8-K
filed January 30, 2024, 6:59 PM ET
CIK 0001849902
M&A
confidence high
sentiment neutral
materiality 0.80
SEP Acquisition Corp. stockholders and warrant holders approve SANUWAVE business combination; ~495K shares redeemed
SEP Acquisition Corp.
- Stockholders approved merger with SANUWAVE, name change to SANUWAVE Health, Inc., and charter amendments including board declassification.
- Warrant holders approved amendment canceling warrants for 450,336 public shares and 400,000 private placement shares upon closing.
- Holders of 495,067 Class A common stock elected to redeem shares at per-share price per company charter.
- Stockholders approved SANUWAVE Health 2023 Equity Incentive Plan effective at closing.
- Redemption limitation in charter removed to allow redemptions even if net tangible assets fall below $5,000,001.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SEP Acquisition Corp.: Removal of redemption limitation from the charter to allow redemption even if net tangible assets would fall below $5,000,001, conditional on business combination closing.
- Change
- charter amendment
Exact text from the filing
to remove from the Current Charter the redemption limitation contained under Section 9.2(a) of the Current Charter preventing the Company from redeeming shares of Class A common stock if it would have less than $5,000,001 of net tangible assets.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Amendment to remove redemption limitation from charter.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 1: To consider and vote on an amendment to the Current Charter
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Name Change Charter Amendment.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
For Against Abstained Broker Non-Votes 5,137,623 3,778 5,100 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Approval of issuance of more than 20% of shares and change in control in connection with Business Combination.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
Non-Votes 5,141,301 100 5,100 0 Proposal 2: To consider and vote on a proposal to approve the Merger Agreement and the transactions contemplated thereby, including
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Removal of Director Charter Amendment.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
For Against Abstained Broker Non-Votes 5,141,301 100 5,100 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Amendment of Bylaws Charter Amendment.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
For Against Abstained Broker Non-Votes 5,137,619 3,782 5,100 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Dual Class Structure Charter Amendment.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
For Against Abstained Broker Non-Votes 5,137,623 3,778 5,100 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Blank-Check Company Charter Amendment.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
For Against Abstained Broker Non-Votes 5,137,623 3,778 5,100 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Action by Written Consent Charter Amendment.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
For Against Abstained Broker Non-Votes 5,137,619 3,782 5,100 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Corporate Opportunity Doctrine Charter Amendment.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
For Against Abstained Broker Non-Votes 5,137,623 3,778 5,100 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Approval of Merger Agreement and Business Combination.
- Proposal
- merger approval
- Outcome
- passed
Exact text from the filing
Proposal 2: To consider and vote on a proposal to approve the Merger Agreement and the transactions contemplated thereby
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Replacement of Current Charter with Proposed Charter including name change and removal of blank check provisions.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Non-Votes 5,141,301 100 5,100 0 Proposal 2: To consider and vote on a proposal to approve the Merger Agreement and the transactions contemplated thereby, including
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SEP Acquisition Corp. shareholders approved Classified Board Structure Charter Amendment.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
For Against Abstained Broker Non-Votes 5,137,623 3,778 5,100 0
View on SEC.gov
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