Sanuwave Health (SNWV) M&A Announcement summary

Deal rationale and strategic fit

• The merger aims to simplify and strengthen the financial position and structure, enabling valuation based on business fundamentals rather than capital structure.

• Seeks to create a combined entity with a national exchange-listed stock and a compliant, simplified capital structure, enhancing visibility and access to capital markets.

Financial terms and conditions

• $2.075 million paid to retire approximately $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 Sanuwave granted unilateral right to terminate the agreement at any time.

Integration plans and timeline

• Transaction outside date extended to June 30, with closing contingent on securing a national exchange listing.

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

• Immediate focus on activities such as debt repayment, note and warrant exchanges, and a reverse stock split, regardless of merger outcome.