Dear Stockholder:

YouThis Notice of Consent Solicitation (the “Notice”) and accompanying Consent Solicitation Statement are cordially invitedfurnished to attend a special meeting of stockholders (“Special Meeting”) ofyou by SANUWAVE Health, Inc., a Nevada corporation (“SNWV”we,” “us” or the “Company”“our”), which will be held at 1:00 pm (Eastern Time) on December 30, 2020. The Special Meeting will bein connection with the solicitation of written consents from the holders of its common stock, par value $0.001 (the “Common Stock”), to take action without a virtual meeting of stockholders conducted online by live audio webcast. You will be able to attend the virtual meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SNWV2020SM at the date and time described in the accompanying proxy statement. There is no physical location for this Special Meeting.stockholders’ meeting.

We are holding the Special Meeting forsoliciting your written consent with respect to the following purpose, which isproposals (the “Proposals”):

Only stockholders of record as ofWe have established the close of business on December 8, 2020 areOctober 28, 2022 (the “Record Date”) as the record date for determining stockholders entitled to notice and to vote atsubmit written consents. A majority of the Special Meeting or any postponement or adjournment thereof.

If, on December 8, 2020,the Record Date, your shares were registered directly in your name with our transfer agent, Action Stock Transfer, then you are considered the stockholder of record with respect to those shares.

As a stockholder of record, you may vote at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, wesubmit your written consent directly. We urge you to votesubmit your written consent over the Internet, or by telephone or if you request paper proxy materials, by filling outcompleting and returning the proxy card.written consent card set forth in Appendix A.

If you are a stockholder of record, you may:

To determine how you may revoke or change your votewritten consent submitted by the telephone, Internet or mail methods described above, see the section entitled “How can I change my vote after submitting my proxy?written consent?”

If, on December 8, 2020,the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting.this consent solicitation. As a beneficial owner, you have the right to direct your broker or other agent on how to votecomplete the written consent with respect to the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares via live webcast at the meeting unless you request and obtain a valid proxy from your broker or other agent.

The Board recommends that you vote:submit your written consent:

If a signed proxywritten consent card is returned to us without any indication of how your shares should be voted on a particular proposal at the meeting,Proposal, your shareswritten consent card will be voted in accordance with the recommendations of the Board, stated above. For example, if you returntreated as a signed proxy card with no indication of your vote on any of the proposals, your votes will be castconsent “FOR” the approval to amend the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock in Proposal 1, and “FOR” the grant of authority to the Board to effect a reverse split of the Company’s outstanding common stock in Proposal 2. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

The votes required to approve each proposalProposal are as follows:

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to votesubmit a written consent with respect to the shares. These unvoted shares are considered “broker non-votes” with respect to such matters. Broker non-votes

The Proposals are counted for purposes of determining whether a quorum is present. Note that ifconsidered “routine” proposals under New York Stock Exchange rules. If you are a beneficial holderowner and your shares are held in the name of a broker or other nominee, the broker or other nominee is permitted to submit your written consent on the Proposals, even if the broker or other nominee does not receive instructions from you. As a result, we do not provide specific voting instructions to youranticipate any broker the broker that holds your shares will not be authorized to vote on the approval to amend the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock (Proposal 1), or to vote on the grant for authoritynon-votes with respect to the Board to effect a reverse split of the Company’s outstanding common stock (Proposal 2).Proposals.

The Company is paying the costs of the solicitation of proxies. Proxieswritten consents. Written consents may be solicited on behalf of the Company by our directors, officers, employees or agents in person or by telephone, facsimile or other electronic means. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries, upon request, for their reasonable expenses incurred in sending proxieswritten consents and proxyconsent solicitation materials to beneficial owners of our common stock. We have retained the services of Okapi Partners LLC to assist in the solicitation of proxies for a fee of approximately $8,500 plus reasonable out-of-pocket expenses. We may engage Okapi Partners LLC for additional solicitation work and incur fees greater than $8,500 depending on a variety of factors, including preliminary voting results.Common Stock.

In addition, we believe that the Reverse Stock Split, if implemented, will make our voting common stockCommon Stock more attractive to a broader range of institutional and other investors, as we believe that the current market price of our voting common stockCommon Stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of voting common stockCommon Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that, if approved and implemented by our Board, the Reverse Stock Split will make our voting common stockCommon Stock a more attractive and cost effectivecost-effective investment for many investors, which will enhance the liquidity of the holders of our voting common stock.investors.

Reducing the number of outstanding shares of our common stockCommon Stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock.Common Stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock.Common Stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stockCommon Stock will increase following the Reverse Stock Split or that the market price of our common stockCommon Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stockCommon Stock after a Reverse Stock Split will increase in

The Reverse Stock Split, if approved by our stockholders, would become effective uponon the filing (the “Effective Time”)date and time set forth in the Certificate of a certificate of amendmentAmendment to our Articles of Incorporation that is filed with the Nevada Secretary of State, which we expect would be shortly after such filing is made with the Nevada Secretary of the State of Nevada.(the “Effective Time”). The exact timing of the filing of the certificateCertificate of amendmentAmendment that will effect the Reverse Stock Split will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders. In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to the Company’sour Articles of Incorporation, our Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with the Reverse Stock Split. If a certificateCertificate of amendmentAmendment effecting the Reverse Stock Split has not been filed with the Nevada Secretary of State of the State of Nevada by the close of business on December 31, 2021,2023, our Board will abandon the Reverse Stock Split.

For the purposes of providing examples of the effect of the Reverse Stock Split on our Common Stock, the following table contains approximate information, based on share information as of the Record Date, of the effect of a Reverse Stock Split at certain ratios within the range of the proposed Reverse Stock Split ratios on the number of shares of our Common Stock authorized, outstanding, reserved for future issuance and not outstanding or reserved:

If the Reverse Stock Split is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as wasof the case immediately precedingEffective Time, based on the Reverse Stock Split. TheSplit ratio selected by the Board, proportionate adjustments will be made to all then-outstanding equity awards, Common Stock warrants and convertible debt with respect to the number of shares deliverable upon settlementof Common Stock subject to such award, warrant or vestingconvertible debt and the exercise or conversion price thereof. In addition, the number of restricted stock awardsshares of Common Stock available for issuance under the Stock Incentive Plan will be similarlyproportionately adjusted for the Reverse Stock Split ratio selected by the Board, such that fewer shares will be subject to our treatment of fractional shares.such plan.

The proposed amendmentPursuant to the Company's Articles of Incorporation will not affectReverse Stock Split, the par value of our common stock, which willCommon Stock would remain $0.001 par value per share. As a result as of the Reverse Stock Split, at the Effective Time, the stated capital on our balance sheet attributable to common stockour Common Stock would be reduced in proportion to the size of the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account onwould be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, would remain unchanged.

Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our balance sheet will not change due toCommon Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Reported per share net incomeStockholders who hold shares of our Common Stock with a bank, broker, custodian or lossother nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be higher because thereautomatic) to receive whole shares of post-Reverse Stock Split Common Stock, subject to adjustment for treatment of fractional shares.

Stockholders holding shares of our Common Stock in certificated form will be fewersent a transmittal letter by our transfer agent after the Effective Time. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of commonour Common Stock (the “Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Stock Split Common Stock (the “New Certificates”). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s) representing the number of whole shares of Common Stock to which they are entitled as a result of the Reverse Stock Split, subject to the treatment of fractional shares described below. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-Reverse Stock Split Common Stock to which these stockholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, outstanding.will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate, the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate.

Notwithstanding the decrease in the number of outstanding shares following the implementation of the Reverse Stock Split, the Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the implementation of the proposed Reverse Stock Split will not cause the Company to go private.

Under the Nevada Revised Statutes, our stockholders are not entitled to appraisal rights with respect to the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

The following discussion is a summary describes certainof material U.S. federal income tax consequences of thean implemented Reverse Stock Split to holdersU.S. Holders (as defined below). This summary is based upon the Internal Revenue Code of our common stock:1986, as amended (the “Code”), Treasury regulations promulgated thereunder, published rulings and administrative

For purposes of this summary, a “U.S. Holder” is a beneficial owner of shares of our common stockCommon Stock that is (a) an individual who is a citizen or individual resident of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized in or under the laws of the United States, or any state thereof, or the District of Columbia, or is otherwise subject totreated for U.S. federal income taxation on a net income basis in respect of our common stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treatedtax purposes as a U.S. person. Andomestic corporation, (c) an estate whosethe income of which is subject to U.S. federal income taxation regardless of its source, may alsoor (d) a trust (i) whose administration is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. holder. United States person.

This summary does not addressdiscuss all of theU.S. federal income tax consequencesconsiderations that may be relevant to anyU.S. Holders in light of their particular investor, including tax considerationscircumstances or that arise from rules of general application to all

The affirmative voteconsent of the holders of a majority of the shares of common stockCommon Stock outstanding as of the Record Date is needed to approve the Reverse Stock Split.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTETHAT YOU SUBMIT YOUR WRITTEN CONSENT “FOR” PROPOSAL 2, THE1, APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT, AT THE BOARD’S DISCRETION.

The following table sets forth certain information, as of November 30, 2020,the Record Date, with respect to the beneficial ownership of the Company’sour outstanding common stockCommon Stock by (i) any holder of more than five percent, (ii) each of the Company’sour named executive officers and directors, and (iii) the Company’sour directors and executive officers as a group.

Requirements for Stockholder Proposals to Be Considered for Inclusion in Our Proxy Materials. To be considered for inclusion in next year’sthe proxy materials for our 2021next annual meeting of stockholders, your proposal must be submitted in writing by March 4, 2021 to the Company’s Secretary at 3360 Martin Farm Road, Suite 100, Suwanee, Georgia 30024 and comply with the requirements in the Company’s Bylaws and all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, provided, however, that if our 2021 annual meeting of stockholders is held before June 23, 2021 or after August 22, 2021, then the deadline is a reasonable amount of time prior to the date we begin to print and distribute our proxy statement for the 2021such annual meeting of stockholders.stockholders to the Company’s Secretary at 11495 Valley View Road, Eden Prairie, Minnesota 55344, and comply with the requirements in our Bylaws and all applicable requirements of Rule 14a-8 promulgated under the Exchange Act.

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting. If you wish to submit a proposal that is to be included in next year’sthe proxy materials for our next annual meeting of stockholders, you must do so not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event less than 60 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. You are also advised to review our Bylaws, which contain additional requirements regarding submission of stockholder proposals.

The SEC adopted rules that permit us to send a single special report and proxy statementsConsent Solicitation Statement to any household at which two or more stockholders reside unless we have received contrary instructions from one of the stockholders. Each stockholder will continue to receive a separate proxywritten consent card. Upon written or oral request to our Corporate Secretary, at 3360 Martin Farm11495 Valley View Road, Suite 100, Suwanee, Georgia 30024Eden Prairie, Minnesota 55344 or by phone at (770) 419-7525, we will deliver a separate copy of the special report or proxy statement, as applicable,Consent Solicitation Statement to you at the shared address within 30 days of your request. Any stockholders who share the same address and currently receive multiple copies of our consent solicitation materials or proxy materials who wish to receive only one copy in the future can contact the Corporate Secretary regarding such request at the address and phone number listed above.

A number of brokerage firms have already instituted householding. If your household has multiple accounts of our stock, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of the proxy statement or special report,Consent Solicitation Statement or wish to revoke your decision to household, and thereby receive multiple reports.