At a special general meeting held on February 21, 2024, Sanuwave shareholders approved the business combination with SEP Acquisition Corp. with 798,379,869 votes in favor, 5,221,765 votes against, and 71,525 abstentions.
70.5% of all shares eligible to vote in this special election voted or abstained.
Of those who voted, 99.3% were in favor, 0.7% were against, and 0% (rounded to the nearest tenth)th 1%) abstention
Eden Prairie, Minn., February 22, 2024 (Globe Newswire) — via NewMediaWire – Sanu Wave Health Co., Ltd. Corporation (the “Company” or “SanuWave”) (OTCQB: SNWV), a leading provider of next-generation, FDA-approved wound care products, today announced the conclusion of a special meeting to approve a business combination (the “Special Meeting”). The results have been announced. The results reported in the Company's most recent report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2024 are as follows.
Proposal 1 — To consider and vote on a proposal to approve the merger agreement and plan (as may be further amended or supplemented from time to time, the “Merger Agreement”) between the Company, SEP Acquisition Corp., and a Delaware corporation. (“SEPA”), and SEP Acquisition Holdings Inc. (“Merger Sub”), a Nevada corporation and wholly owned subsidiary of SEPA, for the purposes set forth in the Merger Agreement (as contemplated in the Merger Agreement). (including any issuance of securities thereunder, collectively referred to as the “Business Combination”), and the transactions contemplated thereby, including the Business Combination, pursuant to which Merger Sub merges with the Company. However, our company will continue to exist. The Company will become the surviving company of the Business Combination and become a subsidiary of SEPA (the “Proposed Business Combination”).
Target: 798,379,869
against; 5,221,765
Abstentions: 71,525
Broker non-voting: 0
Proposal 2 — If our board of directors determines that additional time is necessary or appropriate to approve the business combination proposal, we will postpone the special meeting to a later date, if necessary, to permit further solicitation and proxy voting. Special meeting.
Target: 797,802,452
against; 5,792,907
Abstention: 77,800
Broker non-voting: 0
Both proposals were approved and each received an affirmative vote of the holders of our common stock. Motion 2 was approved, but there was no need to adjourn the special meeting for additional proxies as there were sufficient votes to adopt Motion 1 at the time of the special meeting.
Each proposal is described in detail in the Company's definitive proxy statement filed with the SEC on January 22, 2024.
Morgan Frank, CEO of SANUWAVE said: “We are particularly pleased that we have been able to achieve this result with the tremendous support of our shareholders. We are currently finalizing our exchange listing and SEC filings and will be in the near future. We look forward to providing further updates. Thank you for your support.”
About Sanu Wave
SANUWAVE Health is focused on the research, development, and commercialization of patented, non-invasive, bioactive medical systems for the repair and regeneration of skin, musculoskeletal tissues, 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 researches and applies patented energy transfer technology to wound healing, orthopedics/spine, aesthetics/cosmetic, and cardiac/endovascular diseases.
Forward-looking statements
This press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our and SEPA's actual results may differ from those expectations, estimates and projections, and as a result, you should not rely on these forward-looking statements as predictions of future events. “expect”, “estimate”, “plan”, “budget”, “predict”, “anticipate”, “intend”, “project”, “may”, “will” Words such as “could,” “should,” “believe,” “anticipate,” “could,” “might,” “continue,” and similar expressions mean that It is intended to identify such forward-looking statements. These forward-looking statements may include, without limitation, the satisfaction of the closing conditions of the business combination contemplated in the merger agreement; Timing of completion of business integration Expected results from the combined company. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from anticipated results. Most of these factors are beyond our control and are difficult to predict. Factors that could cause such differences include, but are not limited to: (1) the occurrence of events, changes, or other circumstances that may cause termination of the Merger Agreement; (2) the inability to consummate the business combination, including pursuant to the closing terms of the merger agreement that SEPA must have at least $12 million at closing (a) from the proceeds of SEPA's Class A common stock; (b) is a private placement; (3) delays in obtaining, or inability to obtain, the necessary regulatory approvals to complete the business combination; (4) the inability to obtain or maintain listing of his SEPA securities on Nasdaq after the Business Combination; (5) Business combination costs; (6) changes in applicable laws and regulations; (7) the possibility that we or SEPA may be adversely affected by other economic, business, and/or competitive factors; (8) identified in our proxy statement and SEPA proxy statement/prospectus (including those listed under “Risk Factors” therein) and other filings we have filed with the SEC in connection with the Business Combination; and other risks and uncertainties. And Sepa. The Company and SEPA caution that the foregoing list of factors is not exclusive and caution readers not to place undue reliance on forward-looking statements, which speak only as of the date made. Neither we nor SEPA undertake any obligation or undertaking to publicly update or revise any forward-looking statements to reflect changes in expectations or changes in events, conditions or circumstances on which such statements are based. Not.Based on applicable law.
Readers are referred to the Company's most recent reports filed with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements. These statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information or future events. Or maybe not.
Important information for investors and shareholders
This document relates to the proposed transaction between the Company and SEPA. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities in any jurisdiction in which such offer, sale or exchange would previously be unlawful. No sale of securities shall be made. registration or qualification under the securities laws of such jurisdictions; SEPA has filed a registration statement with the SEC on Form S-4. This includes a document that acts as a SEPA prospectus and power of attorney. Additionally, we have filed a definitive proxy statement with the SEC and sent it to all of our stockholders. The Company has also filed other documents with the SEC regarding the proposed transaction. The Company's investors and security holders are advised to view all other relevant documents filed or to be filed with the SEC in connection with the proposed transaction as they contain important information regarding the proposed transaction. We recommend reading it as soon as it becomes available. transaction.
Stockholders may obtain a free copy of the proxy statement and other documents filed with the SEC by contacting the Company at 11495 Valley View Road, Eden Prairie, Minnesota 55344 or by calling (770) 419-7525. can. Investors and stockholders may receive free copies of the registration statement, proxy statement and all related documents filed or hereafter filed with the SEC by the Company or SEPA through the website www.sec operated by the SEC. You can also get . Our investors and security holders may read these materials (including any amendments or supplements thereto) and any other relevant documents relating to the transaction that we file with stock exchanges when they become available. You will be asked for it. Important information about the company and its dealings.
Prohibition of offers and solicitations
This communication is not a proxy or solicitation of a proxy, consent or authorization with respect to the securities or any transaction described above, and does not constitute an offer to sell or a solicitation of an offer to buy any securities of SEPA. Further, such securities may not be sold in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities may be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact: Investors@sanuwave.com
