SANUWAVE Health Reports Definitive Agreement Changes

TL;DR

SNWV filed an 8-K detailing new definitive agreements and financial obligations.

AI Summary

SANUWAVE Health, Inc. filed an 8-K on September 25, 2025, reporting the entry into a material definitive agreement and the termination of a material definitive agreement. The filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement. Specific details regarding the agreements, obligations, and involved parties were not provided in the excerpt.

Why It Matters

This filing signals significant changes in SANUWAVE Health's contractual and financial obligations, which could impact its operational and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates changes in material definitive agreements and financial obligations, which inherently carry risk and require further investigation into the specifics.

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• September 25, 2025 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• 001-42552 (commission_file_number) — SEC File Number
• 20-1176000 (ein) — IRS Employer Identification No.
• 9600 W. 76th Street, Suite 118, Eden Prairie, Minnesota 55344 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — h registered Common stock, par value $0.001 per share SNWV The Nasdaq Stock Market
• $23.0 million — "). The Credit Agreement provides for a $23.0 million secured term loan (the "Term Loan") tha
• $5.0 million — ) that matures September 25, 2029 and a $5.0 million secured revolving credit facility (the

Filing Documents

• snwv-20250925.htm (8-K) — 36KB
• ex-101xcreditagreementdate.htm (EX-10.1) — 1316KB
• ex-991pressreleasexdebtref.htm (EX-99.1) — 8KB
• chaselogoa.jpg (GRAPHIC) — 5KB
• jpmorganlogoa.jpg (GRAPHIC) — 4KB
• sanuwavelogo.jpg (GRAPHIC) — 12KB
• 0001628280-25-042942.txt ( ) — 1714KB
• snwv-20250925.xsd (EX-101.SCH) — 2KB
• snwv-20250925_lab.xml (EX-101.LAB) — 19KB
• snwv-20250925_pre.xml (EX-101.PRE) — 11KB
• snwv-20250925_htm.xml (XML) — 2KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 25, 2025, Sanuwave Health, Inc. (the "Company") entered into a credit agreement (the "Credit Agreement") among the Company, as a borrower, Sanuwave, Inc., as a guarantor, SanuWave Services, LLC, as a guarantor, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"). The Credit Agreement provides for a $23.0 million secured term loan (the "Term Loan") that matures September 25, 2029 and a $5.0 million secured revolving credit facility (the "Revolver" and together with the Term Loan, the "Facility") that matures September 25, 2027. Availability under the Revolver is subject to a borrowing base composed of eligible accounts receivable. Proceeds of the Facility may be used for working capital and other general corporate purposes and were used at the initial closing, together with cash on hand, to repay all outstanding indebtedness and other obligations under the NWPSA (as defined in Item 1.02 below) and to pay fees and expenses related to the Credit Agreement. Loans made under the Facility will accrue interest at a rate per annum equal to either, at the Company's option, a term rate based upon the secured overnight financing rate ("SOFR") plus a margin of 3.50% or base rate (generally determined according to the higher of the prime rate and 2.5%) plus a margin of 2.50%. Interest is payable in arrears, in the case of loans bearing interest based on term SOFR, at the end of the applicable interest period, and, in the case of loans bearing interest based on the base rate, quarterly in arrears. Amortization on the Term Loan is payable in equal quarterly installments. The Company may prepay outstanding loans at any time without premium or penalty, subject to customary breakage costs in the case of borrowings bearing interest based on term SOFR. The Company's obligations under the Credit Agreement are secured by a lien on substanti

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On September 25, 2025, in connection with the funding of the Term Loan and initial draw under the Revolver, the Company paid off all amounts due under and terminated in full all commitments under the Note and Warrant Purchase and Security Agreement, dated as of August 6, 2020, with the noteholders party thereto and NH Expansion Credit Fund Holdings LP, as agent ("NH Expansion"), and the related Secured Promissory Note issued to NH Expansion (collectively, the "NWPSA"). The description of the NWPSA contained in the Quarterly Report on Form 10-Q for the period ended June 30, 2025 filed by the Company with the Securities and Exchange Commission is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of the Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 26, 2025, the Company issued a press release announcing the Credit Agreement. 2 The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Credit Agreement, dated as of September 25, 2025, by and among Sanuwave Health, Inc., as a guarantor, Sanuwave, Inc., as a borrower, SanuWave Services, LLC, as a guarantor, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 99.1 Press Release dated September 26, 2025 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. 3

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: September 26, 2025 By: /s/ Morgan C. Frank Name: Morgan C. Frank Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR