Attached files
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| EX-16.1 - LETTER ON CHANGE IN CERTIFYING ACCOUNTANT - SANUWAVE Health, Inc. | snwv_ex161.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
October
26, 2018
Date
of Report (Date of earliest event reported)
SANUWAVE HEALTH, INC.
(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
(Address
of principal executive offices)
30024
(Zip
Code)
(770)
419-7525
Registrant’s
telephone number, including area code
N/A
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
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 4.01. Changes in Registrant’s Certifying
Accountant.
(a) Dismissal of Cherry Bekaert, LLP as Principal
Accountant
On
October 26, 2018, the Audit Committee of the Board of Directors of
SANUWAVE Health, Inc., a Nevada corporation (the
“Company”), dismissed Cherry Bekaert, LLP
(“CBH”) as its principal independent registered public
accounting firm.
The
reports of CBH on the consolidated financial statements of the
Company for the fiscal years ended December 31, 2017 and
December 31, 2016 did not contain an adverse opinion or disclaimer
of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles, except to
indicate that there was substantial doubt about the Company’s
ability to continue as a going concern due to its substantial
operating losses, working capital deficiencies and dependence on
future capital contributions or financing to fund ongoing
operations.
During
the Company’s past two fiscal years ended December 31,
2017 and December 31, 2016 and in the subsequent interim period
through October 26, 2018 (the “Relevant Period”), there
have been no disagreements, as that term is defined in Item
304(a)(1)(iv) and the related instructions of Regulation S-K,
promulgated by the Securities and Exchange Commission
(“SEC”) pursuant to the Securities Exchange Act of
1934, as amended, with CBH on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction of CBH, would have caused CBH to make reference to the
subject matter of the disagreement(s) in connection with its report
on the Company’s financial statements.
During
the Relevant Period, there were no “reportable events”,
as that term is defined in Item 304(a)(1)(v) of
Regulation S-K, except that in connection with the Company's
internal control over financial reporting there was a material
weaknesses. As previously reported,
management concluded that the Company had a material weakness in
its internal control over financial reporting process for the lack
of internal expertise and resources to analyze and properly apply
generally accepted accounting principles to complex and non-routine
transactions related to complex financial instruments and
derivatives, and management believes the material weakness was due
to the complex and non-routine nature of the Company’s
complex financial instruments and derivatives.
The
Audit Committee of the Board of Directors of the Company discussed
each of the matters contained in the third and fourth paragraphs
above with CBH. The Company has authorized CBH to respond fully to
the inquiries of the Company’s successor accountants
concerning each of these matters. On October 26, 2018, the Company
provided CBH with a copy of the disclosures it is making regarding
CBH in this Current Report on Form 8-K in response to Item 304(a)
of Regulation S-K and requested that CBH furnish it with a letter
addressed to the SEC stating whether it agrees with the
disclosures.
CBH has indicated to the Company that it concurs
with the foregoing statements contained in the second, third,
fourth and fifth paragraphs above as they relate to CBH and has
furnished a letter to the SEC to this effect. A copy of the
letter from CBH, which is dated October 26, 2018, is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
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(b) Appointment of Marcum, LLP as Principal
Accountant
On
October 26, 2018, the Audit Committee
of the Board of Directors of the Company appointed Marcum,
LLP (“Marcum”) as its principal independent registered
public accounting firm to review the Company’s financial
statements for the three and nine months ending September 30, 2018
and audit the Company’s financial statements for the fiscal
year ending December 31, 2018.
During
the Relevant Period, neither the Company, nor (to the
Company’s knowledge) anyone acting on its behalf, consulted
with Marcum regarding (i) the application of accounting
principles to a specified transaction, either completed or
proposed; (ii) the type of audit opinion that might be rendered on
the Company’s financial statements; (iii) any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure that was the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv)
and the related instructions of Regulation S-K; or (iv) any
reportable event, as that term is defined in Item 304(a)(1)(v)
of Regulation S-K and Marcum did not provide us with a written
report or oral advice that they concluded was an important factor
in considered by us in reaching a decision as to an accounting,
auditing or financial reporting issue.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Description
Letter from Cherry
Bekaert, LLP, dated October 30, 2018, regarding change in
certifying accountant.
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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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Date:
October 31, 2018
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By:
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/s/ Lisa E.
Sundstrom
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Lisa E.
Sundstrom
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Chief
Financial Officer
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