SecProbe.io

United States securities and exchange commission logo
November 28, 2023
R. Andrew White
Chief Executive Officer
SEP Acquisition Corp.
3737 Buffalo Speedway, Suite 1750
Houston, Texas 77098
Re:SEP Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 3, 2023
File No. 333-274653
Dear R. Andrew White:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers about the SEPA Stockholder Proposals
Q. What equity stake will current SEPA Stockholders and SANUWAVE Stockholders hold in
the Combined Company..., page 9
1.We note your response to previous comment 4 and your disclosure on page 24: "As of
October 26, 2023, the holders of approximately 95% of the outstanding SANUWAVE
Warrants and 100% of the outstanding SANUWAVE Convertible Notes have committed
to exchange such SANUWAVE Warrants and SANUWAVE Convertible Notes for an
aggregate of 1,124,417,498 shares and 280,812,105 shares, respectively, of SANUWAVE
Common Stock immediately prior to the Closing of the Business Combination." Please
revise to describe any agreements entered with the holders of the SANUWAVE Warrants
and SANUWAVE Convertible Notes and file them as exhibits.

 FirstName LastNameR. Andrew White
 Comapany NameSEP Acquisition Corp.
 November 28, 2023 Page 2
 FirstName LastNameR. Andrew White
SEP Acquisition Corp.
November 28, 2023
Page 2
2.We note your response to previous comment 5. Revise your disclosure to show how the
per share value of the shares owned by non-redeeming shareholders specifically, not all
shareholders, is diluted by each potential source of dilution. Your disclosure should show
the impact of certain equity issuances on the per share value of the shares, including, as
examples, the exercises of public and private warrants under each redemption
scenario. Please also explain why the enterprise value for the post-combination company
does not differ between redemption scenarios.
Risk Factors
Risk Related to SEPA
SANUWAVE's recurring losses from operations and dependency upon future issuances of equity
or other financing to fund ongoing operations..., page 66
3.We note your revised disclosure in response to previous comment 14 and reissue the
comment in part. Please expand on your disclosure regarding the defaults under the Senior
Secured Note, Celularity Note and HealthTronics Note to discuss the specific risks
resulting from defaulting under these notes. This discussion should include an explanation
of the reason for the defaults, whether you have the ability to cure the defaults under the
terms of the notes and any plans to regain compliance with the terms of the notes. Please
note whether there are any other consequences to being in default under the notes other
than accruing default interest. Finally, please note whether the lenders have the ability to
accelerate the principal amounts outstanding under the notes during a default and whether
you have had any discussions with the lenders regarding the defaults.
Proposal 2: The Business Combination Proposal
Background of the Business Combination, page 110
4.We note your response to previous comment 19 and reissue the comment in part. You
state that SEPA's bid submitted on June 6, 2023 consisted of a non-binding LOI that was
negotiated by the parties over the coming days. Please discuss the terms of the LOI as it
was submitted on June 6, 2023 in addition to discussing the terms that were subsequently
negotiated.
5.We note your revised disclosure in response to previous comment 20 and reissue the
comment. Please expand on this disclosure to note why SANUWAVE terminated Cohen’s
engagement as financial advisor, including why SANUWAVE is asserting the termination
was for cause and why Cohen is disputing the cause of the termination.
Overview of Key Assumptions and Inputs, page 119
6.We note your revised disclosure in response to previous comment 27 and the description
of the key operating forecasts added to page 118. Please revise to state the assumptions
underlying these forecasts. Additionally, please revise to state the basis for the total
estimated combined gross margin of 75% for UltraMIST systems and applicators.

 FirstName LastNameR. Andrew White
 Comapany NameSEP Acquisition Corp.
 November 28, 2023 Page 3
 FirstName LastNameR. Andrew White
SEP Acquisition Corp.
November 28, 2023
Page 3
7.We note your revised disclosure in response to previous comment 28 and reissue the
comment in part. Please state whether any companies or transactions meeting
ValueScope's criteria were excluded from the list of 33 comparable public companies
and 35 comparable transactions.
Unaudited Pro Forma Condensed Combined Financial Information
The Merger and Related Transactions, page 156
8.As previously requested in prior comment 33, please expand your disclosures regarding
the merger consideration to SANUWAVE security holders to include a description of the
shares to be issued to settle SANUWAVE convertible notes. In this regard, we note
footnote d only discusses the SANUWAVE convertible notes that are not converting as
part of the merger transaction.
9.As previously requested in prior comment 34, please revise your tabular presentation for
the ownership of SEPA Common Stock following the Merger to separately present those
shares that will be outstanding following the Merger from those shares associated with
dilutive instruments (e.g., warrants and options) and the SANUWAVE Convertible
Promissory Notes payable, Convertible Promissory Notes payable, related parties along
with the associated accrued interest that are not converting at closing and will remain
outstanding. In this regard, it is unclear why a portion of the total Merger Consideration of
7,793,000 shares of Class A Common Stock is not allocated to the SANUWAVE
Convertible Promissory Notes payable, Convertible Promissory Notes payable, related
parties along with the associated accrued interest. Finally, address the inconsistency in
your disclosures here with the disclosures on pages 24 and 234 that indicate 100% of the
outstanding SANUWAVE Convertible Notes have committed to be exchanged in
connection with the merger transaction.
Financing Transaction, page 157
10.Please expand your disclosures regarding the PIPE Investment to clarify that SEPA and
SANUWAVE intend to enter into subscription agreements with investors however you
have not obtained any commitments in the PIPE Investment to date, if correct. Also
explain the impact if you are unable to obtain any or sufficient subscriptions in the PIPE
Investment to the transaction.
Note 4. Net Loss per Share, page 168
11.We note the expanded disclosure you provided in response to prior comment 40. Please
revise the disclosure for the excluded securities associated with SANUWAVE to disclose
the share amounts for the underlying SEPA shares of common stock, as the presentation
assumes that the transaction occurred as of January 1, 2022. Also, tell us why you have
included the SANUWAVE warrants and options that are converting into SEPA warrants
and options at closing in the weighted average shares outstanding of common stock in
calculating basic loss per share for each period presented. In this regard, we note the

 FirstName LastNameR. Andrew White
 Comapany NameSEP Acquisition Corp.
 November 28, 2023 Page 4
 FirstName LastNameR. Andrew White
SEP Acquisition Corp.
November 28, 2023
Page 4
shares associated with these instruments are not included in the excluded securities
presentaiton.
Information about SANUWAVE
Our Products and Technologies
PACE Technology for Regenerative Medicine, page 183
12.We note your revised disclosure in response to previous comment 43 that "[c]ompleted
clinical trials using SANUWAVE products include studies of the effects of shockwaves
on the following conditions: plantar fasciitis, lateral epicondylitis, 5th metatarsal bone
fracture, delayed union/non-union conditions of long bones, diabetic foot ulcers, oxygen
saturation, burns, venous leg ulcers, pressure ulcers, and ischemia." Please expand on this
statement to fully describe the clinical studies you have conducted to date.
Manufacturing and Suppliers, page 185
13.We note your response to previous comment 47 that "SANUWAVE maintains and
continuously develops new relationships with an active network of third-party
manufacturers and suppliers, in addition to its current manufacturers and suppliers.
Therefore, SANUWAVE believes that alternative manufacturers and suppliers offering
similar components are available on an as-needed basis and could be engaged in a
reasonable period of time." Your risk factor disclosure on page 70 states that "[m]any of
SANUWAVE’s product component materials are only produced by a single supplier for
such product component, and the loss of any of these suppliers could result in a disruption
in SANUWAVE’s production. If this were to occur, it may be difficult to arrange a
replacement supplier because certain of these materials may only be available from one or
a limited number of sources" and that "[e]stablishing additional or replacement suppliers
for these materials may take a substantial period of time, as certain of these suppliers must
be approved by regulatory authorities." Please reconcile these statements.
Intellectual Property
Patents, page 188
14.We note your response to previous comment 46 and your disclosure that "[i]n August
2020, we entered into an asset purchase agreement with Celularity Inc. (“Celularity”),
pursuant to which we acquired all of Celularity’s assets related to the MIST Therapy
System and UltraMIST System, including all intellectual property and trademarks related
to MIST and UltraMIST." Please expand on this disclosure to also discuss the License and
Marketing Agreement entered into with Celularity on August 6, 2020 and to describe the
material terms of this agreement. Your disclosure should clarify what intellectual property
rights were acquired outright under the Asset Purchase Agreement and what rights are
being licensed under the License and Marketing Agreement. In light of the May
2021 notification alleging non-compliance with the license agreement with Celularity,
please also clarify the allegations of non-compliance, if the assets covered by the license

 FirstName LastNameR. Andrew White
 Comapany NameSEP Acquisition Corp.
 November 28, 2023 Page 5
 FirstName LastName
R. Andrew White
SEP Acquisition Corp.
November 28, 2023
Page 5
agreement are material to your business and how your business could be impacted by any
such non-compliance.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
SANUWAVE
Results of Operations, page 198
15.We note the expanded disclosures you provided in response to prior comment 50 for your
interim period. We further note that revenues are comprised of the sale of consumables
and parts and also systems. Please expand your analysis of revenues for each comparative
period presented to discuss any changes in volume and pricing for each of your products
and to also quantify the extent to which these changes in volume and pricing had on
revenues recognized. Refer to Item 303(b)(2)(iii) of Regulation S-K and Sections 501.04
and 501.12 of the Financial Reporting Codification for guidance.
SEP Acquisition Corp.
Note 2. Summary of Significant Accounting Policies
Net Income (Loss) Per Common Share, page F-36
16.Please note that we are continuing to consider your response to prior comment 53 and may
have further comment.
Exhibits and Financial Statement Schedules, page II-2
17.Exhibit 10.42 to the Registration Statement appears to be a description of the agreement
filed in a Current Report on Form 8-K rather than a copy of the underlying agreement.
Please revise the hyperlink to include a copy of the agreement being filed.
18.We note your response to previous comment 16. Please revise to file the amendment to
the Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and
Servicing and Repairs filed as Exhibit 10.33 and describe this agreement and the
amendment in the Information about SANUWAVE section.
            Please contact Tracey Houser at 202-551-3736 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Tonya Mitchem Grindon, Esq.