Full Press Release Details
Investor Presentation September 2023
This presentation ("Presentation") is for informational purposes only to
assist interested parties in making an evaluation with respect to a proposed business combination and related transactions (collectively, the "Business Combination") between SEP Acquisition Corp. ("SEPA") and SANUWAVE Health, Inc. (the
"Company" or "SANUWAVE"). This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase any securities of SEPA, SANUWAVE, or any of their respective affiliates. You should not construe the contents of this Presentation as legal, tax, accounting or investment
advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and by accepting this Presentation, you confirm that you are not
relying upon the information contained herein to make any decision. Projections The financial projections presented in this Presentation represent management's current estimates of future performance based on various assumptions,
which may or may not prove to be correct. The Company's independent registered public accounting firm has not audited, reviewed, compiled or performed any procedure with respect to the projections, and accordingly, they did not express
an opinion or provide any other form of assurance with respect thereto. These projection should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying these projections are
inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks that could cause actual results to differ materially from those contained in these projections. Accordingly, there can be no
assurance that the projections will be realized. Use of Data The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the
accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. SEPA and the Company assume no
obligation to update the information in this presentation. Trademarks SEPA and the Company own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their
respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties' trademarks,
service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with SEPA or the Company, or an endorsement or sponsorship by or of SEPA or the Company. Forward-Looking
Statements This Presentation may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. SANUWAVE's and SEPA's actual results may differ from
their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might" and "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may
include, without limitation, the satisfaction of the closing conditions to the Business Combination, the timing of the closing of the Business Combination and expected results for the combined Company. These forward-looking statements
involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of SANUWAVE and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to consummate the Business Combination,
including due to any failure to obtain approval of the stockholders of SANUWAVE or SEPA or other conditions to closing in the merger agreement, such as the requirements that (i) SANUWAVE obtain the approval of the holders of 80% of its
outstanding convertible promissory notes and warrants to convert such securities into shares of SANUWAVE's common stock immediately prior to the closing and (ii) SEPA shall have at least $12.0 million at closing resulting from proceeds
of (a) SEPA's Class A common stock that has not been redeemed and (b) a private placement; (3) delays in obtaining or the inability to obtain any necessary regulatory approvals required to complete the Business Combination; (4) the
inability to obtain or maintain the listing of SEPA's securities on Nasdaq following the Business Combination; (5) costs related to the Business Combination; (6) changes in applicable laws or regulations; (7) the possibility that
SANUWAVE or SEPA may be adversely affected by other economic, business, and/or competitive factors; and (8) other risks and uncertainties to be identified in the registration statement/proxy statement (when available) relating to the
Business Combination, including those under "Risk Factors" therein, and in other filings with the Securities and Exchange Commission (the "SEC") made by SANUWAVE and SEPA. SANUWAVE and SEPA caution that the foregoing list of factors is
not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither SANUWAVE nor SEPA undertakes or accepts any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. Readers are
referred to the most recent reports filed with the SEC by SANUWAVE. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and SANUWAVE undertakes no obligation to
update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Important Information About the Transactions and Where to Find It SANUWAVE and SEPA will file relevant materials with
the SEC, including a Form S-4 registration statement to be filed by SEPA, which will include a prospectus with respect to SEPA's securities to be issued in connection with the proposed Business Combination and a proxy statement with
respect to SEPA's stockholder meeting at which SEPA's stockholders will be asked to vote on the proposed Business Combination and related matters. In addition, SANUWAVE will file a proxy statement with respect to SANUWAVE's stockholder
meeting at which SANUWAVE's stockholders will be asked to vote on the proposed Business Combination and related matters. SANUWAVE'S stockholders and other interested persons are advised to read, when available, the Form S-4 and the
amendments thereto, the proxy statement and other information filed with the SEC in connection with the Business Combination, as these materials will contain important information about SANUWAVE, SEPA and the Business Combination. When
available, the proxy statement and other relevant materials for the Business Combination will be mailed to stockholders of SANUWAVE as of a record date to be established for voting on the proposed Business Combination and related
matters. The preliminary Form S-4 registration statement and preliminary proxy statements, the final Form S-4 registration statement and definitive proxy statements and other relevant materials in connection with the Business
Combination (when they become available), and any other documents filed by SANUWAVE with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov). SANUWAVE's stockholders will also be able to obtain a copy of such
documents, without charge, by directing a request to SANUWAVE at 11495 Valley View Road, Eden Prairie, Minnesota 55344. Forward Looking Statements
2 This presentation ("Presentation") is for informational purposes only to
assist interested parties in making an evaluation with respect to a proposed business combination and related transactions (collectively, the "Business Combination") between SEP Acquisition Corp. ("SEPA") and SANUWAVE Health, Inc. (the
"Company" or "SANUWAVE"). This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase any securities of SEPA, SANUWAVE, or any of their respective affiliates. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice
or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and by accepting this Presentation, you confirm that you are not relying upon the
information contained herein to make any decision. Projections The financial projections presented in this Presentation represent management's current estimates of future performance based on various assumptions, which may or may not prove
to be correct. The Company's independent registered public accounting firm has not audited, reviewed, compiled or performed any procedure with respect to the projections, and accordingly, they did not express an opinion or provide any other
form of assurance with respect thereto. These projection should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying these projections are inherently uncertain and are subject to a
wide variety of significant business, economic and competitive risks that could cause actual results to differ materially from those contained in these projections. Accordingly, there can be no assurance that the projections will be
realized. Use of Data The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or
modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. SEPA and the Company assume no obligation to update the information in this
presentation. Trademarks SEPA and the Company own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain
trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this Presentation is not
intended to, and does not imply, a relationship with SEPA or the Company, or an endorsement or sponsorship by or of SEPA or the Company. Forward-Looking Statements This Presentation may contain "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. SANUWAVE's and SEPA's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might"
and "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements may include, without limitation, the satisfaction of the closing conditions to the Business Combination, the
timing of the closing of the Business Combination and expected results for the combined Company. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected
results. Most of these factors are outside the control of SANUWAVE and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (2) the inability to consummate the Business Combination, including due to any failure to obtain approval of the stockholders of SANUWAVE or SEPA or other conditions to closing in
the merger agreement, such as the requirements that (i) SANUWAVE obtain the approval of the holders of 80% of its outstanding convertible promissory notes and warrants to convert such securities into shares of SANUWAVE's common stock
immediately prior to the closing and (ii) SEPA shall have at least $12.0 million at closing resulting from proceeds of (a) SEPA's Class A common stock that has not been redeemed and (b) a private placement; (3) delays in obtaining or the
inability to obtain any necessary regulatory approvals required to complete the Business Combination; (4) the inability to obtain or maintain the listing of SEPA's securities on Nasdaq following the Business Combination; (5) costs related to
the Business Combination; (6) changes in applicable laws or regulations; (7) the possibility that SANUWAVE or SEPA may be adversely affected by other economic, business, and/or competitive factors; and (8) other risks and uncertainties to be
identified in the registration statement/proxy statement (when available) relating to the Business Combination, including those under "Risk Factors" therein, and in other filings with the Securities and Exchange Commission (the "SEC") made by
SANUWAVE and SEPA. SANUWAVE and SEPA caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither SANUWAVE nor
SEPA undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which
any such statement is based, subject to applicable law. Readers are referred to the most recent reports filed with the SEC by SANUWAVE. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only
as of the date made, and SANUWAVE undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Important Information About the Transactions and Where to Find
It SANUWAVE and SEPA will file relevant materials with the SEC, including a Form S-4 registration statement to be filed by SEPA, which will include a prospectus with respect to SEPA's securities to be issued in connection with the proposed
Business Combination and a proxy statement with respect to SEPA's stockholder meeting at which SEPA's stockholders will be asked to vote on the proposed Business Combination and related matters. In addition, SANUWAVE will file a proxy
statement with respect to SANUWAVE's stockholder meeting at which SANUWAVE's stockholders will be asked to vote on the proposed Business Combination and related matters. SANUWAVE'S stockholders and other interested persons are advised to
read, when available, the Form S-4 and the amendments thereto, the proxy statement and other information filed with the SEC in connection with the Business Combination, as these materials will contain important information about SANUWAVE,
SEPA and the Business Combination. When available, the proxy statement and other relevant materials for the Business Combination will be mailed to stockholders of SANUWAVE as of a record date to be established for voting on the proposed
Business Combination and related matters. The preliminary Form S-4 registration statement and preliminary proxy statements, the final Form S-4 registration statement and definitive proxy statements and other relevant materials in connection
with the Business Combination (when they become available), and any other documents filed by SANUWAVE with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov). SANUWAVE's stockholders will also be able to obtain a copy
of such documents, without charge, by directing a request to SANUWAVE at 11495 Valley View Road, Eden Prairie, Minnesota 55344. Forward Looking Statements
3 1 Rapidly growing commercial stage medical device company in the $45 billion
US wound care space. FDA approved. Schedule 1 reimbursement. 4 Attractive financial profile: high gross margin business (74%) with 59% of revenues from consumables stream in June Q 2023. Company anticipates adjusted EBITDA profitability in
Q4 2023 as major manufacturing ramp kicks in. Expected growth acceleration and profitability in 2024-5. Wound care is undergoing a major transition to evidence based medicine. Re-imbursement being restructured around efficacy and
cost-effectiveness. Need to align the interests of patients, physicians, and payors. This favors SANUWAVE directed energy products. 2 Backed by strong, broad IP portfolio (over 165 patents). Foundational patents in the space as well as use
patents with applications both in and outside wound care. 3 Investment Highlights
4 UltraMIST Therapy System Durable device, consumable applicator: one per
procedure. Indications for use FDA Approved Diabetic Foot Ulcers Pressure Ulcers Venous Leg Ulcers Deep Tissue Pressure Injuries Surgical Wounds A low-frequency, non-contact ultrasound energy delivered through a fluid mist Device
never touches the wound surface making it pain-free Promotes wound healing below the surface by modulating cell membranes to drive increased blood flow and capillary formation Enhances macrophage mediated VEGF and PDGF release to enhance
removal of damaged tissue by neutrophils Reduces pro-inflammatory cytokines Kills bacteria by lysing cell walls 3 to 20 minute treatment time with simple, self-contained system Highly portable: weighs only 7 pounds
5 Market Opportunity Growth Drivers Centers for Medicare and Medicaid
Services (CMS) and commercial providers increasingly classifying regenerative technology products as medically necessary Aging population Increase in obesity, diabetes, cancers and autoimmune disorders Trend to move "care to the edge" and
away from hospital settings Treatment Opportunity in the U.S. 2,200 Wound care centers 10,000 Physician offices 15,000 Skilled nursing facilities 28,900 Assisted living facilities ~$18 Billion Venous Leg Ulcers (VLUs)2 Annual
treatment costs Inpatient only, all payors Targeting a ~$45 Billion Market in the US Estimated Annual Wound Care Costs in the United States ~$12 Billion Pressure Ulcers (PUs)3 Annual treatment costs Inpatient only, all payers ~$15
Billion Diabetic Foot Ulcers (DFUs)1 Annual treatment costs All care settings, all payers
6 Transition to Evidence Based Medicine The Wound Care Market is Transitioning
to Evidence Based Medicine 1. "Noncontact low-frequency ultrasound therapy in the treatment of chronic wounds: A meta-analysis," 2011 Driver et al Improved Outcomes Clinical Evidence Improved Reimbursement Increased Usage Concerns about
the efficacy of several common treatment practices such as skin substitutes, grafts, and hyperbaric have led to payor reassessment of reimbursement In meta study (Driver et al) non-contact low frequency ultrasound showed 72% greater healing
rate at 12 weeks than standard of care1 Reducing or terminating reimbursement for numerous modalities Increased reimbursement for energy-based treatments UltraMIST is the only energy product that currently qualifies for a schedule one
code To change a category, a product must align the needs of patients, physicians, and payors.
7 Recurrence: ~50% of Diabetic Foot Ulcers recur with standard of
care. Revascularization resulting from energy treatment may represent a cure, not just symptom relief. Payor Economics Driven by Patient Benefit Cost to close wound in hospital: Energy: $4,5001 VS Skin Substitutes: $14.3k1 Heal time:
16 weeks drops to 8.2 weeks Cost to treat: $8,000 $129,000 Stage 2: partial dermal thickness Stage 3: full dermal thickness Stage 4: visible bone, muscle, tendon Unstageable: full thickness obscured with slough and/or eschar SDTI:
severe sub dermal wound without surface opening 0% 10% 20% 30% 40% 50% 60% 70% Resolved Spontaneously Stage 2 Stage 3 Stage 4 Unstageable SDTI UltraMist Standard of
Care 2% 62% 1% 2% 40% 5% 30% 21% 5% 6% 9% 18% UltraMIST patients: 80% resolve at Stage 2 or less vs 22% Std of Care <$8k to Treat Std of care patients: 70% progress to Unstageable or SDTI vs 14% for UltraMIST >$129k to