Attached files
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| EX-10.1 - MATERIAL CONTRACTS - 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
November 30, 2018
Date
of Report (Date of earliest event reported)
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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
(Address
of principal executive offices)
30024
(Zip Code)
(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
1.01
Entry into a Material Definitive Agreement.
On
November 30, 2018, SANUWAVE Health, Inc. (the “Company”) entered into an
Employee/Employer Agreement (the “Agreement”) with Kevin Richardson
as more particularly described in Item 5.02 to this Current Report
on Form 8-K (this “Report”).
The
description of the Agreement contained in Item 5.02 of this Report
is qualified in its entirety by reference to the full text of the
Agreement filed herewith as Exhibit 10.1, which is
incorporated herein by reference.
Item
5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c) On
November 30, 2018, the
Company entered into the Agreement pursuant to which Kevin
Richardson, age 50, has been hired to serve as Chief Executive
Officer of the Company. Mr. Richardson’s appointment as Chief
Executive Officer was made effective on November 30, 2018.
Prior to his appointment, Mr. Richardson was Acting Chief Executive
Officer of the Company. Mr. Richardson will continue to serve
as Chairman of the Board of Directors of the
Company.
Mr.
Richardson has no family relationships with any executive officer
or director of the Company.
Pursuant to the
Agreement, Mr. Richardson agreed to serve as the Chief Executive
Officer of the Company commencing on November 30, 2018. Mr.
Richardson is entitled to an annual base salary of $350,000, with
the right to change the salary based on performance reviews and
recommendations from the compensation committee of the Board of
Directors of the Company.
Mr.
Richardson is also eligible to earn an annual bonus award of up to
one hundred percent of his annual salary based on the achievement
of certain performance goals established by the Company’s
board of directors. Mr. Richardson is also eligible to receive a
one-time sign on bonus of $145,833.33 if certain company goals are
met as established by the Board of Directors of the
Company.
Mr.
Richardson is entitled to participate in the Company’s
employee benefit plans. The Agreement contains a covenant not to
compete, which covers the term of employment and two years
thereafter, and a confidentiality provision, which is
indefinite.
The
Agreement’s term continues until December 31, 2019. At the
expiration of the Agreement, the Agreement shall continue in full
force and effect from year-to-year until terminated at the written
option of either party no later than 30 days prior to the annual
renewal date of January 1.
Item
9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
10.1 Offer Letter, dated as of
November 30, 2018 by and between SANUWAVE Health, Inc. and Kevin
Richardson.
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:
December 4, 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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Controller
and Chief Financial Officer
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