SANUWAVE Health, Inc.
11495 Valley View Road
Eden Prairie, Minnesota 55344
NOTICE OF STOCKHOLDER MEETING
TO BE HELD ON AUGUST 19, 2025
TO THE STOCKHOLDERS OF SANUWAVE HEALTH, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting (the “Stockholder Meeting”) of SANUWAVE Health, Inc., a Nevada corporation (“SANUWAVE,” “Sanuwave,” “we,” “us,” or the “Company”), will be held at 10:00 a.m., Central Time, on August 19, 2025. The Stockholder Meeting will be a virtual meeting conducted via live webcast. You are cordially invited to attend the Stockholder Meeting online by visiting https://www.virtualshareholdermeeting.com/SNWV2025 and using a control number assigned by Broadridge Financial Solutions, Inc. (“Broadridge”). The Stockholder Meeting will be held for the purpose of considering and voting on the proposals described below and in the accompanying proxy statement. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement.
At the Stockholder Meeting, stockholders will be asked to consider and vote on the following proposals:
Proposal 1 — Election of Directors — To elect five directors, Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller and James Tyler, to serve until the 2026 annual meeting of stockholders;
Proposal 2 — Ratification of the Appointment of our Independent Registered Public Accounting Firm — To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
Proposal 3 — Approval of the Amendment to the 2024 Equity Incentive Plan — To approve an amendment to the SANUWAVE Health, Inc. 2024 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 500,000 shares;
Proposal 4 — Advisory, Non-Binding Vote to Approve the Compensation Paid to our Named Executive Officers — To approve, in an advisory, non-binding vote, the compensation paid to our named executive officers; and
Proposal 5 — Advisory, Non-Binding Vote on the Frequency of Future Votes on the Compensation Paid to our Named Executive Officers — To approve, in an advisory, non-binding vote, the frequency of future votes on the compensation paid to our named executive officers.
The proposals being submitted for a vote at the Stockholder Meeting are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety, including the annexes.
The record date for the Stockholder Meeting is July 8, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the Stockholder Meeting and any adjournments of the Stockholder Meeting.
Your vote is very important. To ensure your representation at the Stockholder Meeting, we encourage you to vote your shares via the Internet, by telephone, or if you received a paper copy of the proxy materials, by signing, dating and returning your proxy card or voting instruction form, as soon as possible to ensure your shares are voted regardless of whether you attend the Stockholder Meeting.
Thank you for your participation. We look forward to your continued support.
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By Order of the Board of Directors, | | | |
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/s/ Morgan C. Frank | |
Morgan C. Frank | | | |
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Chairman of the Board of Directors and | | | |
Chief Executive Officer | | | |
July 10, 2025 | | | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 19, 2025
The notice of annual meeting of stockholders, proxy statement and 2024 Annual Report are available at https://www.virtualshareholdermeeting.com/SNWV2025.
