SANUWAVE Health Files S-1 Registration

TL;DR

SANUWAVE Health files S-1, get ready for potential stock offering.

AI Summary

SANUWAVE Health, Inc. filed an S-1 registration statement on December 3, 2024, to register securities under the Securities Act of 1933. The company, formerly known as RUB MUSIC ENTERPRISES, INC. until November 6, 2007, is incorporated in Nevada and headquartered in Suwanee, Georgia. Morgan C. Frank serves as the Chief Executive Officer.

Why It Matters

This S-1 filing indicates SANUWAVE Health, Inc. is preparing to offer securities to the public, which could lead to new funding or a change in its capital structure.

Risk Assessment

Risk Level: medium — S-1 filings are typically associated with new stock offerings, which carry inherent market and execution risks for investors.

Key Numbers

• 333-283576 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 20241203 — Filing Date (The date the S-1 registration statement was officially filed with the SEC.)

Key Players & Entities

• SANUWAVE Health, Inc. (company) — Registrant
• RUB MUSIC ENTERPRISES, INC. (company) — Former company name
• 20071106 (date) — Date of name change
• Nevada (jurisdiction) — State of incorporation
• 3360 MARTIN FARM RD SUITE 100 SUWANEE GA 30024 (address) — Business and mail address
• 770-419-7525 (phone_number) — Business phone number
• Morgan C. Frank (person) — Chief Executive Officer
• 11495 Valley View Road Eden Prairie, Minnesota 55344 (address) — Principal executive offices and CEO address
• (952) 656-1029 (phone_number) — Principal executive offices phone number
• 333-283576 (registration_number) — SEC registration number

FAQ

Key Financial Figures

• $0.001 — 6 shares of our common stock, par value $0.001 per share ("Common Stock"), by the sell
• $21.00 — r Common Stock on November 29, 2024 was $21.00 per share. Investing in our securities
• $1.9 m — egate principal amount of approximately $1.9 million, (ii) Common Stock Purchase Warra
• $25.13 — hase Warrants with an exercise price of $25.13 per share ("First Warrants") to purchas
• $15.00 — hase Warrants with an exercise price of $15.00 per share ("Second Warrants," and toget
• $1.8 million — eceived total proceeds of approximately $1.8 million. January 2024 Securities Purchase Agre
• $4.6 m — egate principal amount of approximately $4.6 million, (ii) First Warrants to purchase
• $4.6 million — tes in an aggregate principal amount of $4.6 million (the "July 2023 Notes") at an original
• $0.04 — ount of the January Purchaser's Note by $0.04 and (iii) Second Warrants exercisable f
• $1.3 m — egate principal amount of approximately $1.3 million, (ii) First Warrants to purchase
• $1.3 million — eceived total proceeds of approximately $1.3 million. Notes As described above (i) on Dece
• $1.9 million — egate principal amount of approximately $1.9 million (ii) on January 21, 2024, we issued Not
• $8.25 — of Common Stock at a purchase price of $8.25 per Share. The closing of the October P

Filing Documents

• sanuwavehealthinc-sx1.htm (S-1) — 343KB
• ex-107formsx1filingfeetable.htm (EX-FILING FEES) — 18KB
• exhibit51-formsx1.htm (EX-5.1) — 15KB
• exhibit231-formsx1.htm (EX-23.1) — 3KB
• image_0a.jpg (GRAPHIC) — 28KB
• logoa.jpg (GRAPHIC) — 13KB
• preliminaryprospectuscovera.jpg (GRAPHIC) — 31KB
• 0001628280-24-049784.txt ( ) — 480KB

USE OF PROCEEDS

USE OF PROCEEDS 5 SELLING STOCKHOLDERS 6 PLAN OF DISTRIBUTION 11

DESCRIPTION OF SECURITIES TO BE REGISTERED

DESCRIPTION OF SECURITIES TO BE REGISTERED 13 LEGAL MATTERS 15 EXPERTS 15 WHERE YOU CAN FIND MORE INFORMATION 16 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 16 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this prospectus that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"). Forward-looking statements convey our current expectations or forecasts of future events. All statements in this prospectus, including those made by the management of the Company, other than statements of historical fact, are forward-looking statements. Examples of forward-looking statements include statements regarding our results of operations, liquidity, and operations, restrictions and new regulations on our operations and processes, including the execution of clinical trials the Company's future financial results, operating results, and projected costs market acceptance of and demand for UltraMIST and PACE success of future business development and acquisition activities management's plans and objectives for future operations industry trends regulatory actions that could adversely affect the price of or demand for our approved products our intellectual property portfolio our business, marketing and manufacturing capacity and strategy estimates regarding our capital requirements, the anticipated timing of the need for additional funds, and our expectations regarding future capital-raising transactions, including through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing agreements, or raising capital through the conversion

Use of Proceeds

Use of Proceeds All net proceeds from the sale of the shares of Common Stock covered by this prospectus will go to the selling stockholders. We will receive none of the proceeds from the sale of the shares of Common Stock covered by this prospectus by the selling stockholders. See "Use of Proceeds."

Risk Factors

Risk Factors See "Risk Factors" in this prospectus, any prospectus supplement and the information incorporated by reference herein and therein for a discussion of factors you should carefully consider before deciding to invest in our Common Stock. Ticker Symbol for Common Stock "SNWV" 3

RISK FACTORS

RISK FACTORS Investing in our Common Stock involves a high degree of risk. We urge you to carefully consider all of the information contained in or incorporated by reference in this prospectus, any prospectus supplement or any free writing prospectus, including the risk factors under the heading "Risk Factors" in this prospectus and any prospectus supplement, and under a similar heading in any other annual, periodic or current report we file with the SEC. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. The discussion of risks includes or refers to forward-looking statements you should read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus. Risks Related to the Common Stock Offered by the Selling Stockholders If the selling stockholders sell significant amounts of our Common Stock, or the perception exists that these sales could occur, such events could cause the price of our Common Stock to decline. This prospectus covers the resale from time to time by the selling stockholders of up to 2,887,156 shares of our Common Stock. If the selling stockholders sell significant amounts of our Common Stock following the effectiveness of the registration statement of which this prospectus is a part, the market price of our Common Stock could decline. Further, the perception of these sales could impair our ability to raise additional capital through the sale of our equity securities. None of the proceeds from the sale of our Common Stock by the selling stockholders in this offering will be available to us. We will not receive any proceeds from the sale of our Common Stock by the selling stockholders in t

USE OF PROCEEDS

USE OF PROCEEDS All net proceeds from the sale of the shares of Common Stock covered by this prospectus will go to the selling stockholders. We will receive none of the proceeds from the sale of the shares of Common Stock covered by this prospectus by the selling stockholders. 5 SELLING STOCKHOLDERS The shares being sold pursuant to this prospectus were sold by the Company to the selling stockholders as described below. December 2023 Securities Purchase Agreement, Notes and Warrants On December 30, 2023, we entered into a Securities Purchase Agreement (the "December Purchase Agreement"), with the purchasers identified on the signature pages thereto (the "December Purchasers"), for our sale in a private placement (the "December Private Placement") of (i) Future Advance Convertible Promissory Notes ("Notes") in an aggregate principal amount of approximately $1.9 million, (ii) Common Stock Purchase Warrants with an exercise price of $25.13 per share ("First Warrants") to purchase an additional approximately 124,084 shares of Common Stock and (iii) Common Stock Purchase Warrants with an exercise price of $15.00 per share ("Second Warrants," and together with the First Warrants, the "Warrants") to purchase an additional approximately 124,084 shares of Common Stock. The Warrants had a five-year term. The closing of the December Private Placement occurred on December 30, 2023 (the "December Closing Date"). At the December Closing Date, we received total proceeds of approximately $1.8 million. January 2024 Securities Purchase Agreement, Notes and Warrants On January 21, 2024, we entered into a Securities Purchase Agreement (the "January Purchase Agreement"), with the purchasers identified on the signature pages thereto (the "January Purchasers"), for our sale in a private placement (the "January Private Placement") of (i) Notes in an aggregate principal amount of approximately $4.6 million, (ii) First Warrants to purchase an additional approximately 303,844 shares

View Full Filing

View this S-1 filing on SEC EDGAR