a strong position to be choosy about its path forward and that it has a number of attractive potential paths ahead of
it. We look forward to sharing more on this in the coming weeks.”
About SANUWAVE
SANUWAVE Health is focused on the research, development, and commercialization of its patented, non-invasive and biological response-activating medical systems for the
repair and regeneration of skin, musculoskeletal tissue, and vascular structures.
SANUWAVE's end-to-end wound care portfolio of regenerative medicine products and product candidates helps restore the body’s normal healing processes. SANUWAVE applies
and researches its patented energy transfer technologies in wound healing, orthopedic/spine, aesthetic/cosmetic, and cardiac/endovascular conditions.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, such as statements relating to a potential reverse stock split and note and warrant exchange, future financial results, production expectations and constraints, and plans for future business development activities. Forward-looking statements include all statements that are not statements of historical
fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties,
many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the key risks, assumptions and factors that may affect operating results, performance
and financial condition are risks associated with supply chain and production constraints, regulatory oversight, market conditions, the Company’s ability to manage its capital resource issues, competition, and the other factors discussed in detail in the Company’s periodic filings with the Securities and Exchange Commission. The
Company undertakes no obligation to update any forward-looking statement. Contact: investors@sanuwave.com