Attached files
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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November 3, 2017
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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
March 27, 2017, SANUWAVE Health, Inc., a Nevada Corporation
(the “Company”), began offering subscriptions for 10%
convertible promissory notes (the “10%
Convertible Promissory
Notes”) to selected
accredited investors. Up to $2,500,000 aggregate principal
amount of 10% Convertible Promissory Notes are being offered by the
Company. The Company intends to use the proceeds from the 10%
Convertible Promissory Notes for working capital and general
corporate purposes. The initial offering closed on November 3,
2017, at which time $1,124,440 aggregate principal amount of 10%
Convertible Promissory Notes were issued and the funds paid to the
Company. A copy of the Form of the 10% Convertible Promissory Notes
is attached to this Current Report on Form 8-K (this
“Current
Report”) as Exhibit 10.1 and incorporated
by reference herein.
The 10% Convertible Promissory Notes have a six
month term from the subscription date and the note holders can
convert the 10% Convertible Promissory Notes at any time during the
term to the number of shares of Company common stock, $0.001 par value (the
“Common Stock”), equal to the amount obtained by
dividing (i) the amount of the unpaid principal and interest on the
note by (ii) $0.11.
The 10% Convertible Promissory Notes include a
warrant agreement (the “Class N Warrant
Agreement”) to purchase
Common Stock equal to the amount obtained by dividing the (i) sum
of the principal amount, by (ii) $0.11. The Class N Warrant
Agreement expires March 17, 2019. A copy of the Form of the Class N
Warrant Agreement is attached to this Current Report as
Exhibit
4.1 and incorporated by
reference herein. On November 3, 2017, the Company issued
10,222,180 Class N Warrants in connection with the initial closing
of 10% Convertible Promissory Notes.
Pursuant to the
terms of a Registration Rights Agreement (the “Registration Rights Agreement”)
that the Company entered with the accredited investors in
connection with the 10% Convertible Promissory Notes, the Company
is required to file a registration statement that covers the shares
of Common Stock issuable upon conversion of the 10% Convertible
Promissory Notes or upon exercise of the Class N warrants. The
failure on the part of the Company to satisfy certain deadlines
described in the Registration Rights Agreement may subject the
Company to payment of certain monetary penalties. A copy of the Form of Registration Rights
Agreement is attached to this Current Report as Exhibit 10.2
and incorporated by reference
herein.
The foregoing descriptions of each of the 10%
Convertible Promissory Notes, the Class N Warrant Agreement and the
Registration Rights Agreement (together, the “Agreements”)
contained in this Item 1.01 do not purport to be complete and are
qualified in their entirety by reference to the
Agreements.
Premier Shockwave Inc., a company owned by Anthony
Michael Stolarski, a member of the Company’s board of
directors and an existing shareholder of the Company, was a
purchaser of $330,000 aggregate principal amount of
the 10% Convertible Promissory
Notes.
The
issuance and sale of the 10% Convertible Promissory Notes and Class
N Warrants described in this Current Report is exempt from
registration under the Securities Act, pursuant to, inter alia,
Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D
promulgated thereunder. The Company has not engaged in general
solicitation or advertising with regard to the issuance and sale of
these securities and is not offering securities to the public in
connection with this issuance and sale.
This
Current Report on Form 8-K does not constitute an offer to sell, or
a solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful.
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 3.02
Unregistered Sales of Equity Securities.
The
information contained or incorporated in Item 1.01 of this Form 8-K
is incorporated by reference in this Item 3.02.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
Form
of Class N Warrant.
Form
of 10% Convertible Promissory Note, by and among the Company and
the accredited investors a party thereto.
Form
of Registration Rights Agreement, by and among the Company and the
accredited investors a party thereto.
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: November 9,
2017
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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
Exhibit No.
Description
Form
of Class N Warrant.
Form
of 10% Convertible Promissory Note, by and among the Company and
the accredited investors a party thereto.
Form
of Registration Rights Agreement, by and among the Company and the
accredited investors a party thereto.