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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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.023 | 0.02 | 0.023 | 40 | 12:53:48 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Nevada
|
20-1176000
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
3360 Martin Farm Road, Suite 100
Suwanee, GA
|
30024
|
(Address
of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☒
|
Smaller reporting company
☒
|
|
Emerging growth company
☐
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common
Stock, par value $0.001
|
SNWV
|
OTCQB
|
|
|
Page
|
PART I – FINANCIAL INFORMATION
|
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|
PART II – OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S
ANUWAVE HEALTH, INC. AND SUBSIDIARIES
|
||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||
|
|
|
|
|
|
|
March
31,
|
December
31,
|
|
2019
|
2018
|
ASSETS
|
(Unaudited)
|
|
CURRENT
ASSETS
|
|
|
Cash and cash
equivalents
|
$
98,946
|
$
364,549
|
Accounts
receivable, net of allowance for doubtful accounts
|
|
|
of $24,400 in 2019
and $33,045 in 2018
|
139,840
|
234,774
|
Due from related
parties
|
2,699
|
1,228
|
Inventory
|
328,384
|
357,820
|
Prepaid expenses
and other current assets
|
196,561
|
125,111
|
TOTAL CURRENT
ASSETS
|
766,430
|
1,083,482
|
|
|
|
PROPERTY AND
EQUIPMENT, net
|
91,452
|
77,755
|
|
|
|
RIGHT OF USE
ASSETS
|
437,363
|
-
|
|
|
|
OTHER
ASSETS
|
23,504
|
16,491
|
TOTAL
ASSETS
|
$
1,318,749
|
$
1,177,728
|
|
|
|
LIABILITIES
|
|
|
CURRENT
LIABILITIES
|
|
|
Accounts
payable
|
$
1,780,108
|
$
1,592,643
|
Accrued
expenses
|
753,394
|
689,280
|
Accrued employee
compensation
|
577,220
|
340,413
|
Contract
liabilities
|
129,264
|
131,797
|
Lease liability -
right of use
|
164,521
|
-
|
Advances from
related parties
|
26,200
|
-
|
Line of credit,
related parties
|
895,967
|
883,224
|
Accrued interest,
related parties
|
1,391,469
|
1,171,782
|
Short term notes
payable
|
2,611,731
|
1,883,163
|
Convertible
promissory notes, net
|
2,756,427
|
2,652,377
|
Notes payable,
related parties, net
|
5,372,743
|
5,372,743
|
Warrant
liability
|
195,310
|
1,769,669
|
TOTAL CURRENT
LIABILITIES
|
16,654,354
|
16,487,091
|
|
|
|
NON-CURRENT
LIABILITIES
|
|
|
Contract
liabilities
|
42,612
|
46,736
|
Lease liability -
right of use
|
315,730
|
-
|
TOTAL NON-CURRENT
LIABILITIES
|
358,342
|
46,736
|
TOTAL
LIABILITIES
|
17,012,696
|
16,533,827
|
|
|
|
COMMITMENTS AND
CONTINGENCIES
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIT
|
|
|
PREFERRED STOCK,
par value $0.001, 5,000,000
|
|
|
shares authorized;
no shares issued and outstanding
|
-
|
-
|
|
|
|
PREFERRED STOCK,
SERIES A CONVERTIBLE, par value $0.001,
|
|
|
6,175 designated;
6,175 shares issued and 0 shares outstanding
|
|
|
in 2018 and
2017
|
-
|
-
|
|
|
|
PREFERRED STOCK,
SERIES B CONVERTIBLE, par value $0.001,
|
|
|
293 designated; 293
shares issued and 0 shares outstanding
|
|
|
in 2018 and
2017
|
-
|
-
|
|
|
|
COMMON STOCK, par
value $0.001, 350,000,000 shares authorized;
|
|
|
160,322,580 and
155,665,138 issued and outstanding in 2019 and
|
|
|
2018,
respectively
|
160,323
|
155,665
|
|
|
|
ADDITIONAL PAID-IN
CAPITAL
|
101,731,430
|
101,153,882
|
|
|
|
ACCUMULATED
DEFICIT
|
(117,520,434
)
|
(116,602,778
)
|
|
|
|
ACCUMULATED OTHER
COMPREHENSIVE LOSS
|
(65,266
)
|
(62,868
)
|
TOTAL STOCKHOLDERS'
DEFICIT
|
(15,659,431
)
|
(15,356,099
)
|
TOTAL LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
$
1,318,749
|
$
1,177,728
|
|
|
|
|
|
|
The
accompanying notes to condensed consolidated financial
|
||
statements are
an integral part of these statements.
|
S
A
NUWAVE HEALTH, INC. AND SUBSIDIARIES
|
||
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
||
(UNAUDITED)
|
||
|
|
|
|
|
|
|
Three Months
Ended
|
Three Months
Ended
|
|
March
31,
|
March
31,
|
|
2018
|
2017
|
|
|
|
REVENUES
|
|
|
Product
|
$
64,565
|
$
238,568
|
License
fees
|
106,250
|
84,116
|
Other
revenue
|
7,148
|
21,588
|
TOTAL
REVENUES
|
177,963
|
344,272
|
|
|
|
COST OF
REVENUES
|
|
|
Product
|
65,112
|
125,594
|
Other
|
28,741
|
39,872
|
TOTAL COST OF
REVENUES
|
93,853
|
165,466
|
|
|
|
GROSS
MARGIN
|
84,110
|
178,806
|
|
|
|
OPERATING
EXPENSES
|
|
|
Research and
development
|
261,002
|
238,477
|
Selling and
marketing
|
158,083
|
51,959
|
General and
administrative
|
1,517,101
|
1,004,614
|
Depreciation
|
8,357
|
5,016
|
TOTAL OPERATING
EXPENSES
|
1,944,542
|
1,300,066
|
|
|
|
OPERATING
LOSS
|
(1,860,432
)
|
(1,121,260
)
|
|
|
|
OTHER INCOME
(EXPENSE)
|
|
|
Gain (loss) on
warrant valuation adjustment
|
32,359
|
(2,973,682
)
|
Interest
expense
|
(148,261
)
|
(1,555,756
)
|
Interest expense,
related party
|
(219,687
)
|
(189,211
)
|
Loss on foreign
currency exchange
|
(1,296
)
|
(16,746
)
|
TOTAL OTHER INCOME
(EXPENSE), NET
|
(336,885
)
|
(4,735,395
)
|
|
|
|
NET
LOSS
|
(2,197,317
)
|
(5,856,655
)
|
|
|
|
OTHER COMPREHENSIVE
INCOME (LOSS)
|
|
|
Foreign currency
translation adjustments
|
(2,398
)
|
935
|
TOTAL COMPREHENSIVE
LOSS
|
$
(2,199,715
)
|
$
(5,855,720
)
|
|
|
|
LOSS PER
SHARE:
|
|
|
Net loss - basic
and diluted
|
$
(0.01
)
|
$
(0.04
)
|
|
|
|
Weighted average
shares outstanding - basic and diluted
|
157,112,875
|
139,754,044
|
|
|
|
The
accompanying notes to condensed consolidated financial
|
||
statements are
an integral part of these statements.
|
SANUWAVE HEALTH, INC.
AND SUBSIDIARIES
|
||||||||
C
O
NDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
DEFICIT
|
||||||||
(UNAUDITED)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
Common
Stock
|
|
|
|
|
||
|
Number
of
|
|
Number
of
|
|
|
|
Accumulated
|
|
|
Shares
|
|
Shares
|
|
|
|
Other
|
|
|
Issued
and
|
|
Issued
and
|
|
Additional
Paid-
|
Accumulated
|
Comprehensive
|
|
|
Outstanding
|
Par
Value
|
Outstanding
|
Par
Value
|
in
Capital
|
Deficit
|
Loss
|
Total
|
|
|
|
|
|
|
|
|
|
Balances as of December 31,
2017
|
-
|
$
-
|
139,300,122
|
$
139,300
|
$
94,995,040
|
$
(104,971,384
)
|
$
(43,783
)
|
$
(9,880,827
)
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(5,856,655
)
|
-
|
(5,856,655
)
|
Cashless warrant
exercises
|
-
|
-
|
1,023,130
|
1,023
|
117,815
|
-
|
-
|
118,838
|
Proceeds from warrant
exercise
|
-
|
-
|
175,666
|
176
|
13,352
|
-
|
-
|
13,528
|
Shares issued for
services
|
-
|
-
|
551,632
|
552
|
78,448
|
-
|
-
|
79,000
|
Warrants issued with convertible
promissory notes
|
-
|
-
|
-
|
-
|
808,458
|
-
|
-
|
808,458
|
Beneficial conversion feature on
convertible promissory notes
|
-
|
-
|
-
|
-
|
709,827
|
-
|
-
|
709,827
|
Warrants issued with promissory
note
|
-
|
-
|
-
|
-
|
36,104
|
-
|
-
|
36,104
|
Beneficial conversion feature on
promissory notes
|
-
|
-
|
-
|
-
|
35,396
|
-
|
-
|
35,396
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
935
|
935
|
Balances as of March 31,
2018
|
-
|
$
-
|
141,050,550
|
$
141,051
|
$
96,794,440
|
$
(110,828,039
)
|
$
(42,848
)
|
$
(13,935,396
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of December 31,
2018
|
-
|
-
|
155,665,138
|
155,665
|
101,153,882
|
(116,602,778
)
|
(62,868
)
|
(15,356,099
)
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(2,197,317
)
|
-
|
(2,197,317
)
|
Cashless warrant
exercises
|
-
|
-
|
704,108
|
704
|
(704
)
|
-
|
-
|
-
|
Proceeds from warrant
exercise
|
-
|
-
|
620,000
|
620
|
52,580
|
-
|
-
|
53,200
|
Conversion of short term notes
payable to equity
|
-
|
-
|
3,333,334
|
3,334
|
263,333
|
-
|
-
|
266,667
|
Reclassification of warrant
liability to equity
|
-
|
-
|
-
|
-
|
262,339
|
1,279,661
|
-
|
1,542,000
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,398
)
|
(2,398
)
|
|
|
|
|
|
|
|
|
|
Balances as of March 31,
2019
|
-
|
$
-
|
160,322,580
|
$
160,323
|
$
101,731,430
|
$
(117,520,434
)
|
$
(65,266
)
|
$
(15,693,947
)
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to condensed consolidated financial
|
||||||||
statements are
an integral part of these statements.
|
SANUWAVE HEALTH, INC.
AND SUBSIDIARIES
|
||
C
ONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
||
(UNAUDITED)
|
||
|
|
|
|
Three Months
Ended
|
Three Months
Ended
|
|
March
31,
|
March
31,
|
|
2019
|
2018
|
|
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES
|
|
|
Net
loss
|
$
(2,17,317
)
|
$
(5,856,655
)
|
Adjustments
to reconcile loss from operations
|
|
|
to
net cash used by operating activities
|
|
|
Depreciation
|
8,357
|
5,016
|
Change in allowance
for doubtful accounts
|
(8,645
)
|
(19,613
)
|
Loss (gain) on
warrant valuation adjustment
|
(32,359
)
|
2,973,682
|
Amortization of
operating lease
|
38,666
|
-
|
Amortization of
debt issuance costs
|
-
|
1,473,872
|
Amortization of
debt discount
|
-
|
37,984
|
Stock issued for
consulting services
|
-
|
79,000
|
Accrued
interest
|
147,028
|
-
|
Interest payable,
related parties
|
219,687
|
80,613
|
Changes in
operating assets and liabilities
|
|
|
Accounts
receivable - trade
|
103,579
|
20,449
|
Inventory
|
29,436
|
(32,734
)
|
Prepaid
expenses
|
(71,450
)
|
(110,672
)
|
Contract
assets
|
-
|
(55,700
)
|
Due
from related parties
|
(1,471
)
|
-
|
Other
assets
|
(7,013
)
|
(3,336
)
|
Accounts
payable
|
187,465
|
(553,763
)
|
Accrued
expenses
|
64,114
|
(64,744
)
|
Accrued
employee compensation
|
236,807
|
68,822
|
Operating
leases
|
4,222
|
-
|
Contract
liabilties
|
(6,657
)
|
109,214
|
NET CASH USED BY
OPERATING ACTIVITIES
|
(1,285,551
)
|
(1,848,565
)
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES
|
|
|
Purchases of
property and equipment
|
(22,054
)
|
(7,720
)
|
NET CASH USED BY
INVESTING ACTIVITIES
|
(22,054
)
|
(7,720
)
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES
|
|
|
Proceeds from short
term note
|
965,000
|
-
|
Proceeds from
warrant exercise
|
53,200
|
13,528
|
Advances from
related parties
|
26,200
|
12,000
|
Proceeds from
convertible promissory notes, net
|
-
|
1,159,785
|
Proceeds from note
payable, product
|
-
|
96,708
|
Payments on note
payable, product
|
-
|
(2,650
)
|
NET CASH PROVIDED
BY FINANCING ACTIVITIES
|
1,044,400
|
1,279,371
|
|
|
|
EFFECT OF EXCHANGE
RATES ON CASH
|
(2,398
)
|
935
|
|
|
|
NET DECREASE IN
CASH AND CASH EQUIVALENTS
|
(265,603
)
|
(575,979
)
|
|
|
|
CASH AND CASH
EQUIVALENTS, BEGINNING OF PERIOD
|
364,549
|
730,184
|
CASH AND CASH
EQUIVALENTS, END OF PERIOD
|
$
98,946
|
$
154,205
|
|
|
|
|
|
|
NON-CASH INVESTING
AND FINANCING ACTIVITIES
|
|
|
|
|
|
Conversion of short
term notes payable
|
$
266,667
|
$
-
|
|
|
|
|
|
|
Reclassification of
warrant liability to equity
|
$
262,339
|
$
-
|
|
|
|
|
|
|
Advances payable
converted to convertible promissory notes
|
$
-
|
$
310,000
|
|
|
|
|
|
|
Accounts payable
converted to convertible promissory notes
|
$
-
|
$
120,000
|
|
|
|
|
|
|
Beneficial
conversion feature on convertible debt
|
$
-
|
$
745,223
|
|
|
|
|
|
|
Warrants issued
with debt
|
$
-
|
$
844,562
|
|
|
|
|
|
|
The
accompanying notes to condensed consolidated financial
|
||
statements are
an integral part of these statements.
|
|
Outstanding
|
|
|
|
Outstanding
|
|
as
of
|
|
|
|
as
of
|
|
December
31,
|
|
|
|
March
31,
|
Warrant
class
|
2018
|
Issued
|
Exercised
|
Expired
|
2019
|
|
|
|
|
|
|
Class K
Warrants
|
7,200,000
|
-
|
-
|
-
|
7,200,000
|
Class L
Warrants
|
57,258,339
|
-
|
(4,100,001
)
|
-
|
53,158,338
|
Class N
Warrants
|
30,451,815
|
-
|
(1,046,591
)
|
-
|
29,405,224
|
Class O
Warrants
|
7,929,091
|
-
|
(120,000
)
|
-
|
7,809,091
|
Series A
Warrants
|
1,155,682
|
-
|
-
|
-
|
1,155,682
|
|
103,994,927
|
-
|
(5,266,592
)
|
-
|
98,728,335
|
|
Exercise
|
Expiration
|
|
price per
share
|
date
|
|
|
|
Class K
Warrants
|
$
0.08
|
June
2025
|
Class K
Warrants
|
$
0.11
|
August
2027
|
Class L
Warrants
|
$
0.08
|
May
2019
|
Class N
Warrants
|
$
0.11
|
June
2019
|
Class O
Warrants
|
$
0.11
|
June
2019
|
Series A
Warrants
|
$
0.03
|
May
2019
|
|
Class
K
|
Series
A
|
|
|
Warrants
|
Warrants
|
Total
|
|
|
|
|
Warrant liability
as of December 31, 2018
|
$
1,542,000
|
$
227,669
|
$
1,769,669
|
Issued
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
Change in fair
value
|
-
|
(32,359
)
|
(32,359
)
|
Reclassification
due to adoption of ASU 2017-11 (see Note 3)
|
(1,542,000
)
|
-
|
(1,542,000
)
|
Warrant liability
as of March 31, 2019
|
$
-
|
$
195,310
|
$
195,310
|
|
March
31,
|
|
2019
|
Right of use
assets
|
$
437,363
|
|
|
Lease liability -
right of use
|
|
Current portion
|
$
164,521
|
Long term portion
|
315,730
|
Total Lease
liability - right of use
|
$
480,251
|
Year ending
December 31,
|
Amount
|
2019
(remainder)
|
$
140,173
|
2020
|
191,713
|
2021
|
197,462
|
Total
lease payments
|
529,348
|
Less: Present
value adjustment
|
(49,097
)
|
Total Lease
liability - right of use
|
$
480,251
|
Year ending
December 31,
|
Amount
|
2019
(remainder)
|
$
140,173
|
2020
|
191,713
|
2021
|
197,462
|
Total
|
$
529,348
|
|
March
31,
|
March
31,
|
|
2019
|
2018
|
|
|
|
Options
|
31,703,385
|
21,593,385
|
Warrants
|
98,728,335
|
110,581,275
|
Convertible
promissory notes
|
25,058,432
|
-
|
|
155,490,152
|
132,174,660
|
|
SANUWAVE
HEALTH, INC.
|
|
|
|
|
|
|
Dated:
May 20,
2019
|
By:
|
/s/ Kevin A.
Richardson, II
|
|
|
Name:
|
Kevin A.
Richardson, II
|
|
|
Title:
|
Chief Executive
Officer
|
|
|
|
|
|
Signatures
|
|
Capacity
|
|
Date
|
|
|
|
|
|
By:
/s/
Kevin A.
Richardson, II
Name:
Kevin A. Richardson, II
|
|
Chief Executive Officer and Chairman of the Board of
Directors
(principal executive officer)
|
|
May 20,
2019
|
|
|
|
|
|
By:
/s/
Lisa E.
Sundstrom
Name:
Lisa E. Sundstrom
|
|
Chief Financial Officer (principal financial and accounting
officer)
|
|
May 20,
2019
|
1 Year SANUWAVE Health (QB) Chart |
1 Month SANUWAVE Health (QB) Chart |
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