Sanuwave Health (SNWV) Proxy Filing summary

Executive summary

• Solicitation seeks stockholder written consent for two proposals: a reverse stock split and approval of a new equity incentive plan.

• The reverse stock split aims to reduce outstanding shares at a ratio between 1-for-300 and 1-for-500, at the Board's discretion, to avoid default on convertible notes, facilitate potential Nasdaq uplisting, and attract institutional investors.

• The 2024 Equity Incentive Plan is intended to replace the prior plan, support long-term value creation, and align service provider interests with shareholders.

• Written consents are solicited until the earlier of majority approval, Board termination, or September 30, 2024.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to effect a reverse stock split at a ratio between 1-for-300 and 1-for-500.

• Proposal 2: Approve the 2024 Equity Incentive Plan.

• Board recommends voting FOR both proposals.

• Majority of outstanding shares as of July 17, 2024, required for approval.

• Failure to submit consent is counted as a vote against.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split until December 31, 2024.

• Board or delegated committee will administer the new equity plan.

• Board and committee members are indemnified for actions under the plan.