SANUWAVE Health Files 8-K on Agreements and Equity Sales

TL;DR

SANUWAVE Health filed an 8-K detailing new agreements, debt, and equity sales.

AI Summary

On June 18, 2024, SANUWAVE Health, Inc. entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities, suggesting potential capital raising activities or debt issuance. The filing includes financial statements and exhibits, providing further details on these events.

Why It Matters

This filing indicates potential financing activities and the issuance of new equity, which could impact the company's capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — The filing involves financial obligations and unregistered equity sales, which can carry inherent risks for investors.

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• June 18, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 000-52985 (filing_id) — SEC File Number
• 20-1176000 (tax_id) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $1.3 million — tes in an aggregate principal amount of $1.3 million (the "Notes"), (ii) warrants to purchas
• $0.067 — f the Company with an exercise price of $0.067 per share (the "First Warrants") and (i
• $0.04 — f the Company with an exercise price of $0.04 per share (the "Second Warrants," colle
• $0.01 — f the Warrants shall never be less than $0.01 per share. The Warrants have a five-yea
• $1.8 m — the Company received total proceeds of $1.8 million, consisting of $1.3 million from
• $0.5 million — million from the Private Placement and $0.5 million from the issuance of the Promissory Not
• $12.0 million — quirement that SEPA shall have at least $12.0 million at closing resulting from proceeds of (

Filing Documents

• ef20031384_8k.htm (8-K) — 60KB
• ef20031384_ex4-1.htm (EX-4.1) — 166KB
• ef20031384_ex4-2.htm (EX-4.2) — 51KB
• ef20031384_ex4-3.htm (EX-4.3) — 235KB
• ef20031384_ex10-1.htm (EX-10.1) — 201KB
• ef20031384_ex10-2.htm (EX-10.2) — 51KB
• ef20031384_ex10-3.htm (EX-10.3) — 36KB
• ef20031384_ex10-4.htm (EX-10.4) — 89KB
• ef20031384_ex10-5.htm (EX-10.5) — 10KB
• ef20031384_ex10-6.htm (EX-10.6) — 26KB
• image1.jpg (GRAPHIC) — 129KB
• image00004.jpg (GRAPHIC) — 7KB
• 0001140361-24-030816.txt ( ) — 1463KB
• snwv-20240618.xsd (EX-101.SCH) — 4KB
• snwv-20240618_lab.xml (EX-101.LAB) — 20KB
• snwv-20240618_pre.xml (EX-101.PRE) — 14KB
• ef20031384_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into A Material Definitive Agreement. Securities Purchase Agreement and Common Stock Warrants On June 18, 2024, Sanuwave Health, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers identified on the signature pages thereto (the "Purchasers") for the sale by the Company in a private placement (the "Private Placement") of (i) the Company's future advance convertible promissory notes in an aggregate principal amount of $1.3 million (the "Notes"), (ii) warrants to purchase an additional 32.5 million shares of common stock of the Company with an exercise price of $0.067 per share (the "First Warrants") and (iii) warrants to purchase an additional 32.5 million shares of common stock of the Company with an exercise price of $0.04 per share (the "Second Warrants," collectively with the First Warrants, the "Warrants"). The exercise price of the Warrants is subject to adjustment, including if the Company issues or sells shares of common stock or Share Equivalents (as defined in the Warrants) for an effective consideration price less than the exercise price of the Warrants or if the Company lists its shares of common stock on the Nasdaq Capital Market and the average volume weighted average price of such common stock for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the exercise price of the Warrants shall never be less than $0.01 per share. The Warrants have a five-year term. The closing of the Private Placement occurred on June 18, 2024 (the "Closing Date"). At the Closing Date, the Company received total proceeds of $1.8 million, consisting of $1.3 million from the Private Placement and $0.5 million from the issuance of the Promissory Note (as defined below). Notes As described above, on June 18, 2024, the Company issued Notes to the Purchasers in an aggregate principal amount of $1.3 million. Pursuant to the Notes, the Company promised to

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities in the Private Placement were offered and sold in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof. Each Purchaser represented that it was an accredited investor.

Forward-Looking Statements

Forward-Looking Statements This report may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company'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 consummation of the transactions contemplated by the merger agreement (the "Transactions"); the timing of the closing of the Transactions; 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 the Company 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 Transactions, including due to conditions to the closing in the merger agreement, such as the requirement that 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 Transactions; (4) the inability to obtain or maintain the listing of SEPA's securities on Nasdaq following the Transactions; (5) costs related to the Tr

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Future Advance Convertible Promissory Note issued to certain purchasers, dated June 18 , 2024 4.2 Promissory Note issued to Manchester Explorer, L.P., dated June 18 , 2024 4.3 Forms of Common Stock Purchase Warrants issued to certain purchasers, dated June 18 , 2024 10.1 Securities Purchase Agreement, dated June 18 , 2024, by and among the Company and the purchasers identified on the signature pages thereto 10.2 Security Agreement, dated June 18 , 2024, by and among the Company and certain lenders 10.3 Subordination Agreement, dated June 18 , 2024, by and among the Company, NH Expansion Credit Fund Holdings LP and certain creditors 10.4 Registration Rights Agreement, dated June 18 , 2024, by and among the Company and certain lenders 10.5 Form of waiver letter with purchasers in June 2024 offering 10.6 Form of letter agreement with purchasers in June 2024 offering 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: June 21, 2024 By: /s/ Peter Sorensen Name: Peter Sorensen Title: Chief Financial Officer

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