UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): August 6,
2020
SANUWAVE HEALTH, INC.
(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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(I.R.S. Employer Identification Number)
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3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(Address
of Principal Executive Offices, Including 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:
☐ 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 as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.
EXPLANATORY NOTE
This
current report on Form 8-K/A (this “Amendment”) amends
the current report on Form 8-K dated August 6, 2020 filed by
SANUWAVE Health, Inc. (the “Company”) with the U.S.
Securities and Exchange Commission on August 12, 2020. The sole
purpose of this Amendment is to update (1) the number of shares of
the Company’s common stock, par value $0.001 per share
(“Common Stock”) and Class E Warrants to purchase
shares of Common Stock issued to accredited investors in connection
with the Private Placement (as defined below) and (2) the number of
Class E Warrants to purchase shares of Common Stock issued to H.C.
Wainwright & Co., LLC, as exclusive placement agent for the
Private Placement.
Item 1.01. Entry into a Material Definitive Agreement.
Asset Purchase Agreement and License Agreement with Celularity
Inc.
On
August 6, 2020, SANUWAVE Health, Inc. (the “Company”)
entered into an asset purchase agreement (the “Asset Purchase
Agreement”) with Celularity Inc. (“Celularity”)
pursuant to which the Company acquired Celularity’s UltraMIST
assets (the “Assets”). The aggregate consideration paid
for the Assets was $24,000,000, which consisted of (i) a cash
payment of $18,890,000, (ii) the issuance of a promissory note to
Celularity in the principal amount of $4,000,000 (the “Seller
Note”), and (iii) a credit of $1,110,000 for the previous
payment made by the Company to Celularity pursuant to that certain
letter of intent between the Company and Celularity dated June 7,
2020. The closing of the transaction occurred on August 6,
2020.
In
connection with the Asset Purchase Agreement, on August 6, 2020,
the Company entered into a license and marketing agreement with
Celularity pursuant to which Celularity granted to the Company a
license to the Celularity wound care biologic products,
Biovance® and Interfyl® (the “License
Agreement”). The License Agreement provides the Company with
an exclusive license to use, market, distribute and sell
Biovance® in the Field (as defined in the License Agreement)
in the Territory (as defined in the License Agreement), and a
non-exclusive license to use, market, distribute and sell
Interfyl® in the Field in the Territory. The License Agreement
has an initial five year term, after which it automatically renews
for additional one year periods, unless either party gives written
notice at least 180 days prior to the expiration of the current
term.
Lake
Street Capital Markets provided a fairness opinion to the
Company’s Board of Directors in connection with the
transaction.
The
foregoing descriptions of the Asset Purchase Agreement and License
Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Asset Purchase
Agreement and License Agreement, which are filed as Exhibits 10.1
and 10.2, respectively, and are incorporated herein by
reference.
Seller Note
As
noted above, on August 6, 2020, the Company issued the Seller Note
to Celularity in the principal amount of $4,000,000. The Seller
Note has a maturity date of August 6, 2021 and accrues interest at
a rate equal to 12.0% per annum. In the event that the Seller Note
has not been repaid prior to January 1, 2021, Celularity may elect
to convert the outstanding principal amount plus any accrued but
unpaid interest thereon into shares of the Company’s common
stock, par value $0.001 per share (“Common Stock”) at a
conversion price of $0.10 per share.
The
foregoing description of the Seller Note does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Seller Note, which is filed as Exhibit 10.3, and is
incorporated herein by reference.
Securities Purchase Agreement
On
August 6, 2020, the Company entered into a Securities 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 123,550,000 shares of Common
Stock (the “Private Placement Shares”) and accompanying
Class E Warrants to purchase up to an additional 123,550,000 shares
of Common Stock (the “Warrants”), at a purchase price
of $0.20 per Private Placement Share and accompanying Warrant. The
Warrants have an exercise price of $0.25 per share and a three year
term. The closing of the Private Placement occurred on August 6,
2020.
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Pursuant
to the Purchase Agreement, the Company has agreed to file a
registration statement with the SEC no later than sixty (60) days
following the closing of the Private Placement and will maintain
the effectiveness of such registration statement until the date
upon which the securities acquired by the Purchasers pursuant to
the Purchase Agreement cease to be Registerable Securities (as
defined in the Purchase Agreement).
In
connection with the Private Placement, H.C. Wainwright & Co.,
LLC, as exclusive placement agent for the Private Placement,
received warrants to purchase up to 9,266,250 shares of Common
Stock on the same terms as the Warrants, a cash fee and certain
expenses.
The
foregoing descriptions of the Purchase Agreement and Warrants do
not purport to be complete and are qualified in their entirety by
reference to the full text of the Purchase Agreement and Form of
Class E Warrant, which are filed hereto as Exhibits 10.4 and 4.1,
respectively, and are incorporated herein by
reference.
Note and Warrant Purchase and Security Agreement
On
August 6, 2020, the Company entered into a Note and Warrant
Purchase and Security Agreement (the “NWPSA”), with the
noteholder party thereto and NH Expansion Credit Fund Holdings LP,
as agent. The NWPSA provides for (i) the sale and purchase of
secured notes (the “Notes”) in an aggregate original
principal amount of $15 million and (ii) the issuance of warrants
equal to 2.0% of the fully-diluted Common Stock of the Company as
of the issue date (the “NH Warrant”). The NH Warrant
has an exercise price of $0.01 per share and a 10 year
term.
The
principal amount outstanding on the Notes shall accrue interest at
a per annum rate equal to the sum of (A) the greater of (x) the
Prime Rate (as defined in the NWPSA) in effect as of each interest
payment date, and (y) 3.00%, plus (B) 9.00%. All unpaid principal
and accrued interest are due and payable in full on September 30,
2025. In addition to the foregoing interest amounts, interest at a
per annum rate equal to 3.00% shall be paid in kind. The
Notes are secured by substantially all of the assets of the
Company, SANUWAVE, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company, and their respective domestic subsidiary
guarantors.
The
NWPSA contains customary representations, warranties, events of
default and covenants, including limitations on incurrences of
indebtedness and liens, dispositions, distributions, investments,
mergers and a minimum liquidity covenant.
The
foregoing descriptions of the NWPSA, the Notes and NH Warrant do
not purport to be complete and are qualified in their entirety by
reference to the full text of the NWPSA, the Form of Note and NH
Warrant, which are filed hereto as Exhibits 10.5, 4.2 and 4.3,
respectively, and are incorporated herein by
reference.
HealthTronics
On
August 6, 2020, the Company entered into a letter agreement (the
“HealthTronics Agreement”) with HealthTronics, Inc.
(“HealthTronics”), pursuant to which the Company paid
off all outstanding debt due and owed to
HealthTronics.
Pursuant
to the HealthTronics Agreement, as consideration for the
extinguishment of the debt due and owed to HealthTronics, (i) the
Company paid to HealthTronics an amount in cash equal to
$4,000,000, (ii) HealthTronics exercised all of its outstanding
Class K Warrants to purchase 7,200,000 shares of Common Stock,
(iii) the Company issued to HealthTronics a convertible promissory
note in the principal amount of $1,372,743 (the
“HealthTronics Note”), and (iv) the Company and
HealthTronics entered into a Securities Purchase Agreement dated
August 6, 2020 (the “HealthTronics Purchase Agreement)
pursuant to which the Company issued to HealthTronics an aggregate
of 8,275,235 shares of Common Stock and an accompanying warrant to
purchase up to an additional 8,275,235 shares of Common Stock (the
“HealthTronics Warrant”). The HealthTronics Warrant has
an exercise price of $0.25 per share and a three year
term.
The
HealthTronics Note has a maturity date of August 6, 2021 and
accrues interest at a rate equal to 12.0% per annum. In the event
that the HealthTronics Note has not been repaid prior to January 1,
2021, HealthTronics may elect to convert the outstanding principal
amount plus any accrued by unpaid interest thereon into shares of
Common Stock at a conversion price of $0.10 per share.
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The
foregoing description of the HealthTronics Agreement, the
HealthTronics Note, the HealthTronics Purchase Agreement and the
HealthTronic Warrant do not purport to be complete and are
qualified in their entirety by reference to the full text of the
HealthTronics Agreement, HealthTronics Note, HealthTronics Purchase
Agreement and HealthTronics Warrant, which are filed hereto as
Exhibits 10.6, 10.7, 10.8 and 4.4, respectively, and are
incorporated herein by reference.
Stolarski Note
On
August 6, 2020, the Company terminated that certain line of credit
agreement with A. Michael Stolarski, a member of the
Company’s board of directors, dated December 29, 2017 and as
amended November 12, 2018, in the amount of $1,000,000 (the
“Stolarski Line of Credit”). As consideration for the
termination of the Stolarski Line of Credit, the Company issued to
A. Michael Stolarski a convertible promissory note in the principal
amount of $223,511 (the “Stolarski Note”).
The
Stolarski Note has a maturity date of August 6, 2021 and accrues
interest at a rate equal to 12.0% per annum. In the event that the
Stolarski Note has not been repaid prior to January 1, 2021, the
holder may elect to convert the outstanding principal amount plus
any accrued by unpaid interest thereon into shares of Common Stock
at a conversion price of $0.10 per share.
The
foregoing description of the Stolarski Note does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Stolarski Note, which is filed hereto as Exhibit 10.9,
and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive
Agreement.
The
information contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 1.02.
On
August 6, 2020, the Company repaid all amounts owing to LGH
Investments, LLC pursuant to that certain promissory note issued by
the Company to LGH Investments, LLC dated June 5, 2020 in the
original principal amount of $1,210,000 (the “LGH
Note”). As a result, all obligations of the Company under the
LGH Note have been terminated.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The
information contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.01.
Item 2.03 Creation of Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
The
information contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
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.
On
August 6, 2020, the Company issued to George Johnson 1,000,000
shares of Common Stock pursuant to conversion of that certain Short
Term Promissory Note issued by the Company to George Johnson dated
December 13, 2019 in the principal amount of $110,000.
4
On
August 6, 2020, the Company issued to Kerri Johnson 1,250,000
shares of Common Stock pursuant to conversion of that certain Short
Term Promissory Note issued by the Company to Kerri Johnson dated
December 13, 2019 in the principal amount of $100,000.
The
securities were 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 7.01 Regulation FD Disclosure.
On
August 10, 2020, the Company issued a press release announcing the
closing of the transactions referenced herein. A copy of the press
release is furnished hereto as Exhibit 99.1.
The
information in this Item 7.01 of this Current Report on Form 8-K
and Exhibits 99.1, 99.2 and 99.3 attached hereto shall not be
deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be
deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of
businesses acquired. As
permitted by Item 9.01(a)(4) of Form 8-K, the Company will, if
required, file the financial information required by Item
9.01(a)(1) of Form 8-K pursuant to an amendment to this Current
Report on Form 8-K not later than seventy-one (71) calendar days
after the date that this Current Report on Form 8-K must be
filed.
(b) Pro Forma Financial Information. As permitted by Item 9.01(b)(2) of Form 8-K, the
Company will, if required, file the financial information required
by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this
Current Report on Form 8-K not later than seventy-one (71) calendar
days after the date that this Current Report on Form 8-K must be
filed.
(d) Exhibit
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Exhibit Number
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Description
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Form of Class E Warrant (Incorporated by reference to the Form 8-K
filed with the SEC on August 12, 2020).
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Form of Secured Promissory Note issued to NH Expansion Credit Fund
Holdings LP, dated August 6, 2020 (Incorporated by reference to the
Form 8-K filed with the SEC on August 12, 2020).
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Warrant issued to NH Expansion Credit Fund Holdings LP, dated
August 6, 2020 (Incorporated by reference to the Form 8-K filed
with the SEC on August 12, 2020).
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Warrant issued to HealthTronics, Inc., dated August 6, 2020
(Incorporated by reference to the Form 8-K filed with the SEC on
August 12, 2020).
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Asset Purchase Agreement by and between the Company and Celularity
Inc., dated August 6, 2020 (Incorporated by reference to the Form
8-K filed with the SEC on August 12, 2020).
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License and Marketing Agreement by and between the Company and
Celularity Inc., dated August 6, 2020 (Incorporated by reference to
the Form 8-K filed with the SEC on August 12, 2020).
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Convertible Promissory Note issued to Celularity Inc., dated August
6, 2020 (Incorporated by reference to the Form 8-K filed with the
SEC on August 12, 2020).
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Form of Securities Purchase Agreement by and among the Company and
the accredited investors a party thereto, dated August 6, 2020
(Incorporated by reference to the Form 8-K filed with the SEC on
August 12, 2020).
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Note and Warrant Purchase and Security Agreement by and among the
Company, the noteholder party thereto and NH Expansion Credit Fund
Holdings LP, as agent, dated August 6, 2020 (Incorporated by
reference to the Form 8-K filed with the SEC on August 12,
2020).
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Letter Agreement by and between the Company and HealthTronics,
Inc., dated August 6, 2020 (Incorporated by reference to the Form
8-K filed with the SEC on August 12, 2020).
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Convertible Promissory Note issued to HealthTronics, Inc., dated
August 6, 2020 (Incorporated by reference to the Form 8-K filed
with the SEC on August 12, 2020).
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Securities Purchase Agreement by and between the Company and
HealthTronics, Inc., dated August 6, 2020 (Incorporated by
reference to the Form 8-K filed with the SEC on August 12,
2020).
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Convertible Promissory Note issued to A. Michael Stolarski, dated
August 6, 2020 (Incorporated by reference to the Form 8-K filed
with the SEC on August 12, 2020).
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Press release issued on August 10, 2020 (Incorporated by reference
to the Form 8-K filed with the SEC on August 12,
2020).
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5
SIGNATURE
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:
August 21, 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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Chief
Financial Officer
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6