SANUWAVE Health, Inc. (SNWV) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for SANUWAVE Health, Inc. Our host for today's call is Kevin Richardson II, Chairman of the Board. [Operator Instructions] I will now turn the call over to your host, Mr. Richardson. You may begin, sir.

Thank you, Paul. Good morning. I am Kevin Richardson, the Chairman of the company's Board of Directors. The time is now 1:00 p.m., and I'm pleased to call this meeting to order. Before we begin, I wanted to spend a moment to thank you, the shareholders. Your support has helped through the years and for that, the entire team here is grateful. Thank you. I also wanted to thank all the hard-working SANUWAVE employees, Board members, advisers, and especially all the clinicians using our product to help make a difference in wound care. We are making a difference healing wounds, saving limbs and saving lives. Welcome to SANUWAVE's 2020 Annual Meeting of Stockholders. In light of COVID-19, we are holding the meeting as a virtual meeting. I will preside over today's meeting. We are very pleased with your continued interest in the company and that you are with us, albeit virtually. The following additional directors are also present virtually: John Nemelka, Alan Rubino, Mike Stolarski, Maj Kaltoft and Thomas Price. The following officers of the company are present virtually: Lisa Sundstrom, our CFO; Iulian Cioanta, our Chief Science and Technology Officer. Also present virtually are Murray Indick, a partner at Morrison & Foerster, the company's outside legal counsel; and Anson Augustine of Marcum, the corporation's independent auditor, who will be available to respond to appropriate questions later in the meeting. A representative from Broadridge Financial Solutions will act as the inspector of the election for the meeting and has provided me with the report summarizing the tabulation of the votes as of the end of business on July 22, 2020, which report will be supplemented by any additional proxies and ballots received today prior to closing of the polls. Her oath of office promising to execute faithfully the duties of the inspector of election will be filed with the minutes of this meeting. I am sure you can appreciate there are legal formalities that we need to fulfill at this meeting. I ask you to bear with me as I go through a prepared script so that we meet those legal requirements and include everything we are required to do. The agenda for today's meeting can be seen on your computer screen. And certain operating procedures for this meeting to provide for an orderly transaction of business can also be seen on your screen. Let me summarize some of the procedural points. First, we are recording this meeting, and you will be able to replay a recording of it for 1 year from the virtual stockholder meeting website that was set forth in the proxy statement. Please wait a day or so to allow the recording to be uploaded. [Operator Instructions] We cannot guarantee that we will answer all questions, but we will do our best. Third, you are able to vote during this meeting at any time from the beginning of the meeting through presentation of proposals until we close the polls through the web portal by clicking on the Vote Here button. However, if you have already voted in advance by using an online ballot or a physical proxy card, a vote at this meeting will supersede your earlier vote. So if you have already voted, you do not need to vote again, unless you want to change your previous vote. Fourth, in the event of any technical difficulties before the formal adjournment of the meeting, we may temporarily adjourn and reconvene the meeting in accordance with our bylaws. Before we proceed, I would like to remind you that during and after this meeting, we may make certain comments that include forward-looking statements that involve known and unknown risks. All statements other than statements of historical facts included in this meeting regarding strategy, future operations, plans, including assumptions and underlying statements, are forward-looking statements and should not be relied upon as representing management's view. As of any subsequent date, any forward-looking statements offered by the company represent a point in time estimate made by management of the company. We caution you that such forward-looking statements are just projections and actual results may differ materially from the forward-looking statements. Important factors that could cause such differences include, among others, those factors detailed in the company's filing with the Securities and Exchange Commission included -- including our recent filing Forms 10-K and 10-Q. I'm going over the notice and stockholders list. The proxy material for this meeting were mailed to you on or about June 29, 2020, and will be filed with an affidavit of mailing with the minutes of the meeting. The proxy statements for the meeting was made available on the website hosted by Broadridge, July 6, 2020. Only stockholders of record as of June 26, 2020, or persons holding a proxy of such stockholders, may vote on matters presented at the time of this meeting. Based on the record date, 302,119,428 shares of SANUWAVE common stock are entitled to vote at this virtual meeting. On the quorum. I will now report on the number of votes of stockholders represented at this virtual meeting. Based on Broadridge's report as of July 22, 2020, there are 225,895,404 shares of the company's common stock were present in person, virtually or by proxy. This represents a quorum for this virtual meeting. Since notice was duly given and a quorum is present, we are ready to transact the business to be conducted at today's meeting. Our annual meeting procedure. To expedite the flow of business at this virtual meeting, each of the matters to be acted upon will be introduced and discussed in the order set forth in the proxy statement. As I noted earlier, it is not necessary for stockholders to vote if you already have sent in your proxy, unless you wish to change your vote. Preliminary vote results will be announced following the introduction of each of the matters to be acted upon. Final vote totals will be reported in the company's current report on Form 8-K within 4 business days. Election of directors. The first matter to be acted upon in -- the election of 6 directors who will each serve 1-year terms upon election until the next Annual Meeting of Stockholders to be held in 2021 or until his or her successor is duly elected and qualified. The 6 directors are: John Nemelka, Alan Rubino, Michael Stolarski, Maj-Britt Kaltoft, Thomas Price and myself. Additional information about the nominated directors is outlined in the proxy statement. The Board of Directors of the company recommends the election of each of these 6 nominees. Any proxy holders who wish to change their vote and anyone voting at this meeting on the election of directors are requested to submit their proxy. Vote through the web portal now by clicking the Vote Here button. Pursuant to the notice of the meeting and the proxy statement, the proxies solicited by the Board of Directors will be voted in favor of each of the 6 nominees. [Voting]

Proposal 2, ratification of appointment of independent registered public accounting firm. The next matter to be voted upon is the proposal #2, ratification of the appointment of Marcum as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors recommends that stockholders vote to ratify the appointment of Marcum LLP. Any proxy holders who wish to change their vote and anyone voting at this meeting on the proposal are requested to submit their proxy vote through the web portal now by clicking the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the Board of Directors will be voted in favor of this proposal. [Voting]

Proposal 3, to approve the reincorporation of the company from the state of Nevada to the state of Delaware. We will now proceed with the voting of proposal #3 to approve the reincorporation of the company from the state of Nevada to the state of Delaware. As set forth in greater detail in the proxy statement, the Board of Directors recommends that stockholders vote to approve the reincorporation of the company from the state of Nevada to the state of Delaware. Any proxy holders who wish to change their vote and anyone voting at this meeting on the proposal are requested to submit their proxy vote through the web portal now by clicking the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the Board of Directors will be voted in favor of this proposal. [Voting]

Proposal 4, to approve an amendment to the company's articles of incorporation to increase the number of authorized shares of the company's common stock by 250 million shares to 600 million. We will now proceed with the voting on proposal #4, the approval of an amendment to the company's articles of incorporation to increase the number of authorized shares of the company's common stock by 250 million shares to 600 million shares as set forth in greater detail in the proxy statement. The Board of Directors recommends that stockholders vote to approve the amendment to the company's articles of incorporation to increase the number of authorized shares to 600 million shares. Any proxy holders who wish to change their vote and anyone voting at this meeting on the proposal are requested to submit their proxy vote through the web portal now by clicking the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the Board of Directors will be voted in favor of this proposal. [Voting]

Proposal 5, to grant the Board of Directors the authority to effect a reverse split of the company's outstanding common stock at an exchange rate of between 1 for 10 and 1 for 50, with the exact ratio to be determined by the Board of Directors in its sole discretion. We will now proceed with the voting on proposal #5, to grant the Board of Directors the authority to effect a reverse split of the company's outstanding common stock at an exchange ratio between 1 for 10 and 1 for 50, with the exact ratio to be determined by the Board of Directors at its sole discretion. Greater detail on proposal #5 is set forth in the proxy statement. The Board of Directors recommends that shareholders vote to approve the grant to the Board of Directors the authority to effect the reverse stock split of the company's outstanding common stock. Any proxy holders who wish to change their vote and anyone voting at this meeting on the proposal are requested to submit their proxy vote through the web portal now by clicking Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the Board of Directors will be voted in favor of this proposal. [Voting]