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Share Name | Share Symbol | Market | Type |
---|---|---|---|
SANUWAVE Health Inc (QB) | USOTC:SNWV | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.00084 | -4.05% | 0.0199 | 0.0195 | 0.025 | 0.0202 | 0.0199 | 0.0202 | 1,078,825 | 21:00:01 |
Option #1: |
You can do nothing. Your outstanding notes and/or warrants will automatically be converted into notes and/or warrants in the combined company and their conversion or strike prices as well as the number of underlying shares will be
adjusted accordingly. This will make the conversion price of the notes $12.12 (i.e., $12.12 is the denominator by which the principal and accrued, unpaid interest of the applicable note will be divided at conversion), the strike price of
the warrants will become $12.12 (for the 4¢ warrants) and $20.30 (for the 6.7¢ warrants), and the number of shares underlying the warrants will be adjusted down by a factor of 0.0033 (i.e., each 303 outstanding warrants to purchase one
share of Sanuwave common stock will become one warrant to purchase one share of SEPA class A common stock), all to accommodate the new $10 stock price and lower share count and in accordance with the terms of the note and warrant documents.
Please note the numbers included in this Option #1 are subject to the same assumptions set out in the table on page 2.
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Option #2:
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You can accept the following offer from Sanuwave to exchange your outstanding notes and/or warrants for shares of Sanuwave common stock that will be converted into shares of the combined company Class A
common stock (each at $10 per share) in accordance with the following economics and terms, all of which will only be effected upon closing of the SEPA merger and not otherwise:
|
• |
Each outstanding note will be fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the note) into Sanuwave shares at 4¢ per share. Therefore, each 4¢ invested in the
note will yield 1.15 shares of Sanuwave common stock.
|
• |
Each warrant with a 4¢ strike price will be exchanged for 0.9 shares of Sanuwave common stock per share subject to such warrant.
|
• |
Each warrant with a 6.7¢ strike price will be exchanged for 0.85 shares of Sanuwave common stock per share subject to such warrant.
|
• |
Thus, in aggregate, each 4¢ invested in the Sanuwave notes issued in November 2022 (assuming they have not already converted) and May 2023 or issuable to holders of the Asset-Backed Secured Promissory Notes issued in July 2023 will, upon
exchange of the note and warrants associated therewith, be exchanged for 2.9 shares of Sanuwave common stock per 4¢ of principal value. Those who held notes issued in August 2022 have already received 15% interest and had their notes
converted to Sanuwave shares at 4¢ (yielding 1.15 shares per 4¢) and this offer of 1.75 shares in exchange for the two remaining warrants will bring them into parity with other note holders at 2.9 shares per 4¢ of initial investment.
|
• |
These shares will be included in the pool of shares used to determine allocation of the merger consideration of SEPA shares.
|
• |
Assuming 100% acceptance and exchange of the eligible securities by all holders, the value of each share of Sanuwave is anticipated to be approximately 3.3¢ in SEPA Class A common stock (assuming a $10 stock price). The number included
in this paragraph is subject to the same assumptions set out in the table below.
|
• |
The conversion rate used to calculate the number of shares of SEPA Class A common stock that you would receive if you select Option #2 assumes the full exchange of (i) all outstanding convertible promissory notes issued in November 2022
and May 2023 and (ii) all outstanding warrants issued in August 2022, September 2022 and May 2023, in each case on the terms offered above, and reflects the per share price of Sanuwave’s common stock as of September 22, 2023, the date the
Form S-4 for the proposed business combination was filed with the SEC by SEPA. The per share price of Sanuwave’s common stock is likely to fluctuate between the date of this letter and the expected closing of the proposed business
combination, and we cannot predict at this time which, if any, holders of Sanuwave securities will accept the offer above.
|
• |
The estimated value of shares of SEPA Class A common stock after the closing of the proposed business combination assumes a $10 per share price of SEPA Class A common stock. The per share price of SEPA’s Class A common stock is likely
to fluctuate between the date of this letter and the expected closing of the proposed business combination.
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Signature:
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Name:
|
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Title:
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Date:
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Option #1: |
You can do nothing. Your outstanding notes and warrants will automatically be converted into notes and warrants in the combined company and their conversion or strike prices as well as the number of underlying shares will be adjusted
accordingly. This will make the conversion price of the notes $12.12 (i.e., $12.12 is the denominator by which the principal and accrued, unpaid interest of the applicable note will be divided at conversion), the strike price of the
warrants will become $12.12 (for the 4¢ warrants) and $20.30 (for the 6.7¢ warrants), and the number of shares underlying the warrants will be adjusted down by a factor of 0.0033 (i.e., each 303 outstanding warrants to purchase one share of
Sanuwave common stock will become one warrant to purchase one share of SEPA class A common stock), all to accommodate the new $10 stock price and lower share count and in accordance with the terms of the note and warrant documents. Please
note the numbers included in this Option #1 are subject to the same assumptions set out in the table on page 2.
|
Option #2: |
You can accept the following offer from Sanuwave to exchange your outstanding notes and warrants for shares of Sanuwave common stock that will be converted into shares of the combined company Class A common stock (each at $10 per
share) in accordance with the following economics and terms, all of which will only be effected upon closing of the SEPA merger and not otherwise:
|
|
•
|
Each outstanding note will be fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the note) into Sanuwave shares at 4¢ per share. Therefore, each 4¢ invested in
the note will yield 1.15 shares of Sanuwave common stock.
|
•
|
Each warrant with a 4¢ strike price will be exchanged for 0.9 shares of Sanuwave common stock per share subject to such warrant.
|
•
|
Each warrant with a 6.7¢ strike price will be exchanged for 0.85 shares of Sanuwave common stock per share subject to such warrant.
|
•
|
Thus, in aggregate, each 4¢ invested in the Sanuwave notes issued in November 2022 (assuming they have not already converted) and May 2023 or issuable to holders of the Asset-Backed Secured Promissory Notes issued in July 2023 will,
upon exchange of the note and warrants associated therewith, be exchanged for 2.9 shares of Sanuwave common stock per 4¢ of principal value. Those who held notes issued in August 2022 have already received 15% interest and had their
notes converted to Sanuwave shares at 4¢ (yielding 1.15 shares per 4¢) and this offer of 1.75 shares in exchange for the two remaining warrants will bring them into parity with other note holders at 2.9 shares per 4¢ of initial
investment.
|
•
|
These shares will be included in the pool of shares used to determine allocation of the merger consideration of SEPA shares.
|
•
|
Assuming 100% acceptance and exchange of the eligible securities by all holders, the value of each share of Sanuwave is anticipated to be approximately 3.3¢ in SEPA Class A common stock (assuming a $10 stock price). The number
included in this paragraph is subject to the same assumptions set out in the table below.
|
• |
The conversion rate used to calculate the number of shares of SEPA Class A common stock that you would receive if you select Option #2 assumes the full exchange of (i) all outstanding convertible promissory notes issued in November 2022
and May 2023 and (ii) all outstanding warrants issued in August 2022, September 2022 and May 2023, in each case on the terms offered above, and reflects the per share price of Sanuwave’s common stock as of September 22, 2023, the date the
Form S-4 for the proposed business combination was filed with the SEC by SEPA. The per share price of Sanuwave’s common stock is likely to fluctuate between the date of this letter and the expected closing of the proposed business
combination, and we cannot predict at this time which, if any, holders of Sanuwave securities will accept the offer above.
|
• |
The estimated value of shares of SEPA Class A common stock after the closing of the proposed business combination assumes a $10 per share price of SEPA Class A common stock. The per share price of SEPA’s Class A common stock is likely
to fluctuate between the date of this letter and the expected closing of the proposed business combination.
|
Signature:
|
|
Name:
|
|
Title:
|
|
Date:
|
|
Option #2: |
You can accept the following offer from Sanuwave to exchange your outstanding notes and warrants for shares of Sanuwave common stock that will be converted into shares of the combined company Class A common stock (each at $10 per
share) in accordance with the following economics and terms, all of which will only be effected upon closing of the SEPA merger and not otherwise:
|
•
|
Each outstanding note will be fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the note) into Sanuwave shares at 4¢ per share. Therefore, each 4¢ invested in
the note will yield 1.15 shares of Sanuwave common stock.
|
•
|
Each warrant with a 4¢ strike price will be exchanged for 0.9 shares of Sanuwave common stock per share subject to such warrant.
|
•
|
Each warrant with a 6.7¢ strike price will be exchanged for 0.85 shares of Sanuwave common stock per share subject to such warrant.
|
•
|
Thus, in aggregate, each 4¢ invested in the Sanuwave notes issued in November 2022 (assuming they have not already converted) and May 2023 or issuable to holders of the Asset-Backed Secured Promissory Notes issued in July 2023 will,
upon exchange of the note and warrants associated therewith, be exchanged for 2.9 shares of Sanuwave common stock per 4¢ of principal value. Those who held notes issued in August 2022 have already received 15% interest and had their
notes converted to Sanuwave shares at 4¢ (yielding 1.15 shares per 4¢) and this offer of 1.75 shares in exchange for the two remaining warrants will bring them into parity with other note holders at 2.9 shares per 4¢ of initial
investment.
|
•
|
These shares will be included in the pool of shares used to determine allocation of the merger consideration of SEPA shares.
|
•
|
Assuming 100% acceptance and exchange of the eligible securities by all holders, the value of each share of Sanuwave is anticipated to be approximately 3.3¢ in SEPA Class A common stock (assuming a $10 stock price). The number
included in this paragraph is subject to the same assumptions set out in the table below.
|
• |
The conversion rate used to calculate the number of shares of SEPA Class A common stock that you would receive if you select Option #2 assumes the full exchange of (i) all outstanding convertible promissory notes issued in November 2022
and May 2023 and (ii) all outstanding warrants issued in August 2022, September 2022 and May 2023, in each case on the terms offered above, and reflects the per share price of Sanuwave’s common stock as of September 22, 2023, the date the
Form S-4 for the proposed business combination was filed with the SEC by SEPA. The per share price of Sanuwave’s common stock is likely to fluctuate between the date of this letter and the expected closing of the proposed business
combination, and we cannot predict at this time which, if any, holders of Sanuwave securities will accept the offer above.
|
• |
The estimated value of shares of SEPA Class A common stock after the closing of the proposed business combination assumes a $10 per share price of SEPA Class A common stock. The per share price of SEPA’s Class A common stock is likely
to fluctuate between the date of this letter and the expected closing of the proposed business combination.
|
Signature:
|
Name:
|
|
Title:
|
Date:
|
|
Option #1: |
You can do nothing. Your outstanding notes and warrants will automatically be converted into notes and warrants in the combined company and their conversion or strike prices as well as the number of underlying shares will be adjusted
accordingly. This will make the conversion price of the notes $12.12 (i.e., $12.12 is the denominator by which the principal and accrued, unpaid interest of the applicable note will be divided at conversion), the strike price of the
warrants will become $12.12 (for the 4¢ warrants) and $20.30 (for the 6.7¢ warrants), and the number of shares underlying the warrants will be adjusted down by a factor of 0.0033 (i.e., each 303 outstanding warrants to purchase one share of
Sanuwave common stock will become one warrant to purchase one share of SEPA class A common stock), all to accommodate the new $10 stock price and lower share count and in accordance with the terms of the note and warrant documents. Please
note the numbers included in this Option #1 are subject to the same assumptions set out in the table on page 2.
|
Option #2: |
You can accept the following offer from Sanuwave to exchange your outstanding notes and warrants for shares of Sanuwave common stock that will be converted into shares of the combined company Class A common stock (each at $10 per
share) in accordance with the following economics and terms, all of which will only be effected upon closing of the SEPA merger and not otherwise:
|
•
|
Each outstanding note will be fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the note) into Sanuwave shares at 4¢ per share. Therefore, each 4¢ invested in
the note will yield 1.15 shares of Sanuwave common stock.
|
•
|
Each warrant with a 4¢ strike price will be exchanged for 0.9 shares of Sanuwave common stock per share subject to such warrant.
|
•
|
Each warrant with a 6.7¢ strike price will be exchanged for 0.85 shares of Sanuwave common stock per share subject to such warrant.
|
•
|
Thus, in aggregate, each 4¢ invested in the Sanuwave notes issued in November 2022 (assuming they have not already converted) and May 2023 or issuable to holders of the Asset-Backed Secured Promissory Notes issued in July 2023 will,
upon exchange of the note and warrants associated therewith, be exchanged for 2.9 shares of Sanuwave common stock per 4¢ of principal value. Those who held notes issued in August 2022 have already received 15% interest and had their
notes converted to Sanuwave shares at 4¢ (yielding 1.15 shares per 4¢) and this offer of 1.75 shares in exchange for the two remaining warrants will bring them into parity with other note holders at 2.9 shares per 4¢ of initial
investment.
|
•
|
These shares will be included in the pool of shares used to determine allocation of the merger consideration of SEPA shares.
|
•
|
Assuming 100% acceptance and exchange of the eligible securities by all holders, the value of each share of Sanuwave is anticipated to be approximately 3.3¢ in SEPA Class A common stock (assuming a $10 stock price). The number
included in this paragraph is subject to the same assumptions set out in the table below.
|
• |
The conversion rate used to calculate the number of shares of SEPA Class A common stock that you would receive if you select Option #2 assumes the full exchange of (i) all outstanding convertible promissory notes issued in November 2022
and May 2023 and (ii) all outstanding warrants issued in August 2022, September 2022 and May 2023, in each case on the terms offered above, and reflects the per share price of Sanuwave’s common stock as of September 22, 2023, the date the
Form S-4 for the proposed business combination was filed with the SEC by SEPA. The per share price of Sanuwave’s common stock is likely to fluctuate between the date of this letter and the expected closing of the proposed business
combination, and we cannot predict at this time which, if any, holders of Sanuwave securities will accept the offer above.
|
• |
The estimated value of shares of SEPA Class A common stock after the closing of the proposed business combination assumes a $10 per share price of SEPA Class A common stock. The per share price of SEPA’s Class A common stock is likely
to fluctuate between the date of this letter and the expected closing of the proposed business combination.
|
Signature:
|
|
Name:
|
|
Title:
|
Date:
|
1 Year SANUWAVE Health (QB) Chart |
1 Month SANUWAVE Health (QB) Chart |
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