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)
August 16, 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)
(IRS Employer
Identification No.)

3360 Martin Farm Road, Suite 100, Suwanee, Georgia
  
30024
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code
(770) 419-7525

N/A
(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 (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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on
which
registered
N/A
N/A
N/A

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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 16, 2022, SANUWAVE Health, Inc. (the “Company”) appointed Dr. Toni Rinow, age 58, Chief Financial Officer and designated her the principal financial officer of the Company.  Dr. Rinow previously entered into an offer letter (the “Agreement”) with the Company on April 7, 2022, and upon her appointment as Chief Financial Officer, she began receiving the compensation described therein.

From April 2020 through December 2021, Dr. Rinow served as CFO and COO of Neptune Wellness Solutions, Inc., a modern consumer packaged goods company; from 2018 through 2019, she served as the Global General Manager of Jubilant Pharma Limited, a global integrated pharmaceutical company; and from 2016 to 2018, she served as CFO and COO of Isologic Innovative Radiopharmaceuticals, a radiophamaceutical company. 

Dr. Rinow holds an MBA and a Masters in Accounting from McGill University in Montreal, Quebec, as well as a chemical engineering degree from ERASMUS European Higher Institute of Chemistry in Strasbourg, France, and a Ph.D. in Biophysics and Chemistry from the University of Montreal.

Dr. Rinow has no family relationships with any executive officer or director of the Company.

Pursuant to the Agreement, Dr. Rinow agreed to serve as the Chief Financial Officer of the Company.  Dr. Rinow is entitled to an annual base salary of $335,000 and is eligible to earn an annual cash bonus award of up to fifty percent of her annual salary, one-half of which will be determined based upon the achievement of Company goals and the remaining one-half of which will be determined based upon her achievement of personal performance goals.

The Agreement also provides for a grant of options to purchase up to 6,000,000 shares of the Company’s common stock pursuant to the Amended and Restated 2006 Stock Incentive Plan, subject to approval by the Company’s board of directors.  Under the Agreement, one-third of the option grant was to vest upon the signing of the offer letter, one-third will vest on December 31, 2022 and one-third will vest on December 31, 2023.  At this time, the option grant has not occurred.  Dr. Rinow also will be eligible to receive future stock option awards as approved annually by the Company’s board of directors.  The Agreement requires Dr. Rinow to execute a separate non-competition and confidentiality agreement.

In the event of an involuntary separation of employment from the Company, Dr. Rinow will be entitled to a severance payment equivalent to one year’s base salary upon the execution of a severance agreement and general release.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

On August 16, 2022, in connection with Dr. Rinow’s appointment as Chief Financial Officer of the Company, Lisa E. Sundstrom transitioned out of the Chief Financial Officer role and was appointed Chief Talent Officer of the Company.
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
Description




Offer Letter, dated April 7, 2022, by and between the Company and Dr. Toni Rinow
104
Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

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.
SANUWAVE HEALTH, INC.



Date: August 19, 2022 
By:
/s/ Kevin A. Richardson 


Kevin A. Richardson


Chief Executive Officer 


Exhibit 10.1

 
April 4, 2022

Ms. Toni Rinow

Dear Toni,
 
SANUWAVE, Inc. (“Company”) is pleased to offer you the position of Chief Financial Officer reporting to Kevin Richardson. Your anticipated start date will be as soon as documentation has been completed related to Canadian NAFTA rules. This offer is based on discussions with the Company’s Board of Director’s and Kevin Richardson and is subject to the terms of employment as outlined below. We are confident that your acceptance marks the beginning of a challenging and mutually beneficial relationship.

This written offer will expire on April 15, 2022, at midnight eastern standard time if not accepted by you before that time. Acceptance of this offer includes 1) signing and returning this letter as outlined below as well as 2) completing the enclosed Non-Compete and Confidentiality Agreement, Insider Trading and Code of Business Conduct/Ethics and
3) completing the online application including permission to complete a background check.
 
BASE COMPENSATION Your semimonthly, exempt compensation will be $13,958.33 per pay period ($335,000.00 annually) less payroll deductions and all required withholdings. You will be paid on the 15th and last day of the month.
 
BONUS COMPENSATION You will be eligible to earn an annual bonus award of up to fifty percent (50%) of your annual salary; 50% will be based on the achievement of Company goals established by the Board of Directors and the remaining 50% will be based on the achievement of certain personal performance goals established by the Company.
 
EQUITY You will be granted options to purchase up to six million (6,000,000) shares of Common Stock in accordance with the Amended and Restated 2006 Stock Incentive Plan subject to the Board of Directors approval. The option agreement will be issued at first date of employment and will vest one-third upon signing of offer letter, one-third on December 31, 2022, and one-third on December 31, 2023. You will be eligible to receive future stock option grants as approved annually by the Board of Directors.
 
BENEFITS As a full-time employee, you will be eligible to participate in a comprehensive benefits package which includes medical, dental, vision, life insurance, short-term and long-term disability benefits, as well as an opportunity to participate in the Company 401(k) plan. You are eligible to participate in these benefits the first day of the month after the month you are hired (unless your hire date is the first day of the month, whereby your benefits will begin during day 1 of employment). Additionally, you will accrue 15 days per calendar year for vacation, 5 sick days per year as well as 11 paid holidays in accordance with Company policy. Company sponsored benefits and eligibility requirements are provided in the employee handbook to be provided. All Company benefits are subject to change at the Company’s discretion.
 
Once you begin employment with SANUWAVE, you will be given access to the Paychex Flex self-service portal. Please visit this site immediately as you have new hire activities that will require your urgent attention including but not limited to the completion of your I9 documentation with-in 72 business hours of your start date and enrollment in benefit plans with-in 30 days of your start date.

COMPLIANCE WITH RULES. You will be expected to abide by all SANUWAVE rules, regulations, and Company Policies. Throughout your employment, you are responsible for advising the CEO or Human Resources of any factors that may affect your ability to work for the Company without interruption.

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RIGHT OF INSPECTION. You acknowledge and agree that the Company has unlimited access to your equipment and work product when it’s deemed to be necessary and may inspect, with or without notice.
 
AT-WILL EMPLOYMENT. As an at-will employee, you may terminate your employment at any time, with or without cause. Likewise, as an at-will employer, the Company may terminate your employment at any time, with or without cause. The Company also retains the right to make all other decisions concerning your employment (e.g., promotions, demotions, job responsibilities, or any other managerial decisions) with or without cause, in the exercise of its discretion. This at-will employment relationship cannot be changed except in a writing signed by you and the CEO.
 
NON-COMPETE AND CONFIDENTIALITY AGREEMENT, INSIDER TRADING AND CODE OF BUSINESS CONDUCT/ETHICS. You are required to sign the enclosed Non-Compete and Confidentiality Agreement, Insider Trading and Code of Business Conduct/Ethics and return it with other items included in the complete offer package you will receive.
 
SEVERANCE AGREEMENT AND GENERAL RELEASE In the event of an involuntary separation from employment from SANUWAVE, the company will offer you a Severance Agreement and General Release with a severance payment that is equivalent to one year’s annual base salary. The frequency of the severance payment will be determined by SANUWAVE at the time of execution (i.e one lump sum payment or semi-monthly equivalent payments over a 12- month period). The General Release will include current federal, state and local labor law requirements and in turn you will forgo the right to make any claim of any nature against SANUWAVE.
 
ENTIRE AGREEMENT; NO MODIFICATIONS. This letter is the final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment, and they supersede any promises or representations made to you by anyone, whether oral or written.

Please sign, date and EMAIL this letter as acceptance of our offer of employment and in agreement with the terms described in this letter to Lisa Sundstrom, Chief Talent Officer at Lisa.Sundstrom@sanuwave.com. If not completed, already, via email and shortly after accepting this offer, you will be sent a new hire application and release for Criminal Background Check. This offer and start date is contingent upon the successful results of the background check. Please complete the application and release with-in 72 hours of receiving it in your email.
 
Toni, we look forward to your favorable reply and to a productive and enjoyable working relationship. Please contact me if you have any further questions.

Very truly yours,
 
Lisa E. Sundstrom
Chief Talent Officer

ACCEPTED AND AGREED TO:

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Toni Rinow




Name          Printed





7 april 2022


Name          Signed
Date Signed
Start Date


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