SANUWAVE HEALTH, INC. (OTCMKTS:SNWV) Files An 8-K Entry into a Material Definitive Agreement

SANUWAVE HEALTH, INC. (OTCMKTS:SNWV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

On March 27, 2017, SANUWAVE Health, Inc., a Nevada Corporation (the “Company”), began offering subscriptions for 10% convertible promissory notes (the “10% ConvertiblePromissory Notes”) to selected accredited investors. The Company intends to use the proceeds from the 10% Convertible Promissory Notes for working capital and general corporate purposes. The initial offering closed on November 3, 2017, at which time $1,124,440 aggregate principal amount of 10% Convertible Promissory Notes were issued and the funds paid to the Company. Subsequent offerings closed on November 30, 2017 and December 21, 2017, at which times $245,000 and $150,000, respectively, aggregate principal amounts of 10% Convertible Promissory Notes were issued and the funds paid to the Company. The final offering closed on January 10, 2018, at which time $1,380,310 aggregate principal amount of 10% Convertible Promissory Notes were issued and the funds paid to the Company. A copy of the Form of the 10% Convertible Promissory Notes was filed on Form 8-K on November 9, 2017 as Exhibit 10.1 and is incorporated by reference herein.

The 10% Convertible Promissory Notes have a six month term from the subscription date and the note holders can convert the 10% Convertible Promissory Notes at any time during the term to the number of shares of Company common stock, $0.001 par value (the “Common Stock”), equal to the amount obtained by dividing (i) the amount of the unpaid principal and interest on the note by (ii)$0.11.

The 10% Convertible Promissory Notes include a warrant agreement (the “Class N Warrant Agreement”) to purchase Common Stock equal to the amount obtained by dividing the (i) sum of the principal amount, by (ii) $0.11. The Class N Warrant Agreement expires March 17, 2019. A copy of the Form of the Class N Warrant Agreement was filed on Form 8-K on November 9, 2017 as Exhibit 4.1 and is incorporated by reference herein. On November 3, 2017, the Company issued 10,222,180 Class N Warrants in connection with the initial closing of 10% Convertible Promissory Notes. On November 30, 2017, December 21, 2017 and January 10, 2018, the Company issued 2,227,273, 1,363,636 and 12,548,273, respectively, Class N Warrants in connection with the subsequent closings of 10% Convertible Promissory Notes.

to the terms of a Registration Rights Agreement (the “Registration Rights Agreement”) that the Company entered with the accredited investors in connection with the 10% Convertible Promissory Notes, the Company is required to file a registration statement that covers the shares of Common Stock issuable upon conversion of the 10% Convertible Promissory Notes or upon exercise of the Class N warrants. The failure on the part of the Company to satisfy certain deadlines described in the Registration Rights Agreement may subject the Company to payment of certain monetary penalties. A copy of the Form of Registration Rights Agreement was filed on Form 8-K on November 9, 2017 as Exhibit 10.2 and is incorporated by reference herein.

The foregoing descriptions of each of the 10% Convertible Promissory Notes, the Class N Warrant Agreement and the Registration Rights Agreement (together, the “Agreements”) contained in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the Agreements.

Premier Shockwave Inc., a company owned by Anthony Michael Stolarski, a member of the Company’s board of directors and an existing shareholder of the Company, was a purchaser of $330,000 aggregate principal amount of the 10% Convertible Promissory Notes.

The issuance and sale of the 10% Convertible Promissory Notes and Class N Warrants described in this Current Report is exempt from registration under the Securities Act, to, inter alia, Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of these securities and is not offering securities to the public in connection with this issuance and sale.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained or incorporated in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained or incorporated in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

Form of Class N Warrant. (Incorporated by reference to Form 8-K filed with the SEC on November 9, 2017.)

Form of 10% Convertible Promissory Note, by and among the Company and the accredited investors a party thereto. (Incorporated by reference to Form 8-K filed with the SEC on November 9, 2017.)

Form of Registration Rights Agreement, by and among the Company and the accredited investors a party thereto. (Incorporated by reference to Form 8-K filed with the SEC on November 9, 2017.)


About SANUWAVE HEALTH, INC. (OTCMKTS:SNWV)

SANUWAVE Health, Inc. is an acoustic pressure shock wave technology company using a system of noninvasive, high-energy, acoustic pressure shock waves for indications, such as regenerative medicine and other applications. The Company is focused on regenerative medicine utilizing noninvasive (extracorporeal), acoustic pressure shock waves to produce a biological response resulting in the body healing itself through the repair and regeneration of skin, musculoskeletal tissue and vascular structures. Its lead regenerative product in the United States is the dermaPACE device, used for treating diabetic foot ulcers. Its portfolio of healthcare products and product candidates activate biologic signaling and angiogenic responses, including new vascularization and microcirculatory improvement, enabling to restore the body’s normal healing processes and regeneration. It is focused on developing its Pulsed Acoustic Cellular Expression (PACE) technology to activate healing in wound conditions.

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