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Share Name | Share Symbol | Market | Type |
---|---|---|---|
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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.0009 | 4.09% | 0.0229 | 0.0202 | 0.025 | 0.0229 | 0.0213 | 0.0225 | 588,000 | 21:00:05 |
Date of Report (Date of earliest event reported)
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code
|
(
|
N/A
|
(Former name or former address, if changed since last report)
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
N/A
|
N/A
|
N/A
|
Item 2.02 |
Results of Operations and Financial Condition.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
Exhibit No.
|
Description
|
|
Press Release dated August 11, 2023
|
||
104
|
Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
|
SANUWAVE HEALTH, INC.
|
||
Dated: August 11, 2023
|
By:
|
/s/ Toni Rinow
|
Name:
|
Toni Rinow
|
|
Title:
|
Chief Financial Officer
|
■ |
Revenue for the three months ended June 30, 2023 totaled $4.7 million, an increase of 20%, as compared to $3.9 million for the same period of 2022. This growth falls within the previously provided
guidance range of 15-25% for Q2 2023. Revenue for the six months ended June 30, 2023 totaled $8.5 million, an increase of 19%, as compared to $7.1 million for the same period of 2022.
|
■ |
49 UltraMist® systems were sold in Q2 2023, up from 28 in Q1 of this year.
|
■ |
UltraMist® consumables revenue increased 25% to $2.8 million, versus $2.2 million for the same quarter last year on a 14% increase in treatments. Revenue growth outpaced treatments due to higher
average sale prices.
|
■ |
UltraMist® consumables revenue was 59% of overall revenue for Q2, up from 56% in the prior year period. This was primarily driven by a larger installed base, improved pricing, and higher usage rates.
|
■ |
Gross margin as a percentage of revenue increased to 74% for the three months ended June 30, 2023, vs 72% for the same period last year, primarily driven by stronger pricing initiatives.
|
■ |
For the three months ended June 30, 2023, operating income totaled $0.9 million, which is an improvement of $4.0 million compared to the same period in 2022. This number benefited from a $1.25
million one-time reversal of accrued expenses and was partially offset by a $224 thousand non-cash stock compensation issuance.
|
■ |
Net loss for the three months ended June 30, 2023 was $7.3 million, compared to a net income of $1.6 million for the same period in 2022. The increase in net loss for the three months ended June 30,
2023 was primarily due to continued non-cash losses on the fair value of derivative liabilities.
|
■ |
The Company anticipates third quarter 2023 revenue growth will fall within a range of 15-25% as compared to the third quarter of 2022.
|
■ |
Appointment of Morgan Frank as Chief Executive Officer in May.
|
■ |
Appointment of Andrew Walko as President and to head manufacturing in July.
|
◾ |
Signing of Distribution Agreement with Pacific Medical, Inc. bringing its sales force of over 215 representatives covering 7 western states to the UltraMist line of directed energy wound care
products.
|
■ |
In July 2023, the Company issued Asset-Backed Secured Promissory Notes for which it received total proceeds of approximately $3.0 million.
|
■ |
SANUWAVE showcased its innovative non-invasive, regenerative medicine solutions for the treatment of chronic wounds at the Leaders in Wound Healing Conference in New Orleans, Louisiana, the Symposium
on Advanced Wound Care Spring in National Harbor, Maryland, and the EWMA 2023 Symposium in Milan, Italy.
|
■ |
Leading plastic surgeon, Dr. Johnson presented on UltraMist at the Serena Foundation Leadership in Wound Conference.
|
ITEM 1. |
FINANCIAL STATEMENTS
|
June 30, 2023
|
December 31, 2022
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
332
|
$
|
1,153
|
||||
Restricted Cash
|
850
|
-
|
||||||
Accounts receivable, net of allowance of $1,214 and $1,037, respectively
|
2,818
|
4,029
|
||||||
Inventory
|
900
|
868
|
||||||
Prepaid expenses and other current assets
|
1,201
|
570
|
||||||
Total Current Assets
|
6,101
|
6,620
|
||||||
Property, equipment and other, net
|
1,050
|
856
|
||||||
Intangible assets, net
|
4,786
|
5,137
|
||||||
Goodwill
|
7,260
|
7,260
|
||||||
Total Non-current Assets
|
13,096
|
13,253
|
||||||
Total Assets
|
$
|
19,197
|
$
|
19,873
|
||||
LIABILITIES
|
||||||||
Current Liabilities:
|
||||||||
Senior secured debt, in default
|
$
|
16,123
|
$
|
14,416
|
||||
Convertible promissory notes payable
|
17,712
|
16,713
|
||||||
Convertible promissory notes payable, related parties
|
8,346
|
7,409
|
||||||
Bridge notes advance
|
1,476
|
-
|
||||||
Accounts payable
|
4,859
|
4,400
|
||||||
Accrued expenses
|
6,351
|
8,512
|
||||||
Factoring liabilities
|
1,213
|
2,130
|
||||||
Warrant liability
|
14,410
|
1,416
|
||||||
Accrued interest
|
6,174
|
4,052
|
||||||
Accrued interest, related parties
|
1,438
|
788
|
||||||
Current portion of contract liabilities
|
67
|
60
|
||||||
Other
|
1,108
|
291
|
||||||
Total Current Liabilities
|
79,277
|
60,187
|
||||||
Non-current Liabilities
|
||||||||
Lease liabilities
|
515
|
438
|
||||||
Contract liabilities
|
215
|
230
|
||||||
Deferred tax liability
|
28
|
28
|
||||||
Total Non-currrent Liabilities
|
758
|
696
|
||||||
Total Liabilities
|
$
|
80,035
|
$
|
60,883
|
||||
Commitments and Contingencies (Footnote 13)
|
||||||||
STOCKHOLDERS’ DEFICIT
|
||||||||
Preferred Stock, par value $0.001, 5,000,000 shares authorized;
6,175 shares Series A, 293 shares Series B, 90 shares Series C and 8 shares Series D
no shares issued and outstanding at June 30, 2023 and December 31, 2022
|
$
|
-
|
$
|
-
|
||||
Common Stock, par value $0.001, 2,500,000,000 shares authorized; 561,637,651 and 548,737,651
issued and outstanding at June 30, 2023 December 31, 2022, respectively
|
562
|
549
|
||||||
Additional paid-in capital
|
153,264
|
152,750
|
||||||
Accumulated deficit
|
(214,584
|
)
|
(194,242
|
)
|
||||
Accumulated other comprehensive loss
|
(80
|
)
|
(67
|
)
|
||||
Total Stockholders’ Deficit
|
(60,838
|
)
|
(41,010
|
)
|
||||
Total Liabilities and Stockholders’ Deficit
|
$
|
19,197
|
$
|
19,873
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Revenue
|
$
|
4,675
|
$
|
3,882
|
$
|
8,450
|
$
|
7,077
|
||||||||
Cost of Revenues
|
1,202
|
1,096
|
2,464
|
1,986
|
||||||||||||
Gross Margin
|
3,473
|
2,786
|
5,986
|
5,091
|
||||||||||||
Operating Expenses:
|
||||||||||||||||
General and administrative
|
1,238
|
3,781
|
3,997
|
5,986
|
||||||||||||
Selling and marketing
|
978
|
1,672
|
2,390
|
3,387
|
||||||||||||
Research and development
|
139
|
171
|
270
|
337
|
||||||||||||
Depreciation and amortization
|
187
|
210
|
376
|
386
|
||||||||||||
Total Operating Expenses
|
2,542
|
5,834
|
7,033
|
10,096
|
||||||||||||
Operating Income/(Loss)
|
931
|
(3,048
|
)
|
(1,047
|
)
|
(5,005
|
)
|
|||||||||
Other Income (Expense):
|
||||||||||||||||
Interest expense
|
(3,706
|
)
|
(2,903
|
)
|
(7,218
|
)
|
(6,040
|
)
|
||||||||
Interest expense, related party
|
(675
|
)
|
(56
|
)
|
(1,441
|
)
|
(112
|
)
|
||||||||
Change in fair value of derivative liabilities
|
(3,821
|
)
|
7,861
|
(10,618
|
)
|
11,343
|
||||||||||
Loss on issuance of debt
|
-
|
-
|
-
|
(3,434
|
)
|
|||||||||||
Loss on extinguishment of debt
|
-
|
(211
|
)
|
-
|
(211
|
)
|
||||||||||
Other (expense) income
|
9
|
1
|
(18
|
)
|
2
|
|||||||||||
Total Other (Expense)/Inocme
|
(8,193
|
)
|
4,692
|
(19,295
|
)
|
1,548
|
||||||||||
Net (Loss)/Income before Income Taxes
|
(7,262
|
)
|
1,644
|
(20,342
|
)
|
(3,457
|
)
|
|||||||||
Provision for Income Taxes
|
-
|
-
|
-
|
-
|
||||||||||||
Net (Loss)/Income
|
(7,262
|
)
|
1,644
|
(20,342
|
)
|
(3,457
|
)
|
|||||||||
Other Comprehensive Loss
|
||||||||||||||||
Foreign currency translation adjustments
|
(9
|
)
|
-
|
(13
|
)
|
-
|
||||||||||
Total Comprehensive (Loss)/Income
|
$
|
(7,271
|
)
|
$
|
1,644
|
$
|
(20,355
|
)
|
$
|
(3,457
|
)
|
|||||
(Loss) income per Share:
|
||||||||||||||||
Basic
|
$
|
(0.01
|
)
|
$
|
-
|
$
|
(0.04
|
)
|
$
|
(0.01
|
)
|
|||||
Diluted
|
$
|
(0.01
|
)
|
$
|
-
|
$
|
(0.04
|
)
|
$
|
(0.01
|
)
|
|||||
Weighted average shares outstanding
|
||||||||||||||||
Basic
|
582,328,811
|
538,560,051
|
579,178,811
|
532,589,825
|
||||||||||||
Diluted
|
582,328,811
|
871,984,091
|
579,178,811
|
532,589,825
|
Three Months Ended June 30, 2023
|
||||||||||||||||||||||||
Common Stock
|
Additional Paid-
in Capital
|
Accumulated
Deficit
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
||||||||||||||||||||
Number of
Shares
Issued and
Outstanding
|
Par Value
|
|||||||||||||||||||||||
Balances as of March 31, 2023
|
555,637,651
|
$
|
556
|
$
|
153,046
|
$
|
(207,322
|
)
|
$
|
(71
|
)
|
$
|
(53,791
|
)
|
||||||||||
Shares issued for services
|
6,000,000
|
6
|
218
|
-
|
224
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
(7,262
|
)
|
-
|
(7,262
|
)
|
||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
(9
|
)
|
(9
|
)
|
||||||||||||||||
Balances as of June 30, 2023
|
561,637,651
|
$
|
562
|
$
|
153,264
|
$
|
(214,584
|
)
|
$
|
(80
|
)
|
$
|
(60,838
|
)
|
Three Months Ended June 30, 2022
|
||||||||||||||||||||||||
Common Stock
|
Additional Paid-
in Capital
|
Accumulated
Deficit
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
||||||||||||||||||||
Number of
Shares
Issued and
Outstanding
|
Par Value
|
|||||||||||||||||||||||
Balances as of March 31, 2022
|
517,195,705
|
$
|
517
|
$
|
150,533
|
$
|
(189,050
|
)
|
$
|
(67
|
)
|
$
|
(38,067
|
)
|
||||||||||
Shares issued for services
|
12,097,500
|
12
|
876
|
-
|
-
|
888
|
||||||||||||||||||
Net Income
|
-
|
-
|
-
|
1,644
|
-
|
1,644
|
||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Balances as of June 30, 2022
|
529,293,205
|
$
|
529
|
$
|
151,409
|
$
|
(187,406
|
)
|
$
|
(67
|
)
|
$
|
(35,535
|
)
|
Six Months Ended June 30, 2023
|
||||||||||||||||||||||||
Common Stock
|
Additional Paid-
in Capital
|
Accumulated
Deficit
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
||||||||||||||||||||
Number of
Shares
Issued and
Outstanding
|
Par Value
|
|||||||||||||||||||||||
Balances as of December 31, 2022
|
548,737,651
|
$
|
549
|
$
|
152,750
|
$
|
(194,242
|
)
|
$
|
(67
|
)
|
$
|
(41,010
|
)
|
||||||||||
Shares issued for services
|
12,900,000
|
13
|
514
|
-
|
-
|
527
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
(20,342
|
)
|
-
|
(20,342
|
)
|
||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
(13
|
)
|
(13
|
)
|
||||||||||||||||
Balances as of June 30, 2023
|
561,637,651
|
$
|
562
|
$
|
153,264
|
$
|
(214,584
|
)
|
$
|
(80
|
)
|
$
|
(60,838
|
)
|
Six Months Ended June 30, 2022
|
||||||||||||||||||||||||
Common Stock
|
Additional Paid-
in Capital
|
Accumulated
Deficit
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
||||||||||||||||||||
Number of
Shares
Issued and
Outstanding
|
Par Value
|
|||||||||||||||||||||||
Balances as of December 31, 2021
|
481,619,621
|
$
|
482
|
$
|
144,582
|
$
|
(183,949
|
)
|
$
|
(73
|
)
|
$
|
(38,958
|
)
|
||||||||||
Cashless warrant exercise
|
14,000,000
|
14
|
2,152
|
-
|
-
|
2,166
|
||||||||||||||||||
Warrant exercise
|
909,091
|
1
|
99
|
-
|
-
|
100
|
||||||||||||||||||
Shares issued in conjunction with Note Payable
|
20,666,993
|
20
|
3,700
|
-
|
-
|
3,720
|
||||||||||||||||||
Shsares issued for services
|
12,097,500
|
12
|
876
|
-
|
-
|
888
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
(3,457
|
)
|
-
|
(3,457
|
)
|
||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
6
|
6
|
||||||||||||||||||
Balances as of June 30, 2022
|
529,293,205 |
$
|
529
|
$
|
151,409
|
$
|
(187,406
|
)
|
$
|
(67
|
)
|
$
|
(35,535
|
)
|
Six Months Ended June 30,
|
||||||||
2023
|
2022
|
|||||||
Cash Flows - Operating Acivities:
|
||||||||
Net loss
|
$
|
(20,342
|
)
|
$
|
(3,457
|
)
|
||
Adjustments to reconcile net loss to net cash used by operating activities
|
||||||||
Depreciation and amortization
|
515
|
446
|
||||||
Bad debt expense
|
313
|
52
|
||||||
Shares issued for services
|
224
|
888
|
||||||
Change in fair value of derivative liabilities
|
10,618
|
(11,343
|
)
|
|||||
Loss on extinguishment of debt
|
-
|
211
|
||||||
Loss on issuance of debt
|
-
|
3,434
|
||||||
Amortization of debt issuance costs and original issue discount
|
3,955
|
1,304
|
||||||
Accrued interest
|
3,606
|
1,327
|
||||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable - trade
|
898
|
733
|
||||||
Inventory
|
(31
|
)
|
115
|
|||||
Prepaid expenses and other assets
|
(336
|
)
|
(27
|
)
|
||||
Accounts payable
|
718
|
(486
|
)
|
|||||
Accrued expenses
|
(1,337
|
)
|
1,710
|
|||||
Contract liabilties
|
(16
|
)
|
(108
|
)
|
||||
Net Cash Used in Operating Activities
|
(1,215
|
)
|
(5,201
|
)
|
||||
Cash Flows - Investing Activities
|
||||||||
Proceeds from sale of property and equipment
|
-
|
948
|
||||||
Purchase of property and equipment
|
(169
|
)
|
-
|
|||||
Net Cash Flows (Used in)/Provided by Investing Activities
|
(169
|
)
|
948
|
|||||
Cash Flows - Financing Activities
|
||||||||
Proceeds from senior promissory notes
|
-
|
2,940
|
||||||
Proceeds from convertible promissory notes payable
|
1,202
|
-
|
||||||
Proceeds from bridge notes advance
|
1,476
|
2,130
|
||||||
Payments to factoring agent, net
|
(1,167
|
)
|
55
|
|||||
Proceeds from warrant exercises
|
-
|
100
|
||||||
Payments of principal on finance leases
|
(85
|
)
|
(121
|
)
|
||||
Net Cash Flows Provided by Financing Activities
|
1,426
|
5,104
|
||||||
Effect of Exchange Rates on Cash
|
(13
|
)
|
14
|
|||||
Net Change in Cash and Restricted Cash During Period
|
29
|
865
|
||||||
Cash and Restricted Cash at Beginning of Period
|
1,153
|
619
|
||||||
Cash and Restricted Cash at End of Period
|
$
|
1,182
|
$
|
1,484
|
||||
Supplemental Information:
|
||||||||
Cash paid for interest
|
$
|
908
|
$
|
2,045
|
||||
Non-cash Investing and Financing Activities:
|
||||||||
Warrants issued in conjunction with senior secured promissory note payable and convertible promissory notes payable
|
$
|
570
|
$
|
2,654
|
||||
Common shares issued for advisory shares
|
302
|
-
|
||||||
Embedded conversion feature on convertible promissory notess payable
|
157
|
|||||||
Reclassification of warrant liability due to cashless warrant exercise
|
-
|
2,167
|
||||||
Common shares issued in conjunction with senior secured promissory note payable
|
-
|
3,720
|
Document and Entity Information |
Aug. 11, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 11, 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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