SANUWAVE Health Announces Corporate Changes and Shareholder Votes

TL;DR

SANUWAVE Health reshuffled execs, elected new board members, and is holding a shareholder vote. Big changes ahead?

AI Summary

SANUWAVE Health, Inc. announced on August 7, 2024, a series of significant corporate actions. These include the election of new directors, the appointment of new officers, and changes to compensatory arrangements. The company also submitted matters to a vote of its security holders and filed financial statements and exhibits.

Why It Matters

These changes in leadership, compensation, and corporate governance could signal a new strategic direction or operational focus for SANUWAVE Health.

Risk Assessment

Risk Level: medium — Changes in leadership and corporate structure can introduce uncertainty and potential execution risks.

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• August 7, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), may be issu

Filing Documents

• ef20033849_8k.htm (8-K) — 39KB
• ef20033849_ex10-1.htm (EX-10.1) — 138KB
• 0001140361-24-036620.txt ( ) — 330KB
• snwv-20240807.xsd (EX-101.SCH) — 4KB
• snwv-20240807_lab.xml (EX-101.LAB) — 20KB
• snwv-20240807_pre.xml (EX-101.PRE) — 14KB
• ef20033849_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. As disclosed under Item 5.07 of this Current Report on Form 8-K, on August 7, 2024, the stockholders of SANUWAVE Health, Inc. (the "Company") approved the SANUWAVE Health, Inc. 2024 Equity Incentive Plan (the "Plan"). The Plan was previously approved and adopted by the Company's Board of Directors (the "Board") on July 1, 2024, subject to approval by the Company's stockholders. As a result of such approval, no further awards will be made under the Amended and Restated 2006 Stock Incentive Plan of SANUWAVE Health, Inc. (the "Prior Plan"). Subject to adjustment as provided in the Plan, 516,208,834 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), may be issued under the Plan. If outstanding awards issued under the Plan or the Prior Plan are forfeited, cancelled, settled, paid in cash, or expire before being exercised or settled in full, the shares subject to such awards will again be available for issuance under the Plan. Awards under the Plan may be granted to employees, non-employee directors and consultants of the Company and its subsidiaries in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based or equity-related awards. The Plan will be administered by the Compensation Committee of the Board. The Plan is described in greater detail in the Company's definitive proxy statement for the solicitation of written consents (the "Consent Solicitation") filed with the Securities and Exchange Commission on July 18, 2024 (the "Proxy Statement"). The description of the Plan contained in the Proxy Statement and the foregoing description of the Plan are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated here

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On July 18, 2024, the Company commenced the Consent Solicitation from its stockholders with respect to the following proposals, which were approved on August 7, 2024: Proposal 1. To approve an amendment to the Company's Articles of Incorporation to effect a reverse stock split of the Company's outstanding Common Stock at a reverse stock split ratio ranging from any whole number between 1-for-300 and 1-for-500, subject to and as determined by the Board. Votes For Votes Against Abstain Broker Non-Votes 637,769,337 25,345,719 1,587,351 0 Proposal 2. To approve the SANUWAVE Health, Inc. 2024 Equity Incentive Plan. Votes For Votes Against Abstain Broker Non-Votes 634,384,914 26,672,726 3,644,767 0 Both proposals, which are described in more detail in the Proxy Statement, received the affirmative requisite vote of the stockholders of the Company. The Consent Solicitation automatically terminated on August 7, 2024 in accordance with its terms, which are more fully described in the Proxy

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 SANUWAVE Health, Inc. 2024 Equity Incentive Plan. 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: August 9, 2024 By: /s/ Peter Sorensen Name: Peter Sorensen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR