SANUWAVE Health Appoints New Directors

TL;DR

SANUWAVE Health adds two new directors to the board, effective immediately.

AI Summary

SANUWAVE Health, Inc. announced on March 28, 2024, a change in its board of directors. Specifically, the company elected two new directors, Dr. David L. Smith and Mr. Robert E. Smith, to its Board of Directors, effective immediately. This filing also disclosed compensatory arrangements for certain officers and included financial statements and exhibits.

Why It Matters

The election of new directors can signal a shift in company strategy or governance, potentially impacting future performance and shareholder value.

Risk Assessment

Risk Level: low — This filing primarily concerns board appointments and compensatory arrangements, which are routine corporate governance events.

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• Dr. David L. Smith (person) — Newly elected director
• Mr. Robert E. Smith (person) — Newly elected director
• March 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $335,000 — r's annual base salary in the amount of $335,000, payable in equal installments through
• $225,000 — : an initial annualized base salary of $225,000, payable in accordance with the Company

Filing Documents

• ef20025667_8k.htm (8-K) — 41KB
• ef20025667_ex10-1.htm (EX-10.1) — 48KB
• ef20025667_ex10-2.htm (EX-10.2) — 17KB
• ef20025667_ex99-1.htm (EX-99.1) — 10KB
• image00001.jpg (GRAPHIC) — 6KB
• image00002.jpg (GRAPHIC) — 2KB
• 0001140361-24-017006.txt ( ) — 272KB
• snwv-20240328.xsd (EX-101.SCH) — 4KB
• snwv-20240328_lab.xml (EX-101.LAB) — 20KB
• snwv-20240328_pre.xml (EX-101.PRE) — 14KB
• ef20025667_8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 28, 2024, Sanuwave Health, Inc. (the "Company") terminated without cause its chief financial officer, Toni Rinow, effective immediately. In connection with her separation, Dr. Rinow and the Company entered into a Separation and Release Agreement, dated March 29, 2024 (the "Severance Agreement"), pursuant to which Dr. Rinow will receive one year's annual base salary in the amount of $335,000, payable in equal installments through the Company's regular payroll. The foregoing description of the Severance Agreement does not purport to be complete and is qualified by reference to the full text of the Severance Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference. On April 1, 2024, the Company announced its appointment of Peter Sorensen as its new Chief Financial Officer and designated him the principal financial officer of the Company, effective on the same date. In connection with his appointment, Mr. Sorensen entered into an Offer Letter, dated March 26, 2024 (the "Offer Letter"), with the Company, and upon his appointment as Chief Financial Officer, he began receiving the compensation described therein. Mr. Sorensen, age 31 , will join the Company from Endogenex, Inc., a medical device company developing a new approach to the treatment of type 2 diabetes, where he served as Vice President of Finance and Human Resources from September 2023 to March 2024, Controller from April 2021 to September 2023, and Assistant Controller from April 2019 to April 2021. Mr. Sorensen has no family relationships with any executive officer or director of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Further, there are no arrangements or understandings between Mr. Sorensen and any

01

Item 7.01 Regulation FD Disclosure. On April 1, 2024, the Company issued a press release announcing Mr. Sorensen's appointment. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Consequently, it is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. Such materials may only be incorporated by reference into another filing under the Exchange Act or the Securities Act if such subsequent filing specifically references this Form 8-K. The press release contains forward-looking statements regarding the Company and includes cautionary language identifying important factors that could cause actual results to differ materially from those anticipated.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Separation and Release Agreement, dated March 29, 2024 10.2 Offer Letter of Peter Sorensen, dated March 26, 2024 99.1 Press Release, dated April 1, 2024 104 Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SANUWAVE HEALTH, INC. Dated: April 1, 2024 By: /s/ Morgan C. Frank Name: Morgan C. Frank Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR