Good morning, ladies and gentlemen. Welcome and thank you for attending this special meeting of stockholders of SANUWAVE Health, Inc. Throughout this meeting, I will refer to SANUWAVE Health, Inc, either as SANUWAVE or as the company. This meeting will please come to order. My name is Morgan Frank, Chief Executive Officer of SANUWAVE. I will act as Chairman of the meeting, and Toni Rinow, the Chief Financial Officer and Secretary of the company, will act as Secretary of the meeting.
I hereby accept the appointment as Secretary of the meeting.
We'll host today's meeting through this virtual online platform. Please remember that if you've not already voted, you may vote your shares online at any time during this meeting prior to the closing polls. The agenda for this special meeting is available currently on this website. I encourage you to review the agenda if you have not already done so. Moving to preliminary matters. We'll now take care of some preliminary matters before proceeding with the stockholder vote. For our Inspector of Election, the company has appointed Justin O'Keefe from Morrow Sodali to act as the Inspector of Election for this meeting. Madam Secretary, the original oath of the Inspector of Election should be annexed to the minutes of this meeting as Exhibit A.
The Inspector of Election has received the list of stockholders and has requested copies of all proxies given by stockholders in connection with this meeting.
Mr. Chairman, I present to the meeting an affidavit from Continental Stock Transfer and Trust Company, certifying that the notice of special meeting, proxy statement, and the form of proxy were mailed to the record holders of SANUWAVE common stock on or about January 22, 2024. The original affidavit, together with the exhibits, will be kept with the records of SANUWAVE.
Thank you. Madam Secretary, will you please report to the meeting on the shares of SANUWAVE common stock, voting together, which are present at the meeting, so that we can determine whether a quorum is present?
Mr. Chairman, I present to the meeting a complete list of the holders of record as of the close of business on January 10, 2024, of the common stock of SANUWAVE and the number of shares of common stock registered in the name of each such holder. January 10, 2024, is the record day fixed by the Board of Directors for the determination of stockholders entitled to notice of and to vote at this special meeting. Only holders of record of the common stock of SANUWAVE at the close of business on that day are entitled to notice and to vote at this special meeting. As of the record day, there were 1,140,559,527 shares of our common stock issued and outstanding.
Each share of common stock entitles this holder to cast one vote on any matter to be voted on at the meeting. Under Nevada law and the bylaws of the company, the presence at the meeting, in person or by proxy or person entitled to vote, a majority of the shares of common stock entitled to be cast as of the record date, will constitute a quorum. A preliminary count indicated that the holders of record of more than 50% of the outstanding shares of common stock were present at this special meeting. The Inspector of Election has made an exact count and will submit a formal report during the course of the meeting on the number of votes present.
Thank you. Because, as indicated, the holders of a record of a majority of the outstanding shares of common stock are present or represented at the meeting, we will proceed with the meeting. Onto orders of business. This special meeting has been called for the purposes set forth in the notice of special meeting and the proxy statement. The notice of special meeting sets forth two proposals for the stockholders to vote upon. One, to consider and vote upon a proposal to approve the agreement and plan of merger by and among SEP Acquisition Corp, a Delaware corporation, which we refer to as SEPA, or SEP Acquisition Holdings, Inc.
Nevada Corporation, and wholly owned subsidiary of SEPA, which we refer as Merger Sub and SANUWAVE, and the transactions contemplated thereby, including the business combination, pursuant to which Merger Sub will merge with and into SANUWAVE, with SANUWAVE continuing as the surviving entity of the business combination and becoming a subsidiary of SEPA, as described in more detail in the proxy statement, referred to as the business combination proposal. Second, to approve the adjournment of this special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies, if it is determined by SANUWAVE's Board of Directors that more time is necessary or appropriate to approve the business combination proposal at the stockholder meeting. We'll now proceed with the formal portion of the meeting. We will now present each of the two proposals. Polls for voting on all matters are open.
All stockholders are entitled to vote at this special meeting and have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it's not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Election will provide his preliminary report. We'll now move to a review of the proposals. Proposal 1, business combination proposal. The first item of business today is the proposal to approve the agreement and the plan of merger, dated as of August 23, 2023, by and among SEPA, Merger Sub, and SANUWAVE....
and the transactions contemplated thereby, including the business combination pursuant to which Merger Sub will merge with and into SANUWAVE, with SANUWAVE continuing as the surviving entity and becoming a subsidiary of SEPA. Proposal 2, the adjournment proposal. Second term item of business today is the proposal to adjourn this special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by SANUWAVE's Board of Directors that more time is necessary or appropriate to approve the business combination proposal at this stockholder meeting. We're now going to pause for 30 seconds to permit a completion of voting. Okay, I now declare that the polls are closed. We will now move to the report of the Inspector of Election.
The report of the Inspector of Election, which has just been given to me, confirms the previous report of the secretary that a quorum is and has been in attendance at the meeting for all purposes. Will the inspector kindly report the results of the votes taken at the meeting?
Our tally of the votes cast at the special meeting indicated the following results: Proposal 1 was approved by the affirmative vote of SANUWAVE stockholders, holding majority of the outstanding shares of common stock as of the record date. Proposal 2 was approved by the affirmative vote of a majority of the votes cast by SANUWAVE stockholders that are entitled to vote and present in person or by proxy at this special meeting.
Thank you, Justin. The Inspector of Election will furnish the secretary with a written report of the final vote count with respect to the proposals, which will be included in the minutes of this meeting. Because there were sufficient votes to approve Proposal 1, there is no need to adjourn the special meeting to permit further solicitation of proxies. Therefore, we move to the conclusion of the meeting. That concludes the business for this meeting. This meeting is now adjourned. Thank you very much, ladies and gentlemen.