Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment
No.1)
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 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)
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)
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 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):
Large accelerated filer ☐
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Accelerated filer
☐
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Non-accelerated filer ☐
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Smaller reporting company
☒
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(Do
not check if a smaller reporting company)
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Emerging growth company ☐
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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
As of November 10, 2017, there were issued and outstanding
139,249,926 shares of the registrant’s common stock,
$0.001 par value.
SANUWAVE Health,
Inc.
Table of Contents
EXPLANATORY
NOTE
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PART II – OTHER INFORMATION
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Item 6.
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Exhibits
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4
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SIGNATURES
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2
Explanatory Note
The purpose of this
Amendment No. 1 to the registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2017, filed with the
Securities and Exchange Commission on November 14, 2017 (the
“Form 10-Q”), is to furnish Exhibit 10.2 to the Form
10-Q. No other changes have been made to the Form 10-Q. This
Amendment No. 1 to the Form 10-Q speaks as of the original filing
date of the Form 10-Q, 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-Q.
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PART II — OTHER INFORMATION
Item 6. EXHIBITS
Exhibit No.
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Description
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Class
K Warrant Agreement dated as of August 3, 2017, between SANUWAVE
Health, Inc. and HealthTronics, Inc. (Incorporated by reference to
Form 8-K filed with the SEC on August 4, 2017).
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Form
of Class N Warrant. (Incorporated by reference to Form 8-K filed
with the SEC on November 9, 2017).
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Third
Amendment to promissory notes entered into as of August 3, 2017 by
and among SANUWAVE Health, Inc., SANUWAVE, Inc. and HealthTronics,
Inc. (Incorporated by reference to Form 8-K filed with the SEC on
August 4, 2017).
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10.2*#
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Binding
Term Sheet for Joint Venture Agreement between SANUWAVE Health,
Inc. and MundiMed Distribuidora Hospitalar LTDA effective as of
September 25, 2017.
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Form
of 10% Convertible Promissory Note, by and among the Company and
the accredited investors a party thereto, dated November 3, 2017.
(Incorporated by reference to Form 8-K filed with the SEC on
November 9, 2017).
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Form of
Registration Rights Agreement, by and among the Company and the
accredited investors a party thereto, dated November 3, 2017
(Incorporated by reference to Form 8-K filed with the SEC on
November 9, 2017).
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31.1*
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Rule
13a-14(a)/15d-14(a) Certification of the Principal Executive
Officer.
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31.2*
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Rule
13a-14(a)/15d-14(a) Certification of the Chief Financial
Officer.
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32.1*
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Section
1350 Certification of the Principal Executive Officer.
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32.2*
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Section
1350 Certification of the Chief Financial Officer.
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101.INS*†
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XBRL
Instance.
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101.SCH*†
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XBRL
Taxonomy Extension Schema.
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101.CAL*†
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XBRL
Taxonomy Extension Calculation.
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101.DEF*†
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XBRL
Taxonomy Extension Definition.
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101.LAB*†
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XBRL
Taxonomy Extension Labels.
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101.PRE*†
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XBRL
Taxonomy Extension Presentation.
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______________________________________________________________
*
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 Securities Exchange Act of 1934,
as amended, and otherwise is not subject to liability under these
sections.
4
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 thereunto duly authorized.
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SANUWAVE
HEALTH, INC.
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Dated: November 15, 2017 |
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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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:
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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November
15, 2017
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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
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November
15, 2017
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Name: Lisa E. Sundstrom
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(principal
financial and accounting officer)
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