SANUWAVE Health Files 8-K with Key Corporate Updates

TL;DR

SNWV filed an 8-K detailing equity sales, charter changes, and other corporate actions.

AI Summary

On October 15, 2024, SANUWAVE Health, Inc. entered into a material definitive agreement, likely related to its business operations. The company also disclosed unregistered sales of equity securities and material modifications to the rights of its security holders. Additionally, amendments to its articles of incorporation or bylaws and a change in its fiscal year may have occurred, alongside Regulation FD disclosures and the filing of financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by SANUWAVE Health, Inc., including potential equity issuances and changes to its governing documents, which could impact investors and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and material modifications to security holder rights, which can introduce uncertainty and potential dilution.

Key Numbers

• 000-52985 — SEC File Number (Identifier for the company's filings)
• 20-1176000 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• October 15, 2024 (date) — Date of earliest event reported
• 11495 Valley View Road, Eden Prairie, Minnesota 55344 (address) — Company address

FAQ

Key Financial Figures

• $1.4 million — ginal principal amount of approximately $1.4 million (the "HealthTronics Note"); the Private
• $5.0 million — ined below) if the Company has at least $5.0 million of liquidity following such transaction
• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), following t
• $8.25 — of Common Stock at a purchase price of $8.25 per Share, in each case, after adjustme
• $10.3 m — egate gross proceeds were approximately $10.3 million, before deducting offering expens
• $15.00 — he Note) into shares of Common Stock at $15.00 per share, (ii) each Warrant with an ex
• $25.13 — each Warrant with an exercise price of $25.13 per share was exchanged for approximate

Filing Documents

• snwv-20241015.htm (8-K) — 47KB
• ex-31certificateofamendmen.htm (EX-3.1) — 4KB
• ex-101nhexpansioncreditxco.htm (EX-10.1) — 55KB
• ex-102securitiespurchaseag.htm (EX-10.2) — 292KB
• ex-103registrationrightsag.htm (EX-10.3) — 113KB
• ex-991pressreleasereverses.htm (EX-99.1) — 10KB
• ex-992pressreleasexreverse.htm (EX-99.2) — 14KB
• image_0.jpg (GRAPHIC) — 67KB
• image_0b.jpg (GRAPHIC) — 67KB
• 0001628280-24-043082.txt ( ) — 938KB
• snwv-20241015.xsd (EX-101.SCH) — 2KB
• snwv-20241015_lab.xml (EX-101.LAB) — 20KB
• snwv-20241015_pre.xml (EX-101.PRE) — 11KB
• snwv-20241015_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Consent and Limited Waiver On October 17, 2024 , Sanuwave Health, Inc. (the "Company") entered into a Consent and Limited Waiver to Note and Warrant Purchase and Security Agreement (the "Consent and Limited Waiver") with respect to that certain Note and Warrant Purchase and Security Agreement, dated as of August 6, 2020 (as amended, the "NWPSA"), with the noteholders party thereto (the "Holders") and NH Expansion Credit Fund Holdings LP, as agent (the "Agent"). The Agent and the Holders agreed to continue to forbear upon exercising remedies in connection with certain existing events of default under the NWPSA until the earlier of (x) the occurrence of an event of default and (y) December 31, 2024. The Consent and Limited Waiver also consents to the repayment in full of amounts owed to HealthTronics, Inc. ("HealthTronics") pursuant to the Convertible Promissory Note, dated as of August 6, 2020, by and between the Company and HealthTronics, in the original principal amount of approximately $1.4 million (the "HealthTronics Note"); the Private Placement and t he Reverse Stock Split (each as defined below) if the Company has at least $5.0 million of liquidity following such transactions, which is required pursuant to the minimum liquidity covenant in the NWPSA. The Agent and the Holders have also agreed that any existing event of default that exists due to the Company's failure to meet the minimum liquidity covenant will be waived if the conditions set forth in the Consent and Limited Waiver, including at least $5.0 million of liquidity following such transactions, are met. As a condition to the effectiveness of the Consent and Limited Waiver, the Agent exercised, on a cashless basis, all warrants issued by the Company to the Agent in exchange for the issuance of 146,302 shares (the "NWPSA Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), following the Reverse Stock Split. The is

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On October 18, 2024, effective upon the implementation of the Reverse Stock Split, the Company issued an aggregate of 3,989,456 shares of Common Stock in exchange for all outstanding Future Advance Convertible Promissory Notes ("Notes") and Common Stock Purchase Warrants ("Warrants") issued by the Company in private placements in August 2022, November 2022, May 2023, December 2023, January 2024 and June 2024 (the "Exchange"). Pursuant to the Exchange, after adjustment to reflect the Reverse Stock Split, (i) each outstanding Note was fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the Note) into shares of Common Stock at $15.00 per share, (ii) each Warrant with an exercise price of $15.00 per share was exchanged for 0.0024 shares of Common Stock per share subject to such Warrant, and (iii) each Warrant with an exercise price of $25.13 per share was exchanged for approximately 0.0023 shares of Common Stock per share subject to such Warrant. The Exchange was exempt from registration under the Securities Act pursuant to Section 3(a)(9) thereof. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Items 1.01, 3.02 and 5.03 herein is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 15, 2024, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended (the "Certificate of Amendment"), to implement a 1-for-375 reverse stock split (the "Reverse Stock Split") of Common Stock. As a result of the Reverse Stock Split, at 12:01 a.m. Mountain Time on October 18, 2024, every 375 shares of Common Stock then issued and outstanding automatically were combined into one share of Common Stock, with no change in par value per share. No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have resulted from the Reverse Stock Split will be settled in cash. The text of the Certificate of Amendment that effected the foregoing actions is attached hereto as Exhibit 3.1 and incorporated herein by reference. Upon effectiveness, the Reverse Stock Split also resulted in proportionate reductions to the number of shares of Common Stock (i) available for issuance pursuant to the Company's 2024 Equity Incentive Plan and (ii) issuable upon the exercise or conversion of outstanding stock options, warrants and convertible notes, and caused a proportionate increase in the exercise price or conversion price applicable to such securities.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 16, 2024, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated herein by reference. On October 18, 2024, the Company issued a press release announcing the Private Placement. The press release is furnished as Exhibit 99.2 and incorporated herein by reference. These press releases are 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of the Articles of Incorporation, effective as of October 18, 2024. 10.1 Consent and Limited Waiver to Note and Warrant Purchase and Security Agreement, by and among NH Expansion Credit Fund Holdings LP, the noteholders party thereto and Sanuwave Health, Inc., dated October 17, 2024 10.2 Securities Purchase Agreement, dated October 16, 2024, by and among the Company and each purchaser identified on the signature pages thereto. 10.3 Registration Rights Agreement, dated October 16, 2024, by and among the Company and each of the several purchasers signatory thereto. 99.1 Press Release dated October 16, 2024 99.2 Press Release dated October 18, 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: October 18, 2024 By: /s/ Peter Sorensen Name: Peter Sorensen Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR