Sanuwave Health (SNWV) M&A Announcement summary

Deal rationale and strategic fit

• Merger with SEPA aims to simplify and strengthen financial structure, enabling growth and better valuation based on business fundamentals rather than capital structure.

• The combined entity seeks a national exchange listing to enhance visibility and access to capital markets.

Financial terms and conditions

• $2.075 million was paid to retire $6.3 million of non-compliant debt and accrued interest, funded mainly by existing investors.

• SEPA must have at least $12 million at closing from unredeemed Class A common stock and private placement proceeds.

• Company expects to be self-funding for the remainder of 2024.

• SEPA merger outside date extended to June 30, 2024, with the company retaining the unilateral right to terminate the agreement at any time.

Integration plans and timeline

• Merger closing targeted by June 30, contingent on securing a national exchange listing.

• Application to list on Cboe BZX Exchange is under review, with clarity expected by mid-June.

• Planned post-merger activities include note and warrant exchange, reverse stock split, and additional financing actions, regardless of merger outcome.