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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
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Date of
Report (Date of earliest event reported)
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December 31, 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
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(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. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
On
January 23, 2019, SANUWAVE Health, Inc. (the “Company”)
amended the expiration date of the Series A Warrants, Class N
Warrants and Class L Warrants (the “Warrant
Extension”), from March 17, 2019, to May 1, 2019, to be
effective on January 23, 2019. The Company sent a letter to the
holders of the Series A Warrants, Class N Warrants and Class L
Warrants regarding the Warrant Extension on January 29, 2019 (the
“Warrant Extension Letter”). Certain of the Class L
Warrants are held by Michael Stolarski, a member of our Board of
Directors.
The
foregoing is only a brief description of the Warrant Extension
Letter, does not purport to be a complete description of the rights
and obligations of the parties thereunder and is qualified in its
entirety by reference to the full text of the Warrant Extension
Letter taken together with the form of Series A Warrant, form of
Class N Warrant and form of Class L Warrant. The form of the Series
A Warrant is filed as Exhibit 4.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on March 18, 2014, the form of the
Class N Warrant is filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed with the SEC on November 9, 2017,
the form of the Class L Warrant is filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed with the SEC on
March 17, 2016 and the Warrant Extension Letter is filed as Exhibit
4.1 to this Current Report on Form 8-K, and each is incorporated
herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement.
Since
December 31, 2018, the Company has been in default under two
promissory notes issued to HealthTronics, Inc. on August 1, 2005 as
part of the purchase of the orthopedic division assets of
HealthTronics, Inc., which promissory notes have been amended on
June 15, 2015, June 28, 2016 and August 3, 2017. The Company
defaulted on the promissory notes due to a failure to pay the
balance due by December 31, 2018. The aggregate amount due under
the promissory notes is $6,544,525. As a result of such default,
HealthTronics, Inc. could, among other rights and remedies,
exercise its rights under the security agreement granting
HealthTronics, Inc. a first priority security interest in the
assets of the Company. The Company is in negotiations with
HealthTronics, Inc. to address the event of default.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Description
Letter to Series A
Warrantholders, Class N Warrantholders and Class L Warrantholders,
dated January 29, 2019.
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:
January 25, 2019
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By:
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/s/
Lisa E.
Sundstrom
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Lisa E.
Sundstrom
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Controller
and Chief Financial Officer
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