SANUWAVE Health merges with SPAC SEP Acquisition Corp. in business combination

SANUWAVE Health, Inc.

Merger consideration: 7,793,000 shares of SEPA Class A common stock to SANUWAVE securityholders.
Closing conditions include at least $12M in cash and conversion of 80% of convertible notes and warrants.
Termination fee of $2.5M payable by SANUWAVE under certain circumstances.
Sponsor voting agreement with Mercury Sponsor Group I LLC to vote in favor of the merger.
Lock-up agreements for 180 days post-closing for certain SANUWAVE stockholders.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SANUWAVE Health, Inc. entered into Agreement and Plan of Merger with SEP Acquisition Corp. valued at 7,793,000 shares of Class A Common Stock of SEPA as merger consideration (effective 2023-08-23).

Action: entry
Agreement: merger
Counterparty: SEP Acquisition Corp.
Value: 7,793,000 shares of Class A Common Stock of SEPA as merger consideration
Effective: 2023-08-23

Exact text from the filing

On August 23, 2023, SANUWAVE Health, Inc., a Nevada corporation (“ SANUWAVE ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among SEP Acquisition Corp., a Delaware corporation (“ SEPA ”), SEP Acquisition Holdings Inc., a Nevada corporation and a wholly owned subsidiary of SEPA (“ Merger Sub ”), and SANUWAVE.

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SANUWAVE Health, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-23-041023

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