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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report
(Date of earliest event reported)
January 26, 2018
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SANUWAVE HEALTH, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-52985
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20-1176000
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
No.)
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3360 Martin Farm Road, Suite 100, Suwanee, Georgia
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30024
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(770) 419-7525
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N/A
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(Former
name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registration is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company. ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Cautionary Statement Regarding Forward-Looking
Information
This
Current Report on Form 8-K contains certain statements that
constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and are covered by the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995.
Words such as “anticipate,” “believes,”
“budget,” “continue,” “could,”
“estimate,” “expect,”
“forecast,” “intend,” “may,”
“plan,” “potential,”
“predicts,” “project,”
“should,” “will” and similar expressions
are intended to identify such forward-looking statements.
Forward-looking statements in this Form 8-K may include, without
limitation, statements regarding projected growth, future revenue,
benefits of entering into the investment agreements, anticipated
improvements in earnings and other financial performance measures,
future expectations concerning available cash and cash equivalents,
assumptions underlying or relating to any of the foregoing, and
other matters. Forward-looking statements involve known and unknown
risks, uncertainties and other important factors that may cause
actual results, performance or achievements to differ materially
from results expressed in or implied by this Form 8-K. Any
expectations based on these forward-looking statements are subject
to risks and uncertainties and other important factors, including
those discussed in SANUWAVE Health, Inc.’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission,
including the section titled “Risk Factors” therein,
and all other filings made by the Company under the Exchange Act.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the filing date
of this Form 8-K. All forward-looking statements are qualified in
their entirety by this cautionary statement. We assume no
obligation to update the forward-looking statements, or to update
the reasons why actual results could differ from those projected in
the forward-looking statements.
Item 1.01
Entry Into a Material Definitive Agreement.
On
January 26, 2018, SANUWAVE Health, Inc., a Nevada Corporation (the
“Company”),
entered into a Master Equipment Lease with NFS Leasing Inc.
(“NFS”) to
provide financing for equipment purchases to enable the Company to
begin placing the dermaPACE System in the marketplace (the
“Agreement”).
The Agreement provides for a lease line of up to $1,000,000 with a
lease term of 36 months, and grants NFS a security interest in the
Company’s accounts receivable, personal property and money
and deposit accounts of the Company. A copy of the Agreement is
attached to this Current Report on Form 8-K (this “Current Report”) Exhibit
10.1 and is incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
February 12, 2018, the Company issued a press release regarding
entry into the Agreement. The press release is furnished on this
Current Report as Exhibit 99.1 and incorporated by reference
herein.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information contained or incorporated in Item 1.01 of this Form 8-K
is incorporated by reference in this Item 2.03.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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Master
Equipment Lease, dated January 26, 2018, by and among the Company
and NFS Leasing, Inc.
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Press release, dated February 12,
2018, issued by the Company.
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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.
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SANUWAVE HEALTH, INC.
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Date:
February 16,
2018
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By:
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/s/
Kevin
A. Richardson, II
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Name:
Kevin
A. Richardson, II
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Title:
Acting
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Master Equipment
Lease, dated January 26, 2018, by and among the Company and NFS
Leasing, Inc.
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Press release, dated February 12,
2018, issued by the Company.
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