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 January 23, 2019, SANUWAVE Health, Inc. (the “Company”) amended the expiration date of the Series A Warrants, Class N Warrants and Class L Warrants (the “Warrant Extension”), from March 17, 2019, to May 1, 2019, to be effective on January 23, 2019. The Company sent a letter to the holders of the Series A Warrants, Class N Warrants and Class L Warrants regarding the Warrant Extension on January 29, 2019 (the “Warrant Extension Letter”). Certain of the Class L Warrants are held by Michael Stolarski, a member of our Board of Directors.
The foregoing is only a brief description of the Warrant Extension Letter, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Warrant Extension Letter taken together with the form of Series A Warrant, form of Class N Warrant and form of Class L Warrant. The form of the Series A Warrant is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 18, 2014, the form of the Class N Warrant is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2017, the form of the Class L Warrant is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2016 and the Warrant Extension Letter is filed as Exhibit 4.1 to this Current Report on Form 8-K, and each is incorporated herein by reference.
Item 1.01. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
Since December 31, 2018, the Company has been in default under two promissory notes issued to HealthTronics, Inc. on August 1, 2005 as part of the purchase of the orthopedic division assets of HealthTronics, Inc., which promissory notes have been amended on June 15, 2015, June 28, 2016 and August 3, 2017. The Company defaulted on the promissory notes due to a failure to pay the balance due by December 31, 2018. The aggregate amount due under the promissory notes is $6,544,525. As a result of such default, HealthTronics, Inc. could, among other rights and remedies, exercise its rights under the security agreement granting HealthTronics, Inc. a first priority security interest in the assets of the Company. The Company is in negotiations with HealthTronics, Inc. to address the event of default.
Item 1.01. Financial Statements and Exhibits
(d)Exhibits.
Exhibit No. Description
Letter to Series A Warrantholders, Class N Warrantholders and Class L Warrantholders, dated January 29, 2019.
SANUWAVE Health, Inc. Exhibit
EX-4.1 2 snwv_ex4-1.htm LETTER TO SERIES A WARRANT HOLDERS,…
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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.