☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Nevada
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20-1176000
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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3360 Martin Farm Road, Suite 100
Suwanee, GA
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30024
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(Address
of principal executive offices)
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(Zip Code)
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Large accelerated filer ☐
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Accelerated filer
☐
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Non-accelerated filer ☒
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Smaller reporting company
☒
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Emerging growth company
☐
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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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Page
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PART I – FINANCIAL INFORMATION
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PART II – OTHER INFORMATION
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SANUWAVE HEALTH, INC. AND SUBSIDIARIES
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CONDENSED
CONSOLIDATED BALANCE SHEETS
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March
31,
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December
31,
|
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2019
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2018
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ASSETS
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(Unaudited)
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CURRENT
ASSETS
|
|
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Cash and cash
equivalents
|
$98,946
|
$364,549
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Accounts
receivable, net of allowance for doubtful accounts
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of $24,400 in 2019
and $33,045 in 2018
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139,840
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234,774
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Due from related
parties
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2,699
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1,228
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Inventory
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328,384
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357,820
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Prepaid expenses
and other current assets
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196,561
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125,111
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TOTAL CURRENT
ASSETS
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766,430
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1,083,482
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PROPERTY AND
EQUIPMENT, net
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91,452
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77,755
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RIGHT OF USE
ASSETS
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437,363
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-
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OTHER
ASSETS
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23,504
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16,491
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TOTAL
ASSETS
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$1,318,749
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$1,177,728
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LIABILITIES
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CURRENT
LIABILITIES
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Accounts
payable
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$1,780,108
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$1,592,643
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Accrued
expenses
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753,394
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689,280
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Accrued employee
compensation
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577,220
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340,413
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Contract
liabilities
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129,264
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131,797
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Lease liability -
right of use
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164,521
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-
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Advances from
related parties
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26,200
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-
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Line of credit,
related parties
|
895,967
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883,224
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Accrued interest,
related parties
|
1,391,469
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1,171,782
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Short term notes
payable
|
2,611,731
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1,883,163
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Convertible
promissory notes, net
|
2,756,427
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2,652,377
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Notes payable,
related parties, net
|
5,372,743
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5,372,743
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Warrant
liability
|
195,310
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1,769,669
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TOTAL CURRENT
LIABILITIES
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16,654,354
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16,487,091
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NON-CURRENT
LIABILITIES
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Contract
liabilities
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42,612
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46,736
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Lease liability -
right of use
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315,730
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-
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TOTAL NON-CURRENT
LIABILITIES
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358,342
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46,736
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TOTAL
LIABILITIES
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17,012,696
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16,533,827
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COMMITMENTS AND
CONTINGENCIES
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STOCKHOLDERS'
DEFICIT
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PREFERRED STOCK,
par value $0.001, 5,000,000
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shares authorized;
no shares issued and outstanding
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-
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-
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PREFERRED STOCK,
SERIES A CONVERTIBLE, par value $0.001,
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6,175 designated;
6,175 shares issued and 0 shares outstanding
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in 2018 and
2017
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-
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-
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PREFERRED STOCK,
SERIES B CONVERTIBLE, par value $0.001,
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293 designated; 293
shares issued and 0 shares outstanding
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in 2018 and
2017
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-
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-
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COMMON STOCK, par
value $0.001, 350,000,000 shares authorized;
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160,322,580 and
155,665,138 issued and outstanding in 2019 and
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2018,
respectively
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160,323
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155,665
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ADDITIONAL PAID-IN
CAPITAL
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101,731,430
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101,153,882
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ACCUMULATED
DEFICIT
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(117,520,434)
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(116,602,778)
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ACCUMULATED OTHER
COMPREHENSIVE LOSS
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(65,266)
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(62,868)
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TOTAL STOCKHOLDERS'
DEFICIT
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(15,659,431)
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(15,356,099)
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TOTAL LIABILITIES
AND STOCKHOLDERS' DEFICIT
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$1,318,749
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$1,177,728
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The
accompanying notes to condensed consolidated financial
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statements are
an integral part of these statements.
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SANUWAVE HEALTH, INC. AND SUBSIDIARIES
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CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
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(UNAUDITED)
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Three Months
Ended
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Three Months
Ended
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March
31,
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March
31,
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2018
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2017
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REVENUES
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Product
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$64,565
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$238,568
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License
fees
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106,250
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84,116
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Other
revenue
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7,148
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21,588
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TOTAL
REVENUES
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177,963
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344,272
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COST OF
REVENUES
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Product
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65,112
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125,594
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Other
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28,741
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39,872
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TOTAL COST OF
REVENUES
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93,853
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165,466
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GROSS
MARGIN
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84,110
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178,806
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OPERATING
EXPENSES
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Research and
development
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261,002
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238,477
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Selling and
marketing
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158,083
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51,959
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General and
administrative
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1,517,101
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1,004,614
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Depreciation
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8,357
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5,016
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TOTAL OPERATING
EXPENSES
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1,944,542
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1,300,066
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OPERATING
LOSS
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(1,860,432)
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(1,121,260)
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OTHER INCOME
(EXPENSE)
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Gain (loss) on
warrant valuation adjustment
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32,359
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(2,973,682)
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Interest
expense
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(148,261)
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(1,555,756)
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Interest expense,
related party
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(219,687)
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(189,211)
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Loss on foreign
currency exchange
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(1,296)
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(16,746)
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TOTAL OTHER INCOME
(EXPENSE), NET
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(336,885)
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(4,735,395)
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NET
LOSS
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(2,197,317)
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(5,856,655)
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OTHER COMPREHENSIVE
INCOME (LOSS)
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Foreign currency
translation adjustments
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(2,398)
|
935
|
TOTAL COMPREHENSIVE
LOSS
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$(2,199,715)
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$(5,855,720)
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LOSS PER
SHARE:
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Net loss - basic
and diluted
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$(0.01)
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$(0.04)
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Weighted average
shares outstanding - basic and diluted
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157,112,875
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139,754,044
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The
accompanying notes to condensed consolidated financial
|
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statements are
an integral part of these statements.
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SANUWAVE HEALTH, INC.
AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
DEFICIT
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(UNAUDITED)
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Preferred
Stock
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Common
Stock
|
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Number
of
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Number
of
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Accumulated
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Shares
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Shares
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Other
|
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Issued
and
|
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Issued
and
|
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Additional
Paid-
|
Accumulated
|
Comprehensive
|
|
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Outstanding
|
Par
Value
|
Outstanding
|
Par
Value
|
in
Capital
|
Deficit
|
Loss
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Total
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Balances as of December 31,
2017
|
-
|
$-
|
139,300,122
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$139,300
|
$94,995,040
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$(104,971,384)
|
$(43,783)
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$(9,880,827)
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Net loss
|
-
|
-
|
-
|
-
|
-
|
(5,856,655)
|
-
|
(5,856,655)
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Cashless warrant
exercises
|
-
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-
|
1,023,130
|
1,023
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117,815
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-
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-
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118,838
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Proceeds from warrant
exercise
|
-
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-
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175,666
|
176
|
13,352
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-
|
-
|
13,528
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Shares issued for
services
|
-
|
-
|
551,632
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552
|
78,448
|
-
|
-
|
79,000
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Warrants issued with convertible
promissory notes
|
-
|
-
|
-
|
-
|
808,458
|
-
|
-
|
808,458
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Beneficial conversion feature on
convertible promissory notes
|
-
|
-
|
-
|
-
|
709,827
|
-
|
-
|
709,827
|
Warrants issued with promissory
note
|
-
|
-
|
-
|
-
|
36,104
|
-
|
-
|
36,104
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Beneficial conversion feature on
promissory notes
|
-
|
-
|
-
|
-
|
35,396
|
-
|
-
|
35,396
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
935
|
935
|
Balances as of March 31,
2018
|
-
|
$-
|
141,050,550
|
$141,051
|
$96,794,440
|
$(110,828,039)
|
$(42,848)
|
$(13,935,396)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of December 31,
2018
|
-
|
-
|
155,665,138
|
155,665
|
101,153,882
|
(116,602,778)
|
(62,868)
|
(15,356,099)
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(2,197,317)
|
-
|
(2,197,317)
|
Cashless warrant
exercises
|
-
|
-
|
704,108
|
704
|
(704)
|
-
|
-
|
-
|
Proceeds from warrant
exercise
|
-
|
-
|
620,000
|
620
|
52,580
|
-
|
-
|
53,200
|
Conversion of short term notes
payable to equity
|
-
|
-
|
3,333,334
|
3,334
|
263,333
|
-
|
-
|
266,667
|
Reclassification of warrant
liability to equity
|
-
|
-
|
-
|
-
|
262,339
|
1,279,661
|
-
|
1,542,000
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,398)
|
(2,398)
|
|
|
|
|
|
|
|
|
|
Balances as of March 31,
2019
|
-
|
$-
|
160,322,580
|
$160,323
|
$101,731,430
|
$(117,520,434)
|
$(65,266)
|
$(15,693,947)
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to condensed consolidated financial
|
||||||||
statements are
an integral part of these statements.
|
SANUWAVE HEALTH, INC.
AND SUBSIDIARIES
|
||
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
||
(UNAUDITED)
|
||
|
|
|
|
Three Months
Ended
|
Three Months
Ended
|
|
March
31,
|
March
31,
|
|
2019
|
2018
|
|
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES
|
|
|
Net
loss
|
$(2,17,317)
|
$(5,856,655)
|
Adjustments
to reconcile loss from operations
|
|
|
to
net cash used by operating activities
|
|
|
Depreciation
|
8,357
|
5,016
|
Change in allowance
for doubtful accounts
|
(8,645)
|
(19,613)
|
Loss (gain) on
warrant valuation adjustment
|
(32,359)
|
2,973,682
|
Amortization of
operating lease
|
38,666
|
-
|
Amortization of
debt issuance costs
|
-
|
1,473,872
|
Amortization of
debt discount
|
-
|
37,984
|
Stock issued for
consulting services
|
-
|
79,000
|
Accrued
interest
|
147,028
|
-
|
Interest payable,
related parties
|
219,687
|
80,613
|
Changes in
operating assets and liabilities
|
|
|
Accounts
receivable - trade
|
103,579
|
20,449
|
Inventory
|
29,436
|
(32,734)
|
Prepaid
expenses
|
(71,450)
|
(110,672)
|
Contract
assets
|
-
|
(55,700)
|
Due
from related parties
|
(1,471)
|
-
|
Other
assets
|
(7,013)
|
(3,336)
|
Accounts
payable
|
187,465
|
(553,763)
|
Accrued
expenses
|
64,114
|
(64,744)
|
Accrued
employee compensation
|
236,807
|
68,822
|
Operating
leases
|
4,222
|
-
|
Contract
liabilties
|
(6,657)
|
109,214
|
NET CASH USED BY
OPERATING ACTIVITIES
|
(1,285,551)
|
(1,848,565)
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES
|
|
|
Purchases of
property and equipment
|
(22,054)
|
(7,720)
|
NET CASH USED BY
INVESTING ACTIVITIES
|
(22,054)
|
(7,720)
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES
|
|
|
Proceeds from short
term note
|
965,000
|
-
|
Proceeds from
warrant exercise
|
53,200
|
13,528
|
Advances from
related parties
|
26,200
|
12,000
|
Proceeds from
convertible promissory notes, net
|
-
|
1,159,785
|
Proceeds from note
payable, product
|
-
|
96,708
|
Payments on note
payable, product
|
-
|
(2,650)
|
NET CASH PROVIDED
BY FINANCING ACTIVITIES
|
1,044,400
|
1,279,371
|
|
|
|
EFFECT OF EXCHANGE
RATES ON CASH
|
(2,398)
|
935
|
|
|
|
NET DECREASE IN
CASH AND CASH EQUIVALENTS
|
(265,603)
|
(575,979)
|
|
|
|
CASH AND CASH
EQUIVALENTS, BEGINNING OF PERIOD
|
364,549
|
730,184
|
CASH AND CASH
EQUIVALENTS, END OF PERIOD
|
$98,946
|
$154,205
|
|
|
|
|
|
|
NON-CASH INVESTING
AND FINANCING ACTIVITIES
|
|
|
|
|
|
Conversion of short
term notes payable
|
$266,667
|
$-
|
|
|
|
|
|
|
Reclassification of
warrant liability to equity
|
$262,339
|
$-
|
|
|
|
|
|
|
Advances payable
converted to convertible promissory notes
|
$-
|
$310,000
|
|
|
|
|
|
|
Accounts payable
converted to convertible promissory notes
|
$-
|
$120,000
|
|
|
|
|
|
|
Beneficial
conversion feature on convertible debt
|
$-
|
$745,223
|
|
|
|
|
|
|
Warrants issued
with debt
|
$-
|
$844,562
|
|
|
|
|
|
|
The
accompanying notes to condensed consolidated financial
|
||
statements are
an integral part of these statements.
|
|
Outstanding
|
|
|
|
Outstanding
|
|
as
of
|
|
|
|
as
of
|
|
December
31,
|
|
|
|
March
31,
|
Warrant
class
|
2018
|
Issued
|
Exercised
|
Expired
|
2019
|
|
|
|
|
|
|
Class K
Warrants
|
7,200,000
|
-
|
-
|
-
|
7,200,000
|
Class L
Warrants
|
57,258,339
|
-
|
(4,100,001)
|
-
|
53,158,338
|
Class N
Warrants
|
30,451,815
|
-
|
(1,046,591)
|
-
|
29,405,224
|
Class O
Warrants
|
7,929,091
|
-
|
(120,000)
|
-
|
7,809,091
|
Series A
Warrants
|
1,155,682
|
-
|
-
|
-
|
1,155,682
|
|
103,994,927
|
-
|
(5,266,592)
|
-
|
98,728,335
|
|
Exercise
|
Expiration
|
|
price per
share
|
date
|
|
|
|
Class K
Warrants
|
$0.08
|
June
2025
|
Class K
Warrants
|
$0.11
|
August
2027
|
Class L
Warrants
|
$0.08
|
May
2019
|
Class N
Warrants
|
$0.11
|
June
2019
|
Class O
Warrants
|
$0.11
|
June
2019
|
Series A
Warrants
|
$0.03
|
May
2019
|
|
Class
K
|
Series
A
|
|
|
Warrants
|
Warrants
|
Total
|
|
|
|
|
Warrant liability
as of December 31, 2018
|
$1,542,000
|
$227,669
|
$1,769,669
|
Issued
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
Change in fair
value
|
-
|
(32,359)
|
(32,359)
|
Reclassification
due to adoption of ASU 2017-11 (see Note 3)
|
(1,542,000)
|
-
|
(1,542,000)
|
Warrant liability
as of March 31, 2019
|
$-
|
$195,310
|
$195,310
|
|
March
31,
|
|
2019
|
Right of use
assets
|
$437,363
|
|
|
Lease liability -
right of use
|
|
Current portion
|
$164,521
|
Long term portion
|
315,730
|
Total Lease
liability - right of use
|
$480,251
|
Year ending
December 31,
|
Amount
|
2019
(remainder)
|
$140,173
|
2020
|
191,713
|
2021
|
197,462
|
Total
lease payments
|
529,348
|
Less: Present
value adjustment
|
(49,097)
|
Total Lease
liability - right of use
|
$480,251
|
|
March
31,
|
March
31,
|
|
2019
|
2018
|
|
|
|
Options
|
31,703,385
|
21,593,385
|
Warrants
|
98,728,335
|
110,581,275
|
Convertible
promissory notes
|
25,058,432
|
-
|
|
155,490,152
|
132,174,660
|
|
SANUWAVE
HEALTH, INC.
|
|
|
|
|
|
|
Dated:
May 20,
2019
|
By:
|
/s/ Kevin A.
Richardson, II
|
|
|
Name:
|
Kevin A.
Richardson, II
|
|
|
Title:
|
Chief Executive
Officer
|
|
|
|
|
|
Signatures
|
|
Capacity
|
|
Date
|
|
|
|
|
|
By: /s/
Kevin A.
Richardson, II
Name:
Kevin A. Richardson, II
|
|
Chief Executive Officer and Chairman of the Board of
Directors
(principal executive officer)
|
|
May 20,
2019
|
|
|
|
|
|
By: /s/
Lisa E.
Sundstrom
Name:
Lisa E. Sundstrom
|
|
Chief Financial Officer (principal financial and accounting
officer)
|
|
May 20,
2019
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SANUWAVE
Health, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
5.
|
The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information;
and
|
|
b)
|
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrant’s internal control over financial
reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SANUWAVE
Health, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
5.
|
The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information;
and
|
|
b)
|
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrant’s internal control over financial
reporting.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934, as
amended; and
|
2.
|
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company at the dates and for the periods
indicated.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934, as
amended; and
|
2.
|
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company at the dates and for the periods
indicated.
|
/s/
Lisa E.
Sundstrom
|
Lisa E. Sundstrom
|
Controller and Chief Financial
Officer
|