Attached files
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| EX-10.1 - COMMON STOCK PURCHASE AGREEMENT - SANUWAVE Health, Inc. | snwv_ex10-1.htm |
| EX-4.1 - REGISTRATION RIGHTS AGREEMENT - SANUWAVE Health, Inc. | snwv_ex4-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 11,
2019
SANUWAVE Health, Inc.
(Exact Name of Registrant as Specified in 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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(I.R.S. Employer
Identification No.)
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3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(Address of Principal Executive Offices, and Zip Code)
(770)
419-7525
Registrant’s Telephone Number, Including Area
Code
(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):
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☐
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Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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SNWV
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OTCQB
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).
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 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 the timing and potential
completion of the private placement transaction, anticipated
proceeds from the private placement transaction, 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 latest 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 Material Definitive
Agreement.
Common Stock Purchase Agreement
On
December 11, 2019, SANUWAVE Health, Inc., a Nevada Corporation (the
“Company”)
entered into a Common Stock Purchase Agreement (the
“Purchase
Agreement”) with certain accredited investors (the
“Purchasers”)
for the sale by the Company in a private placement (the
“Private
Placement”) of an aggregate of 21,071,143 shares (the
“Private Placement
Shares”) of the Company’s common stock, par
value $0.001 per share (“Common Stock”), at a purchase
price of $0.14 per Private Placement Share. The closing of the
Private Placement (the “Closing”) is expected to occur on
or about December 30, 2019, subject to the satisfaction of
customary closing conditions. The Company has granted the
Purchasers indemnification rights with respect to its
representations, warranties, covenants and agreements under the
Purchase Agreement.
The
Company intends to use the proceeds from the Private Placement for
working capital and general corporate purposes.
The
Private Placement is exempt from the registration requirements of
the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the
exemption for transactions by an issuer not involving any public
offering under Section 4(a)(2) of the Securities Act and Rule 506
of Regulation D of the Securities Act and in reliance on similar
exemptions under applicable state laws. Each of the Purchasers
represented that it is an accredited investor within the meaning of
Rule 501 of Regulation D, and is acquiring the securities for
investment only and not with a view towards, or for resale in
connection with, the public sale or distribution thereof. The
Private Placement Shares were offered without any general
solicitation by the Company or its representatives.
The
Private Placement Shares sold and issued in the Private Placement
will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission
(the “SEC”) or
an applicable exemption from the registration
requirements.
The
representations, warranties and covenants contained in the Purchase
Agreement were made only for purposes of the Purchase Agreement and
as of specific dates, were solely for the benefit of the parties to
the Purchase Agreement, and may be subject to limitations agreed to
by the contracting parties, including being qualified by
disclosures exchanged between the parties in connection with the
execution of the Purchase Agreement. The representations and
warranties may have been made for the purposes of allocating
contractual risk between the parties to the Purchase Agreement
instead of establishing these matters as facts, and may be subject
to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors are not
third-party beneficiaries under the Purchase Agreement and should
not view the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or conditions of the Company.
The
foregoing description of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is filed hereto as
Exhibit 10.1, and is incorporated herein by reference.
Registration Rights Agreement
In connection with the Agreement, the Company also
entered into a registration rights agreement (the
“Registration Rights
Agreement”) with the
Purchasers, pursuant to which the Company has agreed to file a
registration statement with the SEC by April 30, 2020. Pursuant to
the terms of the Registration Rights Agreement, the Company will
maintain the effectiveness of the registration statement until the
date upon which the securities held by the Purchasers cease to be
Registerable Securities (as that term is defined in the
Registration Rights Agreement).
The
foregoing description of the Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Registration Rights Agreement,
which is filed hereto as Exhibit 4.1, and is incorporated herein by
reference.
Item 3.02
Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02. The Private
Placement Shares were offered and sold in transactions exempt from
registration under the Securities Act, in reliance on Section
4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of
the Purchasers represented that it was an “accredited
investor,” as defined in Regulation D, and is acquiring the
Private Placement Shares for investment only and not with a view
towards, or for resale in connection with, the public sale or
distribution thereof. The Private Placement Shares have not been
registered under the Securities Act and such Private Placement
Shares may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities
Act and any applicable state securities laws. Neither this Current
Report on Form 8-K nor any of the exhibits attached hereto is an
offer to sell or the solicitation of an offer to buy shares of
Common Stock or any other securities of the Company.
Item
9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
Registration
Rights Agreement, by and among the Company and the accredited
investors party thereto, dated December 11, 2019.
Common Stock
Purchase Agreement, by and among the Company and the accredited
investors party thereto, dated December 11, 2019.
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: December 27,
2019
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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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Chief Executive
Officer
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