UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 28,
2020
SANUWAVE Health, Inc.
(Exact Name of Registrant as Specified in
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 No.)
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3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(Address of Principal Executive Offices, and 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 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 classTrading Symbol(s)Name of each exchange on which
registeredCommon Stock, par value $0.001SNWVOTCQBIndicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §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. ☐
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Item
1.01
Entry
into a Definitive Material Agreement
The
information set forth below under Item 2.03 is hereby incorporated
by reference into this Item 1.01.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On May
29, 2020, SANUWAVE Health, Inc. (the “Company”)
received net proceeds of approximately $454,335 from a potentially
forgivable loan from the U.S. Small Business Administration
(“SBA”) pursuant to the Paycheck Protection Program
(“PPP”) enacted by Congress under the Coronavirus Aid,
Relief, and Economic Security Act (15 U.S.C. 636(a)(36)) (the
“CARES Act”) administered by the SBA (the “PPP
Loan”). To facilitate the PPP Loan, the Company entered into
a Promissory Note with Truist Bank, a North Carolina banking
corporation, as lender (the “Lender”) (the “PPP
Loan Agreement”).
The PPP
Loan provides for working capital to the Company and will mature on
May 28, 2022. However, under the CARES Act and the PPP Loan
Agreement, all payments of both principal and interest will be
deferred until at least December 12, 2020. The PPP Loan will accrue
interest at a rate of 1.00% per annum, and interest will continue
to accrue throughout the period the PPP Loan is outstanding, or
until it is forgiven. The CARES Act (including the guidance issued
by SBA and U.S. Department of Treasury related thereto) provides
that all or a portion of the PPP Loan may be forgiven upon the
request of the Company to the Lender, subject to requirements in
the PPP Loan Agreement and the CARES Act. The Company intends to
use the proceeds of the PPP Loan for eligible purposes and to
pursue forgiveness, although the Company may take action that could
cause some or all of the PPP Loan to become ineligible for
forgiveness. No assurance is provided that forgiveness for all or
any portion of the PPP Loan will be obtained.
The PPP
Loan Agreement contains customary events of default relating to,
among other things, payment defaults and breaches of
representations, warranties or covenants. The occurrence of an
event of default may result in the repayment of all amounts
outstanding, collection of all amounts owing from the Company, or
filing suit and obtaining judgment against the
Company.
The
foregoing summary of the PPP Loan is qualified in its entirety by
reference to the full text of the PPP Loan Agreement, which is
attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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Promissory
Note by and between SANUWAVE Health, Inc. and Truist Bank, dated
May 28, 2020.
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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.
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SANUWAVE HEALTH, INC.
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Dated: June 1,
2020
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By:
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/s/
Lisa E.
Sundstrom
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Name: Lisa E.
Sundstrom
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Title:
Chief
Financial Officer
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