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Share Name | Share Symbol | Market | Type |
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SANUWAVE Health Inc (QB) | USOTC:SNWV | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0176 | 0.0162 | 0.0176 | 0.00 | 14:30:27 |
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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N/A
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(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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Item 1.01 |
Entry into a Material Definitive Agreement.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 3.01 |
Unregistered Sales of Equity Securities.
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Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No. |
Description
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Form of Asset-Backed Secured Promissory Note issued to certain purchasers, dated July 21, 2023.
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Security Agreement, dated July 21, 2023, by and among the Company and certain lenders.
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Subordination Agreement, dated July 21, 2023, by and among the Company, NH Expansion Credit Fund Holdings LP and certain creditors.
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Side Letter, dated June 21, 2023, by and among the Company and certain purchasers.
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104
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Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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SANUWAVE HEALTH, INC.
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Dated: July 26, 2023
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By:
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/s/ Toni Rinow
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Name:
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Toni Rinow
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Title:
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Chief Financial Officer
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(a) |
Organization, Good Standing and Qualification. The Maker is a
corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Maker has the requisite corporate power to own and operate its properties and assets and to carry on its business as now
conducted and as proposed to be conducted. The Maker is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties
(both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Maker or its business (a “Material Adverse Effect”).
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(b) |
Corporate Power. The Maker has all requisite corporate power to issue
this Note and to carry out and perform its obligations under this Note. The Maker’s Board of Directors (the “Board”) has approved the issuance of this Note based
upon a reasonable belief that the issuance of this Note is appropriate for the Maker after reasonable inquiry concerning the Maker’s financing objectives and financial situation.
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(c) |
Authorization. All corporate action on the part of the Maker, the Board
and the Maker’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the Maker enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.
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(d) |
Governmental Consents. All consents, approvals, orders or
authorizations of, or registrations, qualifications, designations, declarations or filings with, any governmental authority required on the part of the Maker in connection with issuance of this Note has been obtained.
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(e) |
Compliance with Laws. To its knowledge, the Maker is not in violation
of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation
of which would have a Material Adverse Effect.
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(f) |
Compliance with Other Instruments. The execution, delivery and
performance of this Note will not result in any violation of the Maker’s certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any
judgment, decree, order or writ, or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that
results in the creation of any Lien, charge or encumbrance upon any assets of the Maker (except for the Security Agreement) or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license,
authorization or approval applicable to the Maker, its business or operations or any of its assets or properties. Without limiting the foregoing, the Maker has obtained all waivers reasonably necessary with respect to any preemptive
rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Maker to consummate the transactions contemplated hereunder without any third party
obtaining any rights to cause the Maker to offer or issue any securities of the Maker as a result of the consummation of the transactions contemplated hereunder.
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(g) |
No “Bad Actor” Disqualification. The Maker has exercised reasonable
care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Act (“Disqualification Events”). To the Maker’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Maker has complied, to the extent required,
with any disclosure obligations under Rule 506(e) under the Act. For purposes of this Note, “Company Covered Persons” are those persons specified in Rule 506(d)(1)
under the Act; provided, however, that Company Covered Persons do not include (a) any Noteholder, or (b) any person or entity that is deemed to be an affiliated issuer of the Maker solely as a result of the relationship between the Maker
and any Noteholder.
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(h) |
Offering. Assuming the accuracy of the representations and warranties
of the Noteholder contained in Section 8.2(b) below, the offer, issue, and sale of this Note is and will be exempt from the registration and prospectus delivery requirements of
the Act, and has been registered or qualified (or is exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
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(i) |
Use of Proceeds. The Maker shall use the proceeds of this Note solely for the operations of its business, and not for any personal, family or household purpose.
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(a) |
Purchase for Own Account. The Noteholder is acquiring the Note solely
for the Noteholder’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Note or any part thereof, has no present intention of selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.
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(b) |
Information and Sophistication. Without lessening or obviating the
representations and warranties of the Maker set forth in subsection (a) above, the Noteholder hereby: (A) acknowledges that the Noteholder has received all the information the Noteholder has requested from the Maker and the Noteholder
considers necessary or appropriate for deciding whether to acquire the Note, (B) represents that the Noteholder has had an opportunity to ask questions and receive answers from the Maker regarding the terms and conditions of the offering
of the Note and to obtain any additional information necessary to verify the accuracy of the information given the Noteholder and (C) further represents that the Noteholder has such knowledge and experience in financial and business
matters that the Noteholder is capable of evaluating the merits and risk of this investment.
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(c) |
Ability to Bear Economic Risk. The Noteholder acknowledges that
investment in the Note involves a high degree of risk, and represents that the Noteholder is able, without materially impairing the Noteholder’s financial condition, to hold the Note for an indefinite period of time and to suffer a
complete loss of the Noteholder’s investment.
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(d) |
Further Limitations on Disposition. Without in any way limiting the
representations set forth above, the Noteholder further agrees not to make any disposition of all or any portion of the Note unless and until:
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i. |
There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or
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ii. |
The Noteholder shall have notified the Maker of the proposed disposition and furnished the Maker with a detailed statement of the circumstances surrounding the proposed disposition, and if
reasonably requested by the Maker, the Noteholder shall have furnished the Maker with an opinion of counsel, reasonably satisfactory to the Maker, that such disposition will not require registration under the Act or any applicable state
securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.
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iii. |
Notwithstanding the provisions of paragraphs i. and ii. above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Noteholder to a partner (or retired
partner) or member (or retired member) of the Noteholder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all
transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Noteholders hereunder.
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(e) |
Accredited Investor Status. The Noteholder is an “accredited investor”
as such term is defined in Rule 501 under the Act.
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(f) |
No “Bad Actor” Disqualification. The Noteholder represents and warrants
that neither (A) the Noteholder nor (B) any entity that controls the Noteholder or is under the control of, or under common control with, the Noteholder, is subject to any Disqualification Event, except for Disqualification Events covered
by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed in writing in reasonable detail to the Maker. The Noteholder represents that the Noteholder has exercised reasonable care to determine the accuracy of the
representation made by the Noteholder in this paragraph, and agrees to notify the Maker if the Noteholder becomes aware of any fact that makes the representation given by the Noteholder hereunder inaccurate.
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(g) |
Foreign Investors. If the Holder is not a United States person (as
defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Noteholder hereby represents that the Noteholder has satisfied the Noteholder as to the full observance of the laws of the Noteholder’s jurisdiction in
connection with any invitation to subscribe for this Note or any use of this Note, including (A) the legal requirements within the Noteholder’s jurisdiction for the purchase of the Note, (B) any foreign exchange restrictions applicable to
such purchase, (C) any governmental or other consents that may need to be obtained, and (D) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Note. The
Noteholder’s subscription, payment for and continued beneficial ownership of the Note will not violate any applicable Law.
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(h) |
Forward-Looking Statements. With respect to any forecasts, projections
of results and other forward-looking statements and information provided to the Noteholder, the Noteholder acknowledges that such statements were prepared based upon assumptions deemed reasonable by the Maker at the time of preparation.
There is no assurance that such statements will prove to be accurate, and the Maker has no obligation to update such statements.
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MAKER:
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SANUWAVE HEALTH, INC.
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By:
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/s/ Morgan C. Frank |
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Name: Morgan C. Frank
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Title: Chief Executive Officer
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BORROWER:
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SANUWAVE HEALTH, INC.
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By:
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/s/ Morgan C. Frank
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Name:
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Morgan C. Frank
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Title:
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Chief Executive Officer
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LENDER:
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By:
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Name:
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Title:
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CREDITOR:
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By:
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Name: | ||
Title: |
Address for Notices:
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Attn: |
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By: | /s/ William Reiland |
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Name: William Reiland |
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Title: Managing Director |
SANUWAVE HEALTH, INC. | ||
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By: | /s/ Morgan C. Frank | |
Name: Morgan C. Frank | ||
Title: Chief Executive Officer |
Re:
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Asset-Backed Secured Promissory Note
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Very truly yours,
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[INVESTOR]
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By: |
Name:
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Title:
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ACCEPTED AND AGREED:
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SANUWAVE HEALTH, INC.
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By: | /s/ Morgan C. Frank | |
Name: Morgan Frank
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Title: Chief Executive Officer
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Document and Entity Information |
Jul. 21, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jul. 21, 2023 |
Entity File Number | 000-52985 |
Entity Registrant Name | SANUWAVE Health, Inc. |
Entity Central Index Key | 0001417663 |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 20-1176000 |
Entity Address, Address Line One | 11495 Valley View Road |
Entity Address, City or Town | Eden Prairie |
Entity Address, State or Province | MN |
Entity Address, Postal Zip Code | 55344 |
City Area Code | 770 |
Local Phone Number | 419-7525 |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
1 Year SANUWAVE Health (QB) Chart |
1 Month SANUWAVE Health (QB) Chart |
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