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

Date of Report (date of earliest event reported): April 10, 2022

SANUWAVE HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)
Nevada
000-52985
20-1176000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

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:
Title of each class
Trading Symbol(s)
Name of each exchange on which
quoted
N/A
N/A
N/A

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.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 10, 2022, Mr. John Nemelka informed the board of directors (the “Board”) of Sanuwave Health, Inc. (the “Company”) of his resignation as a member of the Board, effective immediately. Mr. Nemelka’s resignation was not the result of any disagreement with the Company.

On April 10, 2022, Messrs. Jeffrey Blizard, Ian Miller and Jim Tyler were appointed to the Board, effective immediately. Messrs. Blizard, Miller and Tyler will each serve as a director with terms expiring at the next annual meeting and until a successor has been duly elected and qualified. The Board appointed (i) Mr. Blizard as the Chairman of the Compensation Committee and as a member of each of the Audit Committee and Nominating and Corporate Governance Committee, (ii) Mr. Miller as the Chairman of the Audit Committee, effective upon filing of the Form 10-K for fiscal year 2021 (the “2021 10-K”), and as a member of the Nominating and Corporate Governance Committee, effective immediately, (iii) Mr. Stolarski as a member of the Compensation Committee and as Acting Chairman of the Audit Committee until the 2021 10-K is filed, at which point Mr. Miller will become the Chairman of the Audit Committee and Mr. Stolarski will become a member of the Audit Committee, and (iv) Mr. Tyler as the Chairman of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee.

 Messrs. Blizard, Miller and Tyler will each receive the Company’s standard non-employee director cash and equity compensation.

 There are no arrangements or understandings between Messrs. Blizard, Miller and Tyler and any other person pursuant to which each was selected as a director. Messrs. Blizard, Miller and Tyler each have 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 April 12, 2022, the Company issued a press release announcing the appointment of Messrs. Blizard, Miller and Tyler 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 April 12, 2022.
     
104
  
Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

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.

 
SANUWAVE HEALTH, INC.
   
Date: April 15, 2022
By:
/s/ Kevin Richardson
  
   
Kevin Richardson
   
Chief Executive Officer


Exhibit 99.1

SANUWAVE Announces New Board Leadership

SANUWAVE announces addition of three new board members this quarter

SUWANEE, GA - (NewMediaWire) - April 12, 2022 - SANUWAVE Health, Inc. (SNWV), a leading provider of next-generation wound care products, today announced three new board members will join as one departs.

“We are excited to expand our board with three new members who will help us reach new heights by bringing diverse expertise and insight to our work,” said SANUWAVE CEO & Chairman of the Board Kevin A. Richardson, II. “We anticipate 2022 being a year of growth and opportunity and we have worked diligently to ensure SANUWAVE’s board and leadership represents a variety of experts that will support the progression and evolution of the company.”

The new board members Ian Miller, Jeffrey Blizard, and Jim Tyler will begin their terms in Q2 2022.

 •
Ian Miller: Commercial Vice President of Hoogwegt US where he manages a team of traders generating more than $500 Million in annual revenue by purchasing and selling in excess of 250,000 metric tons of commodities which are distributed around the globe. Mr. Miller has a Master of Business Administration from Drake University and brings over 20 years of sales leadership knowledge that will help SANUWAVE develop its non-medical verticals and growth strategies. Throughout his career, Mr. Miller has built a successful track record for business development and strategic implementation that have helped companies grow both their top and bottom lines.


•
Jeffrey Blizard: Senior Director of Sales at AbioMED where he led sales of Impella in the surgical market bringing it from 16 million to 150 million in 6 years. Mr.Blizard brings a strong knowledge of capital equipment and sales leadership specific to the medical industry. Throughout his career, Mr. Blizard has shown strength in business and market development


•
Jim Tyler: Advisory partner to Morgan Stanley Expansion Capital. Mr. Tyler brings over 40 years of operations and financial leadership in various healthcare delivery models. Mr. Tyler built a successful track record for operation excellence specifically in the wound care industry as COO with National Healing which later became Healogics.

Additionally, SANUWAVE wishes to express its deep appreciation to departing board member, John Nemelka, who joined the board in 2007.  “John is a founding board member who has stood with SANUWAVE for over 17 years. While it’s hard to see him go, he has undoubtedly made lasting contributions that have helped us chart a course for continued growth and success,” Kevin stated. “We are extremely grateful for all of his hard work and dedication.”

About SANUWAVE

SANUWAVE Health is focused on the research, development, and commercialization of its patented, non-invasive and biological response-activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures.

SANUWAVE’s end-to-end wound care portfolio of regenerative medicine products and product candidates help restore the body’s normal healing processes. SANUWAVE applies and researches its patented energy transfer technologies in wound healing, orthopedic/spine, aesthetic/cosmetic, and cardiac/endovascular conditions.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities and are thus prospective. Forward-looking statements include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are risks associated with the regulatory approval and marketing of the Company’s product candidates and products, unproven pre-clinical and clinical development activities, regulatory oversight, the Company’s ability to manage its capital resource issues, competition, and the other factors discussed in detail in the Company’s periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement.

CONTACT:

Kevin Richardson
CEO SANUWAVE
Kevin.Richardson@Sanuwave.com