Attached files
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| EX-10.1 - JOINT VENTURE AGREEMENT - SANUWAVE Health, Inc. | snwv_ex101.htm |
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
Date of Report
(Date of earliest event reported)
September 21, 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
(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
September 21, 2018, SANUWAVE Health, Inc., a Nevada Corporation
(the “Company”), entered into a joint venture
agreement (the “JV
Agreement”) with Johnfk
Medical Inc., a Taiwan corporation (“JohnFK”), setting
forth the terms of the operation, management and control of
Holistic Health Institute Pte. Ltd (with such company name subject
to confirmation by Singapore Government), a private limited company
to be incorporated in the Republic of Singapore
(“HHI”). HHI was formed as a joint venture of the
Company and JohnFK for the manufacture, sale and distribution of
the Company’s
dermaPACE® and
orthoPACE®
devices.
Under
the JV Agreement, the Company and JohnFK each hold shares
constituting fifty percent of the issued share capital of HHI. The
Company provides to HHI FDA and CE approved products for an agreed
cost, access to treatment protocols, training, marketing and sales
materials and management expertise, and JohnFK provides to HHI
capital, human capital and sales resources in Singapore, Malaysia,
Brunei, Cambodia, Myanmar, Laos, Indonesia, Thailand, Philippines
and Vietnam, certain reports and identification of new key opinion
leaders as well as clinical trial and poster access availability.
The JV Agreement also established the corporate governance of HHI,
including a five-person board of directors consisting of two
directors designated by the Company, two directors designated by
JohnFK, and a third director appointed jointly by the parties.
Initially, net profits under the JV Agreement shall be used to
repay JohnFK for (i) the payment of $500,000 on June 22, 2018 to
the Company for initial distribution rights in Taiwan and (ii) the
cash advance to HHI per the terms of the JV Agreement. The JV
Agreement includes other customary terms, including regarding the
transfer of shares, indemnification and
confidentiality.
The
foregoing description of the JV Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the JV Agreement, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated by
reference herein.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Joint
Venture Agreement, dated September 21, 2018, by and among the
Company, Johnfk Medical Inc. and Holistic Health Institute Pte.
Ltd
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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:
September 27, 2018
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By:
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/s/
Lisa E.
Sundstrom
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Name:
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Lisa E.
Sundstrom
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Title:
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Controller
and Chief Financial Officer
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