SANUWAVE Health, Inc. (OTCMKTS:SNWV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
On September 27, 2017, SANUWAVE Health, Inc., a Nevada Corporation (the “Company”), entered into a binding term sheet (the “Binding Term Sheet”) with MundiMed Distribuidora Hospitalar LTDA (“MundiMed”), effective as of September 25, 2017, to which the Company and MundiMed will enter into a joint venture for the manufacture, sale and distribution of the Company’s dermaPACE® device. The Binding Term Sheet provides that the parties will work together to enter into a definitive agreement reflecting the Binding Term Sheet terms, but that to the extent a definitive agreement has not been executed by the parties by September 30, 2017, the terms set forth in the Binding Term Sheet shall be binding.
Under the Binding Term Sheet, MundiMed will pay the Company an initial partnership fee on September 30, 2017, with monthly partnership fees payable thereafter over the following eighteen months. MundiMed bears the cost of any and all fees and expenses incurred in connection with the formation, organization and start-up of the joint venture, which fees and expenses are expected not to exceed $200,000. Profits from the joint venture are distributed as follows: 45% to the Company, 45% to MundiMed and 5% each to LHS Latina Health Solutions Gestão Empresarial Ltda. and Universus Global Advisors LLC, who acted as advisors in the transaction. The Binding Term Sheet contemplates that MundiMed will purchase two to six dermaPACE® devices from the Company by December 31, 2017, to be used by targeted parties to do experimental, pre-approved work.
The Binding Term Sheet terminates upon the earlier of (1) the date a definitive agreement evidencing the terms of the Binding Term Sheet is executed by the parties and (2) May 30, 2019. The Binding Term Sheet is governed by the laws of the State of New York, and contains customary provisions regarding assignment, amendment and third-party beneficiaries.
The foregoing description of the Binding Term Sheet does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Binding Term Sheet, a redacted copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2017. The Company intends to submit a Confidential Treatment Request to the Securities and Exchange Commission to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, requesting that it be permitted to redact certain portions of the Binding Term Sheet.
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.
