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

Good day, everyone, and welcome to SANUWAVE Provides Corporate Update. [Operator Instructions] Please note this call is being recorded and I will be standing by should you need any assistance. It is now my pleasure to turn the conference over to CEO, Morgan Frank. Please go ahead.

Good morning. Thank you, Nicky. So good morning, everyone. Thanks for joining us on the SANUWAVE corporate update call. We issued a press release this morning, filed an 8-K as well. So let me begin with your favorite part and mine the forward-looking statements disclaimer. This call may contain forward-looking statements such as statements relating to future financial results, production expectations and constraints and plans for future business development. Corporate finance and corporate structuring activities, investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company's ability to control. Description of these risks and uncertainties and other factors that could affect our financial results is included in our SEC filings. Actual results may differ materially from those projected in the forward-looking statements. The company undertakes no obligation to update any forward-looking statements. Okay. So with that said, let me speak a bit about the company's current plans regarding the SEPA merger, capital restructuring, uplisting to a national exchange and the path forward for SANUWAVE in coming months and years. Firstly, I said, as most of you probably saw, yesterday, June 3, we affected repayment and extinguishment of our debt with Celularity. We paid $2.075 million to retire approximately $6.3 million of noncompliant debt and accrued interest. A small capital raise sourced predominantly from existing investors was used to refund this repayment. Going forward, we will continue to opportunistically seek other opportunities to simplify our cap structure and to enhance our shareholder value. Such activities are likely to include if it can be managed ahead of or in lieu of closing the SEPA deal. The consummation of the note and warrant exchange originally offered as part of the SEPA transaction. Reverse stock split and other such corporate finance activities as we deem useful to our prospects and our ability to list on a national exchange. We believe this path forward as a company maximum flexibility for all paths forward. Company believes that it is currently sufficiently funded as a stand-alone entity for the remainder of 2024, and its operations can be self-funding across this period. We believe this puts us in a good position to be proactive and discerning about our choices. So we engaged with SEPA last July, right? The purposes merger was pretty simple. We sought to simplify and strengthen the financial position and the structure of SANUWAVE in order to assist with our growth and to allow us to be valued for our business rather than for our capital structure. So to this end, we saw it and continue to seek to close the merger with SEPA such that we might produce a combined entity with a national exchange listed stock, and a simple compliant capital structure that we have outlined in our past presentations and the -- and SEC filings including the merger agreement and the SEPA Form S-4. As we've discussed previously, it was our hope to close this transaction in March after we had refreshed our financials, which have done stale and finalized our application to NASDAQ. However, based on discussions with NASDAQ, the company and SEPA determined that the combined entity would not be able to list on the NASDAQ Exchange owing to an interpretation of the exchange rules that would require SANUWAVE's trailing stock price to have a $4 minimum bid for 90 trading days prior to listing. This min bid would need to be met without the benefit of the exchange ratio contemplated in the transaction. So -- I mean the fact that this destack would probably work if SANUWAVE was a private company, but it cannot because we're a fully SEC filing OTC traded entity, as a standard that we find a bit puzzling, but -- I mean in the end, look, the rules are rules and we saw no path forward that would bring this proposed business combination into compliance with NASDAQ. For this reason, our 2 companies decided to withdraw that application to list on NASDAQ in favor of one to list the combined entity on the Chicago Board of Exchange of BZX, another national security exchange market. This application has already made several rounds of questions have already been exchanged. When we held our Q1 conference call, we expected to secure that Cboe listing in May close transaction, commenced trading, but this is not the case, and it appears that the application is going to take a bit longer than we had anticipated, owing to some delays at Cboe. We expect to have more clarity on this process and its prospects in mid-June. So I mean, look, obviously, this is not what we had hoped for, and it's been a difficult and a frustrating time as these processes and these timings are simply not within our control. This, of course, leads to the sort of obvious question of so what now. Firstly, SANUWAVE and SEPA have agreed to extend the outside date of our transaction until June 30. And we will seek to close the transaction in that time frame if and when a national securities exchange listing is secured. SANUWAVE has also been granted a unilateral right to terminate the merger agreement with SEPA at any time in its sole discretion, as well as the right to commence exploration of other alternatives for uplisting. In pursuit of these ends, the company expects to immediately begin work on a number of activities that have been included as part of the SEPA transaction, as either they will remain so and simply be completed earlier or in the event that the SEPA transaction cannot be closed because competing them will help us set up alternative paths. These include, but are not limited to, debt repayment, note and warrant exchanges and the reverse stock split discussed earlier. Our goal remains to place the company upon a footing where it can be valued for its business rather than its capital structure. We do this because we believe the growth in the underlying business has great value and greater promise. Our 53% growth in Q1 showed a marked acceleration from past periods, and our 45% to 55% revenue growth guidance for Q2 and our 50% growth guidance for 2024 as a whole shows, we expect this higher growth rate to continue, and we will continue to gear up to achieve our goals, rapid profitable growth. This company is in a much better place than it was a year ago, and it provides us with potential options and avenues that we did not have -- where we did not have that. We're exploring and we'll continue to explore them as we seek to both better serve our customers and to unlock value and minimize dilution for our shareholders, which obviously I am one. From an operating business standpoint, this is a very exciting time at SANUWAVE, and we look forward to sharing our results with you in the weeks and months to come. The core business is a great market, great products, strong gross margins, the potential for improvement and a classic razor-razor related model with a large consumable component. We're going to keep focusing on this. We're going to grow our business. We're going to grow our customer base, and we're going to start to work in parallel to improve our capital structure. I'm sure people have lots of questions, but unfortunately, owing to the nature of these issues, confidentiality and Reg FD, we are not going to take them at this time. But we will see keep the Street informed in the coming weeks as we get more clarity on our path forward. Thank you, guys, and have a great day.

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