1-for-375 reverse stock split effective at
market open today
Exchanged $43.2 million in principal amount of
convertible notes and warrants previously exercisable for
approximately 1.7 billion pre-split shares for approximately 4.0
million post-split shares
Closed $10.3 million equity only PIPE offering
at $8.25 per share of common stock led by certain institutional
investors, including AWM Investment Company, Inc., the investment
adviser of the Special Situations Funds and with participation from
Manchester Management and Opaleye, LP
Outstanding share count following the reverse
stock split, exchange and PIPE offering is approximately 8.5
million
EDEN PRAIRIE, MN -- October 18, 2024 -- InvestorsHub NewsWire --
SANUWAVE Health, Inc. (the "Company" or "SANUWAVE") (OTCQB:
SNWV), a leading provider of next-generation FDA-approved wound
care products, is pleased to announce a reverse stock split, a
convertible note and warrant exchange, and the consummation of a
PIPE offering in the Company.
Effective at 12:01 a.m. Mountain Time on October 18, 2024, the
Company implemented a 1-for-375 reverse stock split of its
outstanding common stock. The Company's common stock will continue
to trade under the symbol "SNWV" on the OTCQB and is expected to
begin trading on a split-adjusted basis at the opening of the
market today, under a new CUSIP number, 80303D 305. For a
period of 20 business days, a "D" will be placed on the Company's
ticker symbol to reflect the reverse stock split making the
Company's equity ticker "SNWVD" during that period.
Upon the effectiveness of the reverse stock split, all of the
holders of the Company's outstanding convertible notes and
associated warrants issued in August 2022, November 2022, May 2023,
December 2023, January 2024 and June 2024 were converted into
approximately 4.0 million shares of post-split common stock.
In addition, NH Expansion Credit Fund Holdings LP ("NH Expansion"),
the agent under the Company's Note and Warrant Purchase and
Security Agreement (the "NWPSA"), exercised all of its outstanding
warrants for 146,302 post-split shares of common stock. In
connection with this warrant exercise, the Company and NH Expansion
entered into a Consent and Limited Waiver to Note and Warrant
Purchase and Security Agreement, pursuant to which the Company
agreed to repay in full all amounts owed to HealthTronics, Inc.,
among other matters, after which the Company expects to regain full
compliance with the covenants under the NWPSA.
The Company also has sold approximately 1.3 million shares in a
PIPE offering priced at a post-split price of $8.25 per
share. This deal was led by certain institutional investors,
including AWM Investment Company, Inc., the investment adviser of
the Special Situations Funds, and included participation from
Manchester Management and Opaleye, LP, as well as other existing
and new investors. Gross proceeds were approximately $10.3
million, and the Company did not engage a bank or agent in
connection with the offering. The use of proceeds will
include working capital and general corporate purposes and the
repayment of certain indebtedness, including the satisfaction of
all amounts owed to HealthTronics, Inc. for $1.4 million.
"The goal of these transactions is to simplify and rationalize
SANUWAVE's cap table to put the company on a sound financial
footing to pursue growth and profitability," said CEO Morgan
Frank. "By reducing our share count and cap structure
complexity and regaining compliance with our debt covenants, our
hope is to create a company that can be valued for its business
instead of its cap stack and to allow us to focus our energy on
accelerating our growth rate and better serving the wound care
market. It's an exciting time at SANUWAVE, and I'm grateful
to the employees who got us here and will take us yet
further. I look forward to providing further updates on the
Company's progress soon."
About SANUWAVE
SANUWAVE Health is focused on the research, development, and
commercialization of its patented, non-invasive and biological
response-activating medical systems for the repair and regeneration
of skin, musculoskeletal tissue, 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 applies and researches its patented
energy transfer technologies in wound healing, orthopedic/spine,
aesthetic/cosmetic, and cardiac/endovascular conditions.
Forward-Looking Statements
This press release may contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, such as statements relating to the Company's expectation that
it will regain full compliance with the covenants under the NWPSA,
future financial results, production expectations, and plans for
future business development activities. Forward-looking statements
include all statements that are not statements of historical fact
regarding intent, belief or current expectations of the Company,
its directors or its officers. Investors are cautioned that any
such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, many of which are
beyond the Company's ability to control. Actual results may differ
materially from those projected in the forward-looking statements.
Among the key risks, assumptions and factors that may affect
operating results, performance and financial condition are risks
associated with regulatory oversight, the Company's ability to
manage its capital resources, competition and the other factors
discussed in detail in the Company's periodic filings with the
Securities and Exchange Commission. The Company undertakes no
obligation to update any forward-looking statement.
Contact: investors@sanuwave.com
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