Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment
No.1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from ________ to
Commission File Number 000-52985
SANUWAVE Health, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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20-1176000
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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3360 Martin Farm Road, Suite 100
Suwanee, GA
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30024
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(Address
of principal executive offices)
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(Zip Code)
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(770) 419-7525
(Registrant's telephone number, including area code)
Securities registered pursuant
to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $0.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.☐
Yes ☒ No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act.☐ Yes ☒ No
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). ☒ Yes ☐ No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form
10-K. ☒
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer”, “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting
company)
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Smaller reporting company
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Emerging
growth company
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☐
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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. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). ☐
Yes ☒ No
The aggregate market value of the registrant’s common stock
held by non-affiliates of the registrant (assuming, for purposes of
this calculation only, that the registrant’s directors,
executive officers and greater than 10% shareholders are affiliates
of the registrant), based upon the closing sale price of the
registrant’s common stock on June 30, 2017, the last business
day of the registrant’s most recently completed second fiscal
quarter, was $14.1 million.
As of March 28, 2018, there were issued and outstanding 140,966,236
shares of the registrant’s common stock.
SANUWAVE Health,
Inc.
Table of Contents
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Page
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EXPLANATORY NOTE
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4
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Item 15.
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Exhibits and Financial Statement Schedules
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5
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Signatures
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8
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Explanatory Note
The purpose of this
Amendment No. 1 to the registrant’s Annual Report on Form
10-K for the year ended December 31, 2017, filed with the
Securities and Exchange Commission on March 29, 2018 (the
“Form 10-K”), is to file Exhibit 23.1 to the Form 10-K.
No other changes have been made to the Form 10-K. This Amendment
No. 1 to the Form 10-K speaks as of the original filing date of the
Form 10-K, does not reflect events that may have occurred
subsequent to the original filing and does not modify or update in
any way disclosures made in the original Form
10-K.
PART IV
Item 15. EXHIBITS
Agreement and
Plan of Merger, dated as of September 25, 2009, by and between Rub
Music Enterprises, Inc., RME Delaware Merger Sub, Inc. and
SANUWAVE, Inc. (Incorporated by reference to Form 8-K filed with
the SEC on September 30, 2009).
Articles of
Incorporation (Incorporated by reference to the Form 10-SB filed
with the SEC on December 18, 2007).
Certificate of
Amendment to the Articles of Incorporation (Incorporated by
reference to Appendix A to the Definitive Schedule 14C filed with
the SEC on October 16, 2009).
Certificate of
Amendment to the Articles of Incorporation (Incorporated by
reference to Appendix A to the Definitive Schedule 14C filed with
the SEC on April 16, 2012).
Bylaws
(Incorporated by reference to the Form 10-SB filed with the SEC on
December 18, 2007).
Certificate of
Designation of Preferences, Rights and Limitations of Series A
Convertible Preferred Stock of the Company dated March 14, 2014
(Incorporated by reference to the Form 8-K filed with the SEC on
March 18, 2014).
Certificate of
Amendment to the Articles of Incorporation, dated September 8, 2015
(Incorporated by reference to the Form 10-K filed with the SEC on
March 30, 2016).
Certificate of
Designation of Preferences, Rights and Limitations of Series B
ConvertiblePreferred Stock of the Company dated January 12, 2016
(Incorporated by reference to the Form 8-K filed with the SEC on
January 19, 2016).
Form of Class A
Warrant Agreement (Incorporated by reference to Form 8-K filed with
the SEC on September 30, 2009).
Form of Class B
Warrant Agreement (Incorporated by reference to Form 8-K filed with
the SEC on September 30, 2009).
Form of Class D
Warrant Agreement (Incorporated by reference to Form 8-K filed with
the SEC on October 14, 2010).
Form of Class E
Warrant Agreement (Incorporated by reference to Form 8-K filed with
the SEC on April
7, 2011).
Form of Series A
Warrant (Incorporated by reference to the Form 8-K filed with the
SEC on March 18, 2014).
Form of Series B
Warrant (Incorporated by reference to the Form 8-K filed with the
SEC on March 18, 2014).
Form of 18%
Senior Secured Convertible Promissory Note issued by the Company to
select accredited investors (Incorporated by reference to Form 8-K
filed with the SEC on February 27, 2013).
Form of
Convertible Promissory Note between the Company and accredited
investors party thereto (Incorporated by reference to the Form 8-K
filed with the SEC on March 18, 2014).
Amendment
No. 1 to the Convertible Note Agreement between the Company and
accredited investors party thereto (Incorporated by reference to
the Form 8-K filed with the SEC on March 18, 2014).
Class K Warrant
Agreement by and between the Company and HealthTronics, Inc., dated
June 15, 2015 (Incorporated by reference to the Form 8-K filed with
the SEC on June 18, 2015).
Amendment No. 1
to Class K Warrant Agreement by and between the Company and
HealthTronics, Inc., dated June 28, 2016 (Incorporated by reference
to the Form 10-Q filed with the SEC on August 15,
2016).
Form of Class L
Warrant Common Stock Purchase Warrant (Incorporated by reference to
the Form 8-K filed with the SEC on March 17, 2016).
Second Form of
Class L Warrant Common Stock Purchase Warrant (Incorporated by
reference to the Form 8-K filed with the SEC on August 24,
2016).
Registration
Rights Agreement dated January 13, 2016 among the Company and the
investors listed therein (Incorporated by reference to the Form 8-K
filed with the SEC on January 19, 2016).
4.15
Class K
Warrant Agreement dated as of August 3, 2017, between the Company
and HealthTronics,
Inc. (Incorporated by reference to Form 8-K filed with the SEC on
August 4, 2017).
4.16
Form of Class
N Warrant. (Incorporated by reference to Form 8-K filed with the
SEC on November 9, 2017).
Amended and
Restated 2006 Stock Option Incentive Plan of SANUWAVE Health, Inc.
(Incorporated by reference to Form 8-K filed with the SEC on
November 3, 2010).
Form of
Securities Purchase Agreement, by and among the Company and the
accredited investors party thereto, dated March 17, 2014
(Incorporated by reference to the Form 8-K filed with the SEC on
March 18, 2014).
Form of
Registration Rights Agreement, by and among the Company and the
holders party thereto, dated March 17, 2014 (Incorporated by
reference to the Form 8-K filed with the SEC on March 18,
2014).
Form of
Subscription Agreement for the 18% Convertible Promissory Notes
between theCompany and the accredited investors a party thereto
(Incorporated by reference to the Form 8-K filed with the SEC on
March 18, 2014).
Amendment to
certain Promissory Notes that were dated August 1, 2005, by and
among the Company, SANUWAVE, Inc. and HealthTronics, Inc., dated
June 15, 2015 (Incorporated by reference to the Form 8-K filed with
the SEC on June 18, 2015.)
Security
Agreement, by and between the Company and HealthTronics, Inc.,
dated June 15, 2015 (Incorporated by reference to the Form 8-K
filed with the SEC on June 18, 2015).
Exchange
Agreement dated January 13, 2016 among the Company and the
investors listed therein (Incorporated by reference to the Form 8-K
filed with the SEC on January 19, 2016).
Escrow Deposit
Agreement dated January 25, 2016 among the Company, Newport Coast
Securities, Inc. and Signature Bank (Incorporated by reference to
the Form S-1/A filed with the SEC on February 3,
2016).
Second Amendment
to Certain Promissory Notes entered into as of June 28, 2016 by and
among the Company, SANUWAVE, Inc. and HealthTronics, Inc.
(Incorporated by reference to the Form 10-Q filed with the SEC on
August 15, 2016).
Form of
Securities Purchase Agreement, by and among the Company and the
accredited investors a party thereto, dated March 11, 2016
(Incorporated by reference to the Form 8-K filed with the SEC on
March 17, 2016).
Form
of Securities Purchase Agreement, by and between the Company and
the accredited investors a party thereto, dated August 24, 2016
(Incorporated by reference to the Form 8-K filed with the SEC on
August 25, 2016).
Form of
Registration Rights Agreement, by and between the Company and the
holders a party thereto, dated August 24, 2016 (Incorporated by
reference to the Form 8-K filed with the SEC on August 25,
2016).
10.13
Third
Amendment to promissory notes entered into as of August 3, 2017 by
and among the Company, SANUWAVE, Inc. and HealthTronics, Inc.
(Incorporated by reference to Form 8-K filed with the SEC on August
4, 2017).
10.14#
Binding
Term Sheet for Joint Venture Agreement between the Company and
MundiMed Distribuidora Hospitalar LTDA effective as of September
25, 2017 (Incorporated by reference to Form 10-Q filed with the SEC
on November 15, 2017).
10.15
Form
of 10% Convertible Promissory Note, by and among the Company and
the accredited investors a party thereto. (Incorporated by
reference to Form 8-K filed with the SEC on November 9,
2017).
10.16
Form
of Registration Rights Agreement, by and among the Company and the
accredited investors a party thereto (Incorporated by reference to
Form 8-K filed with the SEC on November 9, 2017).
Agreement
for Purchase and Sale, Limited Exclusive Distribution and
Royalties, and Servicing and Repairs of dermaPACE Systems and
Equipment among the Company, and Premier Shockwave Wound Care, Inc.
and Premier Shockwave, Inc. dated as of February 13,
2018.
Code of Business
Conduct and Ethics of SANUWAVE Health, Inc. (Incorporated by
reference to the Form 10-K filed with the SEC on March 30,
2016).
Consent of
Cherry Bekaert LLP, independent registered public
accountants.
Rule
13a-14(a)/15d-14(a) Certification of the Chief Executive
Officer.
Rule
13a-14(a)/15d-14(a) Certification of the Chief Financial
Officer.
Section 1350
Certification of the Chief Executive Officer.
Section 1350
Certification of the Chief Financial Officer.
101.INS** XBRL
Instance
101.SCH**
XBRL Taxonomy Extension Schema
101.CAL** XBRL Taxonomy Extension
Calculation
101.DEF** XBRL Taxonomy Extension
Definition
101.LAB** XBRL Taxonomy Extension Labels
101.PRE** XBRL Taxonomy Extension
Presentation
______________________________________________________________
∞
Indicates management contract or compensatory plan or
arrangement.
*
Filed herewith
#
Confidential treatment has been requested as to certain portions of
this exhibit, which portions have been omitted and
submitted
separately to the Securities and Exchange Commission.
** XBRL information is furnished and not filed or a part of a
registration statement or prospectus for purposes of sections 11 or
12 of the Securities Act of 1933, as amended, is deemed not filed
for purposes of section 18 of the Exchange Act and otherwise is not
subject to liability under these sections.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Annual Report on Form 10-K to be
signed on its behalf by the undersigned hereunto duly
authorized.
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SANUWAVE
HEALTH, INC.
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Dated: April
2, 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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Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates
indicated:
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Signatures
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Capacity
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Date
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By: /s/
Kevin A.
Richardson, II
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Acting
Chief Executive Officer and Chairman of the Board of
Directors
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April
2, 2018
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Name: Kevin A.
Richardson, II
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(principal
executive officer) |
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By: /s/
Lisa E.
Sundstrom
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Chief
Financial Officer (principal financial and accounting
officer)
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April
2, 2018
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Name: Lisa E. Sundstrom
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By: /s/
John F.
Nemelka |
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Director
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April
2, 2018
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Name:
John F. Nemelka
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By: /s/
Alan L.
Rubino |
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Director |
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April
2, 2018
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| Name:
Alan L. Rubino |
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By: /s/ A. Michael
Stolarski |
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Director |
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April
2, 2018 |
| Name:
A. Michael Stolarski |
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By: /s/ Maj-Britt
Kaltoft |
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Director |
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April
2, 2018 |
| Name:
Maj-Britt Kaltoft |
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