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): June 5,
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 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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Indicate
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. ☐
Item
1.01 Entry into a Definitive Material
Agreement
On
June 5, 2020, the Company entered into a securities purchase
agreement with LGH Investments, LLC (the “Investor”),
pursuant to which the Company issued to the Investor a promissory
note in the original principal amount of $1,210,000, warrants to
purchase 1,000,000 shares of common stock and 200,000 restricted
shares of common stock of the Company (the “Inducement
Shares”). In exchange for the promissory note and warrants,
the Company received an aggregate payment of $1,100,000. The
promissory note includes a one-time interest charge of 8%. The
maturity date of the promissory note is February 5, 2021. The
promissory note provides that it is convertible at any time into
common stock at a conversion price equal to $0.25 per share of
common stock. The warrants have an exercise price of $0.35 per
share and have a term of five years. The warrants may be exercised
on a cashless basis if there is no effective registration statement
registering the resale of the shares underlying the warrants at any
time after the earlier of the six-month anniversary of the date of
the securities purchase agreement and the completion of the
then-applicable holding period required by Rule 144 of the
Securities Act of 1933, as amended. The exercise price and number
of shares subject to purchase under the warrants are subject to
full-ratchet adjustment upon the occurrence of certain dilutive
issuances as set forth in the warrants. With respect to the
Inducement Shares, in the event the Company’s share price has
declined on the date on which the Investor seeks to have the
restricted legend removed on such shares, the Company agrees to
issue the Investor additional shares such that the aggregate value
of the Inducement Shares equals the aggregate value of the
Inducement Shares as of June 5, 2020.
The
foregoing descriptions of the terms of the securities purchase
agreement, promissory note and warrants does not purport to be
complete and are qualified in their entirety by reference to the
full text of the securities purchase agreement, promissory note and
warrants attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above in Item 1.01 with respect to issuance
of the promissory note is hereby incorporated by reference into
this Item 2.03.
Item 3.02.
Unregistered Sale of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form
8-K with respect to the issuance of the promissory notes and
warrants is incorporated by reference into this Item 3.02. The
promissory notes and warrants issued to the Investor were offered
and sold in a transaction exempt from registration under the
Securities Act of 1933, as amended, in reliance on Section 4(a)(2)
thereof.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Securities
Purchase Agreement, dated as of June 5, 2020, by and between the
Company and LGH Investments, LLC
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Convertible
Promissory Note, dated as of June 5, 2020, issued by the Company to
LGH Investments, LLC
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Common
Stock Purchase Warrant, dated as of June 5, 2020, issued by the
Company to LGH Investments, LLC
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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 11,
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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