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)
|
June 1, 2019
|
|
|
|
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 1.01. Entry into a Material Definitive
Agreement.
On June
1, 2019, SANUWAVE Health, Inc. (the “Company”) amended
the expiration date of the Class N Warrants and Class O Warrants
(the “Warrant Extension”), from June 28, 2019, to
September 3, 2019 and December 2, 2019, respectively, to be
effective on June 1, 2019. The Company sent a letter to the holders
of the Class N Warrants (the “Class N Warrant Extension
Letter”) and Class O Warrants (the “Class O Warrant
Extension Letter”) regarding the Warrant Extension on June 5,
2019. Certain of the Class O Warrants are held by Kevin Richardson,
John Nemelka, Alan Rubino, Michael Stolarski, and Maj-Britt
Kaltoft, all of whom are members of our Board of Directors. Certain
of the Class O Warrants are held by Lisa Sundstrom, Controller and
Chief Financial Officer of the Company.
The
foregoing is only a brief description of the Warrant Extension
Letter, does not purport to be a complete description of the rights
and obligations of the parties thereunder and is qualified in its
entirety by reference to the full text of the Warrant Extension
Letter taken together with the form of Class N Warrant and form of
Class O Warrant. The form of the Class N Warrant is filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed
with the SEC on November 9, 2017, the form of the Class O Warrant
is filed as Exhibit 4.1 to the Company’s Current Report on
Form 8-K filed with the SEC on March 15, 2019 and the Class N
Warrant Extension Letter is filed as Exhibit 4.1 and the Class N
Warrant Extension Letter is filed as Exhibit 4.2 to this Current
Report on Form 8-K, and each is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
|
|
|
|
Letter
to Class N Warrant holders, dated June 5, 2019.
|
|
|
|
|
|
Letter
to Class O Warrant holders, dated June 5, 2019.
|
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:
June 7, 2019
|
By:
|
/s/
Lisa E.
Sundstrom
|
|
|
|
|
Lisa E.
Sundstrom
|
|
|
|
|
Controller
and Chief Financial Officer
|
|
June 5,
2019
Re:
Extension of expiration date for Class N Warrants
SANUWAVE
Health, Inc. Warrantholder:
Pursuant
to Section 5(l) of the Class N Warrant, the Company has determined
to amend each such warrant to extend the Termination Date of each
of the Class N Warrants has been extended from June 28, 2019 to
September 3, 2019. This extension is effective as of June 1, 2019,
the date the extension was approved by the board of directors of
SANUWAVE Health, Inc. All other terms and conditions of the Class N
Warrants will continue in full force and effect.
If
there are any questions, please don’t hesitate to contact me
at (678) 578-0117, or by email at lisa.sundstrom@sanuwave.com.
Thank you.
Best
regards,
/s/
Lisa Sundstrom
Lisa
Sundstrom, Controller and
Chief
Financial Officer
SANUWAVE Health,
Inc.
June 5,
2019
Re:
Extension of expiration date for Class O Warrants
SANUWAVE
Health, Inc. Warrantholder:
Pursuant
to Section 5(l) of the Class O Warrant, the Company has determined
to amend each such warrant to extend the Termination Date of each
of the Class O Warrants has been extended from June 28, 2019
to December 2, 2019. This extension is effective as of June
1, 2019, the date the extension was approved by the board of
directors of SANUWAVE Health, Inc. All other terms and conditions
of the Class O Warrants will continue in full force and
effect.
If
there are any questions, please don’t hesitate to contact me
at (678) 578-0117, or by email at lisa.sundstrom@sanuwave.com.
Thank you.
Best
regards,
/s/
Lisa Sundstrom
Lisa
Sundstrom, Controller and
Chief
Financial Officer
SANUWAVE Health,
Inc.
