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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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February
13, 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.
☐
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
February 13, 2018, SANUWAVE Health, Inc., a Nevada Corporation (the
“Company”),
entered into an Agreement for Purchase and Sale, Limited Exclusive
Distribution and Royalties, and Servicing and Repairs (the
“Agreement”)
with Premier Shockwave Wound Care, Inc., a Georgia Corporation
(“PSWC”), and
Premier Shockwave, Inc., a Georgia Corporation (“PS”). The Agreement
provides for the purchase by PSWC and PS of dermaPACE System and
related equipment sold by the Company and includes a minimum
purchase of 100 units over 3 years. The Agreement grants PSWC and
PS limited but exclusive distribution rights to provide dermaPACE
Systems to certain governmental healthcare facilities in exchange
for the payment of certain royalties to the Company. Under the
Agreement, the Company is responsible for the servicing and repairs
of such dermaPACE Systems and equipment. The Agreement also
contains provisions whereby in the event of a change of control of
the Company (as defined in the Agreement), the stockholders of PSWC
have the right and option to cause the Company to purchase all of
the stock of PSWC, and whereby the Company has the right and option
to purchase all issued and outstanding shares of PSWC, in each case
based upon certain defined purchase price provisions and other
terms. The Agreement also contains certain transfer restrictions on
the stock of PSWC.
Each of
PS and PSWC is owned by Anthony Michael Stolarski, a member of the
Company’s board of directors and an existing shareholder of
the Company.
The
foregoing description of the Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Agreement, a redacted copy of which will be filed
as an exhibit to the Company’s annual report on Form 10-K for
the annual period ended December 31, 2017. The Company intends to
submit a Confidential Treatment Request to the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended, requesting that it be permitted
to redact certain portions of the Agreement.
Item
7.01
Regulation FD Disclosure.
On
February 13, 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 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Press release,
dated February 13, 2018, issued by the Company
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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Dated: February 16,
2018
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By:
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/s/ Kevin A. Richardson,
II
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Name:
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Kevin A.
Richardson, II
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Title:
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Acting Chief
Executive Officer
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EXHIBIT INDEX
Press release,
dated February 13, 2018, issued by the Company