Attached files
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): May 14,
2020
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 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:
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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. ☐
Item
1.01 Entry into a Definitive Material Agreement
On May
14, 2020, SANUWAVE Health, Inc., a Nevada corporation (the
“Company”), entered into a Series D Preferred Stock
Purchase Agreement (the “Purchase Agreement”) with
certain accredited investor for the sale by the Company in a
private placement of an aggregate of eight shares of the
Company’s Series D Convertible Preferred Stock, par value
$0.001 per share at a stated value equal to $25,000 per share (the
“Series D Preferred Stock”), for an aggregate total
purchase price of $200,000. The
closing of the private placement occurred on May 14,
2020.
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.
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 Series D
Preferred Stock was offered and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended, in
reliance on Section 4(a)(2) thereof. Each of the investors
represented that it was an accredited investor and is acquiring the
shares for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution
thereof.
Item 5.03 Amendments to the Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The
information contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.03. On May
14, 2020, the Company filed a Certificate
of Designation of Series D Preferred Stock with the Secretary of
State of the State of Nevada creating a new series of eight shares of Series D Preferred Stock of
the Company (the “Certificate of
Designation”).
Subject
to the terms of the Certificate of Designation, each share of
Series D Preferred Stock is convertible into shares of Common Stock
of the Company at a rate equal to the stated value of such share of
Series D Preferred Stock of $25,000, divided by the conversion
price of $0.14 per share (subject
to adjustment from time to time upon the occurrence of certain
events as described in the Certificate of Designation). The
Certificate of Designation became effective upon filing with the
Secretary of State of the State of Nevada. If all outstanding
shares of Series D Preferred Stock were converted into Common Stock
at the original conversion rate, such shares would convert into an
aggregate of 1,428,571 shares
of Common Stock.
Notwithstanding the
foregoing, the Series D Preferred Stock is not currently
convertible into shares of Common Stock because the Company does
not currently have sufficient authorized and unissued shares of its
Common Stock to permit conversion in full of all issued and
outstanding shares of Series D Preferred Stock. Accordingly, the
Certificate of Designation provides that the Series D Preferred
Stock is only convertible into Common Stock once the Company amends
its Articles of Incorporation to increase its authorized and
unissued Common Stock to an amount sufficient to permit such
conversion of the Series D Preferred Stock. Each investor has
agreed in the Purchase Agreement that such investor will, within
five business days following such amendment to the Articles of
Incorporation, convert all of such investor’s shares of
Series D Preferred Stock into shares of Common Stock.
The
Certificate of Designation provides that if the Company has not
obtained the approval of its shareholders to amend the
Company’s Articles of Incorporation to increase the
authorized shares of Common Stock sufficient to permit such
conversion, or if such amendment has not otherwise been filed with
the Nevada Secretary of State on or before December 31, 2020
(either such event, an “Authorization Failure”), then
the Company shall be required to redeem all outstanding shares of
Series D Preferred Stock for a per-share redemption price, payable
in cash in a single installment not later than thirty (30) days
following the date of such Authorization Failure, equal to the
greater of (a) two hundred percent (200%) of the stated value of
such share, and (b)(i) the volume-weighted average sale price of a
share of Common Stock reported on the trading market on which the
Common Stock is then traded for the thirty (30) consecutive trading
days immediately preceding the date of such Authorization Failure,
multiplied by (ii) the number of shares of Common Stock such share
of Series D Preferred Stock would otherwise be convertible into as
of such date had such Authorization Failure not
occurred.
The
foregoing description of the Certificate of Designation does not
purport to be complete and is qualified in its entirety by
reference to the Certificate of Designation, a copy of which is
filed herewith as Exhibit 3.1 and incorporated herein by
reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Certificate
of Designation of Series D Convertible Preferred
Stock.
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Series
D Preferred Stock Purchase Agreement, by and among the Company and
the accredited investors party thereto, dated May 14,
2020.
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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: May 20,
2020
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By:
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/s/ Kevin A.
Richardson, II
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Name: Kevin A.
Richardson, II
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Title:
Chief
Executive Officer
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