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EX-99.1 - PRESS RELEASE - SANUWAVE Health, Inc. | snwv_ex991.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): February 6,
2020
SANUWAVE Health, Inc.
(Exact Name of Registrant as Specified in Charter)
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 is intended to
simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
[_] 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))
Securities
registered pursuant to Section 12(b) of the Act:
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. ☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d) On February 6, 2020, Dr. Tom Price
was appointed to the board of directors of SANUWAVE Health, Inc., a
Nevada corporation (the “Company”), effective
immediately. Dr. Price will serve as a director with a term
expiring at the 2020 annual meeting of stockholders and until his
successor has been duly elected and qualified. The Board has not
yet determined Dr. Price’s committee
assignments.
In connection
with his service as a director, Dr. Price will receive the
Company’s standard non-employee director cash and equity
compensation. Dr. Price will receive an annual cash retainer of
$40,000 paid in quarterly installments, with the annual retainer
payable for fiscal 2020 to be paid on a pro rata basis for the
period of Dr. Price’s service on the Board of Directors
during 2020. He will also receive an initial grant of 200,000 stock
options, exercisable immediately and expiring February 6, 2030,
with an exercise price of $0.19.
There are no
arrangements or understandings between Dr. Price and any other
person pursuant to which Dr. Price was selected as a director. Dr.
Price has no direct or indirect material interest in any
transaction or proposed transaction required to be reported under
Item 404(a) of Regulation S-K or Item 5.02(d) of Form
8-K.
Item
7.01
Regulation
FD Disclosure.
On February 7,
2020, the Company issued a press release announcing the appointment
of Dr. Price to the Board of Directors as set forth in Item 5.02 of
this Current Report on Form 8-K.
A copy of the press release
is furnished as Exhibit 99.1 hereto. This information shall not be
deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company whether
made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
Press Release dated
February 7, 2020.
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: February 12,
2020
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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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Chief Financial
Officer
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