EX-99.1
15
snwv_ex991.htm
PRESS RELEASE ISSUED ON AUGUST 10, 2020
snwv_ex991
Exhibit 99.1
SANUWAVE HEALTH COMPLETES ACQUISITION OF
THE WOUND CARE ASSETS OF CELULARITY
CONFERENCE CALL SCHEDULED FOR WEDNESDAY 1 P.M. EDT
SUWANEE, GA, August 10, 2020 - SANUWAVE Health,
Inc. (OTCQB: SNWV) today announced that it has completed the
acquisition of the wound care assets of Celularity, consisting of
the UltraMIST® Ultrasound Healing Therapy assets and
partnership rights for Celularity's wound care biologic
products.
The funding for the acquisition consisted of a mix of funded term
debt, a seller note, and equity in the form of a private placement.
The private placement generated gross proceeds of approximately $24
million through the issuance of 119,125,000 shares of common stock
and accompanying warrants to purchase up to an equal number of
shares of common stock at a purchase price of $0.20 per share of
common stock and accompanying warrants.
The warrants will be exercisable immediately at an
exercise price of $0.25 per share and will expire three years after
the date of issuance. Over
60% of the private placement was purchased by existing investors
and insiders, and the remainder was purchased by certain healthcare
focused institutional and accredited investors.
H.C Wainwright & Co. acted as the exclusive placement agent for
the private placement. Lake Street Capital Markets acted as
financial advisor for the acquisition and the private
placement.
William Blair & Company acted as the sole placement agent of
the debt financing.
The acquisition is expected to be a transformative event for
SANUWAVE and represents a strategically and financially compelling
growth opportunity for the company. The transaction broadens
SANUWAVE's addressable market and combines two highly
complementary energy transfer technologies with two biologic skin
substitute products to create a platform of scale with an
end-to-end product offering in the advanced wound care market.
Furthermore, it uniquely positions SANUWAVE to address the entire
advanced wound care patient pathway from the initial stages of
treatment to closure. The treatment combination of the
UltraMIST® and the dermaPACE® System creates a
significant opportunity to demonstrate improved patient outcomes
over the current standard of care, initially for diabetic foot
ulcers and across all wound indications in the future.
SANUWAVE
will conduct an investor teleconference at 1:00 p.m. EDT on
Wednesday, August 12, 2020. A separate press release will be issued
providing the conference call information. More details regarding
the acquisition and the future plans will be shared and detailed on
the call.
About SANUWAVE Health, Inc.
SANUWAVE Health, Inc. (OTCQB:SNWV) (www.SANUWAVE.com)
is a shockwave technology company initially focused on the
development and commercialization of patented noninvasive,
biological response activating devices for the repair and
regeneration of skin, musculoskeletal tissue and vascular
structures. SANUWAVE's portfolio of regenerative medicine
products and product candidates activate biologic signaling and
angiogenic responses, producing new vascularization and
microcirculatory improvement, which helps restore the body's
normal healing processes and regeneration. SANUWAVE applies its
patented PACE®
technology in wound healing,
orthopedic/spine, plastic/cosmetic and cardiac conditions. Its lead
product candidate for the global wound care market,
dermaPACE®,
is US FDA cleared for the treatment of Diabetic Foot Ulcers.
The device is also CE Marked throughout Europe and has device
license approval for the treatment of the skin and subcutaneous
soft tissue in Canada, South Korea, Australia and New Zealand.
SANUWAVE researches, designs, manufactures, markets and services
its products worldwide, and believes it has demonstrated that its
technology is safe and effective in stimulating healing in chronic
conditions of the foot (plantar fasciitis) and the elbow (lateral
epicondylitis) through its U.S. Class III PMA approved
OssaTron® device,
as well as stimulating bone and chronic tendonitis regeneration in
the musculoskeletal environment through the utilization of its
OssaTron, Evotron® and
orthoPACE® devices
in Europe, Asia and Asia/Pacific. In addition, there are
license/partnership opportunities for SANUWAVE's shockwave
technology for non-medical uses, including energy, water, food and
industrial markets.
About Celularity Inc.
Celularity, headquartered in Warren, N.J., is a clinical-stage cell
therapeutics company delivering transformative allogeneic cellular
therapies derived from the postpartum human placenta. Using
proprietary technology in combination with its IMPACT™
platform, Celularity is the only company harnessing the purity and
versatility of placental-derived cells to develop and manufacture
innovative and highly scalable off-the-shelf treatments for
patients with cancer, inflammatory, infectious, and age-related
diseases. To learn more, please visit
www.celularity.com.
Forward-Looking Statements
This press release may contain "forward-looking
statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, such as statements relating to
financial results and plans for future business development
activities and are thus prospective. Forward-looking statements
include all statements that are not statements of historical fact
regarding intent, belief or current expectations of SANUWAVE
Health, Inc. (the "Company"), its directors or its
officers, including, without limitation, any statements regarding
any expected benefits of the acquisition and its impact on the
Company. 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. Actual results may differ
materially from those projected in the forward-looking statements.
Among the key risks, assumptions and factors that may affect
operating results, performance and financial condition are risks
associated with the regulatory approval and marketing of the
Company's product candidates and products, unproven
pre-clinical and clinical development activities, regulatory
oversight, the Company's ability to manage its capital
resource issues, competition, and the other factors discussed in
detail in the Company's periodic filings with the Securities
and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statement.
For additional information about the Company, visit
www.sanuwave.com
.
Contact:
Millennium
Park Capital LLC
Christopher
Wynne
312-724-7845
cwynne@mparkcm.com
SANUWAVE
Health, Inc.
Kevin
Richardson II
CEO and
Chairman of the Board
978-922-2447
investorrelations@sanuwave.com

EX - 99 . 1 15 snwv _ ex991 . htm PRESS RELEASE ISSUED ON AUGUST 10 , 2020 snwv _ ex991 Exhibit 99 . 1 SANUWAVE HEALTH COMPLETES ACQUISITION OF THE WOUND CARE ASSETS OF CELULARITY CONFERENCE CALL SCHEDULED FOR WEDNESDAY 1 P.M. EDT SUWANEE , GA , August 10 , 2020 - SANUWAVE Health , Inc . ( OTCQB : SNWV ) today announced that it has completed the acquisition of the wound care assets of Celularity , consisting of the UltraMIST ® Ultrasound Healing Therapy assets and partnership rights for Celularity 's wound care biologic products . The funding for the acquisition consisted of a mix of funded term debt , a seller note , and equity in the form of a private placement . The private placement generated gross proceeds of approximately $ 24 million through the issuance of 119,125,000 shares of common stock and accompanying warrants to purchase up to an equal number of shares of common stock at a purchase price of $ 0.20 per share of common stock and accompanying warrants . The warrants will be exercisable immediately at an exercise price of $ 0.25 per share and will expire three years after the date of issuance . Over 60 % of the private placement was purchased by existing investors and insiders , and the remainder was purchased by certain healthcare focused institutional and accredited investors . H . C Wainwright & Co . acted as the exclusive placement agent for the private placement . Lake Street Capital Markets acted as financial advisor for the acquisition and the private placement . William Blair & Company acted as the sole placement agent of the debt financing . The acquisition is expected to be a transformative event for SANUWAVE and represents a strategically and financially compelling growth opportunity for the company . The transaction broadens SANUWAVE 's addressable market and combines two highly complementary energy transfer technologies with two biologic skin substitute products to create a platform of scale with an end - to - end product offering in the advanced wound care market . Furthermore , it uniquely positions SANUWAVE to address the entire advanced wound care patient pathway from the initial stages of treatment to closure . The treatment combination of the UltraMIST ® and the dermaPACE ® System creates a significant opportunity to demonstrate improved patient outcomes over the current standard of care , initially for diabetic foot ulcers and across all wound indications in the future . SANUWAVE will conduct an investor teleconference at 1 : 00 p.m. EDT on Wednesday , August 12 , 2020 . A separate press release will be issued providing the conference call information . More details regarding the acquisition and the future plans will be shared and detailed on the call . About SANUWAVE Health , Inc . SANUWAVE Health , Inc . ( OTCQB : SNWV ) ( www.SANUWAVE.com ) is a shockwave technology company initially focused on the development and commercialization of patented noninvasive , biological response activating devices for the repair and regeneration of skin , musculoskeletal tissue and vascular structures . SANUWAVE 's portfolio of regenerative medicine products and product candidates activate biologic signaling and angio genic responses , producing new vascularization and micro circulatory improvement , which helps restore the body 's normal healing processes and regeneration . SANUWAVE applies its patented PACE ® technology in wound healing , orthopedic / spine , plastic / cosmetic and cardiac conditions . Its lead product candidate for the global wound care market , dermaPACE ® , is US FDA cleared for the treatment of Diabetic Foot Ulcers . The device is also CE Marked throughout Europe and has device license approval for the treatment of the skin and subcutaneous soft tissue in Canada , South Korea , Australia and New Zealand . SANUWAVE researches , designs , manufactures , markets and services its products worldwide , and believes it has demonstrated that its technology is safe and effective in stimulating healing in chronic conditions of the foot ( plantar fasciitis ) and the elbow ( lateral epicondylitis ) through its U . S . Class III PMA approved OssaTron ® device , as well as stimulating bone and chronic tendonitis regeneration in the musculoskeletal environment through the utilization of its OssaTron , Evotron ® and orthoPACE ® devices in Europe , Asia and Asia / Pacific . In addition , there are license / partnership opportunities for SANUWAVE 's shockwave technology for non - medical uses , including energy , water , food and industrial markets . About Celularity Inc . Celularity , headquartered in Warren , N . J . , is a clinical - stage cell therapeutics company delivering transformative allogeneic cellular therapies derived from the postpartum human placenta . Using proprietary technology in combination with its IMPACT ™ platform , Celularity is the only company harnessing the purity and versatility of placental - derived cells to develop and manufacture innovative and highly scalable off - the - shelf treatments for patients with cancer , inflammatory , infectious , and age - related diseases . To learn more , please visit www.celularity.com . Forward - Looking Statements This press release may contain " forward - looking statements " within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to financial results and plans for future business development activities and are thus prospective . Forward - looking statements include all statements that are not statements of historical fact regarding intent , belief or current expectations of SANUWAVE Health , Inc . ( the " Company " ) , its directors or its officers , including , without limitation , any statements regarding any expected benefits of the acquisition and its impact on the Company . 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 . Actual results may differ materially from those projected in the forward - looking statements . Among the key risks , assumptions and factors that may affect operating results , performance and financial condition are risks associated with the regulatory approval and marketing of the Company 's product candidates and products , unproven pre - clinical and clinical development activities , regulatory oversight , the Company 's ability to manage its capital resource issues , competition , and the other factors discussed in detail in the Company 's periodic filings with the Securities and Exchange Commission . The Company undertakes no obligation to update any forward - looking statement . For additional information about the Company , visit www.sanuwave.com . Contact : Millennium Park Capital LLC Christopher Wynne 312 - 724 - 7845 cwynne@mparkcm.com SANUWAVE Health , Inc . Kevin Richardson II CEO and Chairman of the Board 978 - 922 - 2447 investorrelations@sanuwave.com
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