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

Good morning. I am Kevin Richardson, the Chairman of the company's Board of Directors. The time is now 01:00 p.m., and I am pleased to call this meeting to order. Welcome to SANUWAVE Special 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 our continued interest in the company and that you are with us virtually. The following additional directors are also present virtually: John Nemelka, Alan Rubino, Mike Stolarski and Thomas Price. The following officers of the company are present virtually, Lisa Sundstrom and Iulian Cioanta. Also virtually -- present virtually is Murray Indick, partner at Morrison & Foerster, the company's outside legal counsel. A representative from Broadridge Financial Solutions will act as the inspector of the elections for this meeting and has provided me with the report, summarizing the tabulation of the votes as of the end of business, December 29, 2020, which report will be supplemented by any additional proxies and ballots received today prior to the closing of the polls. Her oath of office promising to execute faithfully the duties of the inspector of the 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 the meeting can be seen on your computer screen, and certain operating procedures for this meeting to provide for the 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'll 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. Second, you can use the question box on your screen to submit questions at any time during the meeting. 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 the presentation of the 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. 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 and plans, including assumptions underlying such statements are forward-looking statements and should not be relied upon as representing management's views as of any subsequent date, any forward-looking statements offered by company representative at 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 those forward-looking statements. Important factors that could cause such differences include, among others, those factors detailed in the company's filings with the Securities and Exchange Commission, including our recent filings on Forms 10-K and 10-Q. The proxy materials for this meeting were mailed to you on or about December 14, 2020, and will be filed with an affidavit with the minutes of the meeting. The proxy statement for this meeting was made available on the website hosted by Broadridge on December 14, 2020. Only stockholders of record as of December 8, 2020 or persons holding a proxy for such stockholders may vote on matters presented at this meeting. Based on the record date, 4,667,194,621 (sic) [467,194,621] shares of SANUWAVE common stock are entitled to vote in this virtual meeting. I will now report on the numbers -- votes stockholders represented at this virtual meeting, the quorum. Based on Broadridge's report as of December 29, 2020, there were 347,235,861 shares of the company's common stock were present in person, virtually or by proxy. This represents a quorum for the 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. To expedite the flow of business at the virtual meeting, each of the matters to be acted upon will be introduced and discussed in order set forth in the proxy statement. As I noted earlier, it is not necessary for stockholders to vote if you already sent in a 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. Proposal 1 is 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 200 million shares to 800 million shares as set forth in the greater detail in the proxy statement. The Board of -- Board of Directors recommends stockholders vote to approve the amendment to the company's articles of incorporation to increase the number of authorized shares to 800 million. Any proxy holders who wish to change their vote and anyone voting at this meeting on the proposals are requested to submit their proxy vote through the web portal now by clicking on the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of this proposal. [Voting]

The next matter to be voted upon is Proposal 2 to grant the Board of Directors the authority to affect a reverse whether the company's outstanding common stock at an exchange rate of 1-for-50. Greater detail on the Proposal 2 is set forth in the proxy statement. The Board of Directors recommends that the stockholders vote to approve the grant to the Board of Directors the authority to affect a 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 the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of this proposal. Please vote any shares using the web portal and by clicking the Vote Here button. [Voting]

We now have all the votes and proxies. I hereby declare that the polls for each matter to be voted on at this meeting are now closed. No additional proxies or votes and no changes or revocations will be accepted. As we wait for the inspector of the election to complete the tabulation on the election of directors and other matters, I will deliver my report to the stockholders, after which there will be a question-and-answer period. I have the preliminary results of the voting and will report on the preliminary results now. The amendment to our articles of incorporation to increase the number of authorized shares of the company's common stock to 800 million shares has been approved. The grant of authority to the Board to affect a reverse stock split of the company's outstanding common stock has been approved. That concludes the report of preliminary voting results. The final results will be available for all stockholders on a Form 8-K to be filed with the SEC within 4 business days. There being no further business to properly brought before this special meeting, this meeting is now adjourned. Now that the formal business of the meeting is concluded, I will take a few questions, if any are submitted by stockholders on the meeting web portal. As you may be aware, federal securities laws prohibit me from providing any material nonpublic information in this quorum. This includes any information that would update or confirm any financial guidance we have previously disclosed. If any submitted questions touch on this or other material nonpublic answers, I must politely, of course, decline to answer.

Kevin, there are no questions.

Great. Given that there are no questions, we will now end the meeting and close this line. We thank every shareholder for their support and look forward to a prosperous 2021. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.