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
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Date of
Report (Date of earliest event reported)
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April 17, 2020
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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
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(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
April 17, 2020, SANUWAVE Health, Inc. (the “Company”)
entered into a shareholders agreement (the “Agreement”)
with Universus Global Advisors LLC, Versani Health Consulting
Consultoria em Gestão de Negócios EIRELI, and IDIC
Participações Ltda. in order to regulate their rights and
obligations as shareholders of Diversa S.A.
(“Diversa”), a recently formed Brazilian joint venture
company. The execution of the Agreement was contemplated by the
joint venture agreement previously entered into by the parties as
described in the Form 8-K filed by the Company on January 28, 2020,
and a copy of such joint venture agreement was attached as an
exhibit to the Company’s Form 10-K filed on March 30, 2020.
The material terms of the Agreement are consistent with the terms
of the previously disclosed joint venture agreement and include a
four-member board (two appointed by
the Company and two appointed by the IDIC
Participações Ltda.) and
certain rights upon a change of control of the Company as described
in the joint venture agreement.
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:
April 23, 2020
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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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