☑ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material Pursuant to § 240.14a-12 |
☑ | | | No fee required |
☐ | | | Fee paid previously with preliminary materials |
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
• | complete, sign and date the written consent card and return it promptly in the envelope provided; |
• | go to www.proxyvote.com to complete an electronic written consent card. You will be asked to provide the control number from your Notice; or |
• | dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice. |
• | FOR the approval of an amendment to our Articles of Incorporation to effect a reverse stock split of our outstanding Common Stock at a reverse stock split ratio ranging from any whole number between 1-for-50 and 1-for-100, subject to and as determined by the Board (Proposal 1); and |
• | FOR the approval of an amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from 800,000,000 to 2,500,000,000 (Proposal 2). |
• | delivering to the Corporate Secretary of the Company a written notice stating that the written consent is revoked; |
• | signing and delivering a written consent card bearing a later date; |
• | completing a new electronic written consent card over the Internet; or |
• | submitting new instructions by telephone. |
• | Proposal 1. The amendment to our Articles of Incorporation to effect a reverse stock split of our outstanding Common Stock at a reverse stock split ratio ranging from any whole number between 1-for-50 and 1-for-100, subject to and as determined by the Board requires the affirmative consent of the holders of a majority of the outstanding shares of Common Stock for approval. Abstentions and any broker non-votes will have the same effect as a written consent “against” Proposal 1. |
• | Proposal 2. The amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from 800,000,000 to 2,500,000,000 requires the affirmative consent of the holders of a majority of the outstanding shares of Common Stock for approval. Abstentions and any broker non-votes will have the same effect as a written consent “against” Proposal 2. |
• | the financial consequences to the Company of triggering an event of default under the Notes; |
• | the initial listing requirements for uplisting onto The Nasdaq Capital Market; |
• | the historical trading price and trading volume of our Common Stock; |
• | the then-prevailing trading price and trading volume of our Common Stock and the expected impact of the Reverse Stock Split on the trading market for our Common Stock in the short- and long-term; |
• | the number of shares of our Common Stock outstanding; |
• | the anticipated impact of a particular ratio on the Company’s ability to reduce administrative and transactional costs; and |
• | prevailing general market, legal and economic conditions. |
• | each 50 to 100 shares of our Common Stock owned by a stockholder (depending on the Reverse Stock Split ratio selected by the Board), would be combined into one new share of our Common Stock; |
• | no fractional shares of Common Stock would be issued in connection with the Reverse Stock Split, instead, any fractional shares will be rounded up to the next whole number of shares as explained above; |
• | by reducing the number of shares of Common Stock outstanding without reducing the number of shares of available but unissued Common Stock, the Reverse Stock Split will effectively increase the relative number of authorized but unissued shares, which the Board may use in connection with future financings or other issuances; |
• | based upon the Reverse Stock Split ratio selected by the Board of Directors, proportionate adjustments would be made to the per share exercise or conversion price and the number of shares issuable upon the exercise, conversion or vesting of all then outstanding equity awards, Common Stock warrants and convertible debt with respect to the number of shares of Common Stock subject to such award, warrant or convertible debt and the exercise or conversion price thereof, in each case to the extent applicable, subject to the terms of such awards, warrants or convertible debt; |
• | the number of shares of Common Stock authorized under the Amended and Restated 2006 Stock Incentive Plan of SANUWAVE Health, Inc. (the “Stock Incentive Plan”) will be proportionately adjusted for the Reverse Stock Split ratio selected by the Board; and |
• | the number of stockholders owning “odd lots” of less than 100 shares of our Common Stock may potentially increase; odd lot shares may be more difficult to sell and brokerage commissions and other costs of transactions in odd lots generally are proportionately higher than the costs of transactions in “round lots” of even multiples of 100 shares. |
Status | | | Number of Shares of Common Stock Authorized | | | Number of Shares of Common Stock Issued and Outstanding | | | Number of Shares of Common Stock Underlying Outstanding Options, Warrants and Convertible Notes | | | Number of Shares of Common Stock Authorized but Not Outstanding or Reserved |
Pre-Reverse Stock Split | | | 800,000,000 | | | 548,737,651 | | | 1,500,350,746 | | | — |
Post-Reverse Stock Split 1:50 | | | 800,000,000 | | | 10,974,753 | | | 30,007,015 | | | 819,032,262 |
Post-Reverse Stock Split 1:55 | | | 800,000,000 | | | 9,977,048 | | | 27,279,104 | | | 762,743,848 |
Post-Reverse Stock Split 1:60 | | | 800,000,000 | | | 9,145,628 | | | 25,005,846 | | | 765,848,526 |
Post-Reverse Stock Split 1:65 | | | 800,000,000 | | | 8,442,118 | | | 23,082,319 | | | 768,475,563 |
Post-Reverse Stock Split 1:70 | | | 800,000,000 | | | 7,839,109 | | | 21,433,582 | | | 770,727,309 |
Post-Reverse Stock Split 1:75 | | | 800,000,000 | | | 7,316,502 | | | 20,004,677 | | | 772,678,821 |
Post-Reverse Stock Split 1:80 | | | 800,000,000 | | | 6,859,221 | | | 18,754,384 | | | 774,386,395 |
Post-Reverse Stock Split 1:85 | | | 800,000,000 | | | 6,455,737 | | | 17,651,185 | | | 775,893,078 |
Post-Reverse Stock Split 1:90 | | | 800,000,000 | | | 6,097,085 | | | 16,670,564 | | | 777,232,351 |
Post-Reverse Stock Split 1:95 | | | 800,000,000 | | | 5,776,186 | | | 15,793,166 | | | 778,430,648 |
Post-Reverse Stock Split 1:100 | | | 800,000,000 | | | 5,487,377 | | | 15,003,507 | | | 779,509,116 |
• | a U.S. Holder will not recognize gain or loss on the Reverse Stock Split; |
• | the aggregate tax basis of the shares of our Common Stock received by a U.S. Holder in the Reverse Stock Split will be equal to the aggregate tax basis of the shares exchanged therefor; and |
• | the holding period of the shares of our Common Stock received by a U.S. Holder in the Reverse Stock Split will include the holding period of the shares exchanged therefor. |
Name of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percent of Shares Outstanding(2) |
Kevin A. Richardson, II(3) | | | 16,795,993 | | | 3.0% |
Peter Stegagno(4) | | | 4,418,007 | | | * |
Lisa E. Sundstrom(5) | | | 3,364,500 | | | * |
Morgan C. Frank(6) | | | 38,085,646 | | | 6.9% |
A. Michael Stolarski(7) | | | 18,331,290 | | | 3.3% |
James Tyler | | | 1,250,000 | | | * |
Ian Miller(8) | | | 7,780,825 | | | 1.4% |
Jeffrey Blizard | | | — | | | —% |
All directors and executive officers as a group (11 persons) | | | 93,197,002 | | | 16.4% |
Opaleye Management Inc.(9) | | | 31,428,571 | | | 5.7% |
Manchester Management PR, LLC(6) Manchester Management Company, LLC Manchester Explorer, L.P. James E. Besser | | | 41,335,646 | | | 7.5% |
* | Denotes less than 1% of beneficial ownership. |
(1) | Unless otherwise noted, each beneficial owner has the same address as us. |
(2) | Applicable percentage ownership is based on 548,737,651 shares of Common Stock outstanding as of the Record Date. “Beneficial ownership” includes shares for which an individual, directly or indirectly, has or shares voting or investment power, or both, and also includes options and warrants that are exercisable within 60 days of the Record Date. Unless otherwise indicated, all of the listed persons have sole voting and investment power over the shares listed opposite their names. Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 of the Exchange Act. |
(3) | Includes options to purchase up to 7,459,300 shares of Common Stock. In addition, this amount includes 1,324,723 shares of Common Stock owned directly by Prides Capital Fund I, L.P. Prides Capital Partners LLC is the general partner of Prides Capital Fund I, L.P. and Mr. Richardson is the controlling shareholder of Prides Capital Partners LLC; therefore, under certain provisions of the Exchange Act, he may be deemed to be the beneficial owner of such securities. Mr. Richardson has also been deputized by Prides Capital Partners LLC to serve on our Board. Mr. Richardson disclaims beneficial ownership of all such securities except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) therein. |
(4) | Includes options to purchase up to 3,658,144 shares of Common Stock. |
(5) | Consists of options to purchase up to 3,364,500 shares of Common Stock. |
(6) | Manchester Management PR, LLC (“Manchester”) and Manchester Management Company, LLC (“GP”) may be deemed to be the owner of 39,085,646 shares of Common Stock. Manchester and GP have the sole power to vote or direct the vote of 0 shares of Common Stock, have the shared power to vote or direct the vote of 39,085,646 shares of Common Stock, have the sole power to dispose or direct the disposition of 0 shares of Common Stock, and have the shared power to dispose or direct the disposition of 39,085,646 shares of Common Stock. |
(7) | Includes options to purchase up to 1,319,800 shares of Common Stock. |
(8) | Includes options to purchase up to 1,000,000 shares of Common Stock and warrants to purchase up to 125,000 shares of Common Stock. |
(9) | Opaleye Management Inc. (the “Opaleye”) serves as investment manager to Opaleye, L.P. and as a portfolio manager for a separate managed account (the “Managed Account”), and may be deemed to indirectly beneficially own securities owned by the Managed Account. Opaleye disclaims beneficial ownership of the shares held by the Managed Account. Mr. James Silverman is the President of Opaleye. The address of Opaleye is One Boston Place, 26th Floor, Boston, MA 02108. |
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