SANUWAVE Health, Inc. (SNWV): debt financing — SANUWAVE issues $4.6M secured notes at 33.33% OID; net $3.0M; conversion warrants at $0.04-$0.067

SANUWAVE Health, Inc.

Issued $4.6M principal Asset-Backed Secured Promissory Notes at 33.33% original issue discount, net proceeds ~$3.0M.
Notes bear 0% interest, mature Jan 21, 2023; upon maturity convert into Future Advance Convertible Notes and warrants.
Warrants exercisable at $0.04 and $0.067 per share; number of shares = principal divided by $0.04.
Security interest on all assets (except Master Lease equipment); subordinated to NH Expansion Credit Fund Holdings LP.
Private placement to accredited investors, exempt from registration under Section 4(a)(2).

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

SANUWAVE Health, Inc. incurred senior notes of $4.6 million with certain accredited investors at zero percent (0%) per annum maturing January 21, 2023.

Instrument: senior notes
Principal: $4.6 million
Counterparty: certain accredited investors
Rate: zero percent (0%) per annum
Maturity: January 21, 2023
Event: incurrence

Exact text from the filing

On July 21, 2023, SANUWAVE Health, Inc. (the “Company”) issued Asset-Backed Secured Promissory Notes in an aggregate principal amount of $4.6 million (the “Notes”) to certain accredited investors (the “Purchasers”) at an original issue discount of 33.33% (the “Private Placement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SANUWAVE Health, Inc. entered into Side Letter with certain accredited investors valued at agreement to issue Future Advance Convertible Promissory Notes and Common Stock Purchase Warrants on (effective 2023-07-21).

Action: entry
Agreement: equity purchase
Counterparty: certain accredited investors
Value: agreement to issue Future Advance Convertible Promissory Notes and Common Stock Purchase Warrants on
Effective: 2023-07-21

Exact text from the filing

On July 21, 2023, the Company and the Purchasers also entered into a side letter (the “Side Letter”), pursuant to which the parties agreed that upon the Maturity Date, the Company will issue each Purchaser (i) a Future Advance Convertible Promissory Note (the “Future Advance Convertible Promissory Note”) with the same principal amount as the principal amount of such Purchasers’ Note, plus any accrued and unpaid interest, substantially in the form of Exhibit 4.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and (ii) two Common Stock Purchase Warrants (the “Warrants”), one with an exercise price of $0.04 per share and one with an exercise price of $0.067 per share, substantially in the form of Exhibit 4.30 to the Form 10-K, each of which shall be exercisable for such number of shares of the Company’s common stock calculated by dividing the principal amount of the Purchaser’s Future Advance Convertible Promissory Note by $0.04.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SANUWAVE Health, Inc. entered into Subordination Agreement with NH Expansion Credit Fund Holdings LP valued at subordination of rights to receive payments under Notes (effective 2023-07-21).

Action: entry
Agreement: equity purchase
Counterparty: NH Expansion Credit Fund Holdings LP
Value: subordination of rights to receive payments under Notes
Effective: 2023-07-21

Exact text from the filing

The rights of each Purchaser to receive payments under its Notes are subordinate to the rights of NH Expansion Credit Fund Holdings LP (“North Haven Expansion”) pursuant to a subordination agreement, which the Company and the Purchasers entered into with North Haven Expansion on July 21, 2023 in connection with the Private Placement (the “Subordination Agreement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SANUWAVE Health, Inc. entered into Security Agreement with each Purchaser valued at security agreement in favor of each Purchaser to secure the Company’s obligations under the Notes (effective 2023-07-21).

Action: entry
Agreement: equity purchase
Counterparty: each Purchaser
Value: security agreement in favor of each Purchaser to secure the Company’s obligations under the Notes
Effective: 2023-07-21

Exact text from the filing

In connection with the Private Placement, on July 21, 2023, the Company entered into a security agreement in favor of each Purchaser to secure the Company’s obligations under the Notes (the “Security Agreement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SANUWAVE Health, Inc. entered into Asset-Backed Secured Promissory Notes with certain accredited investors valued at aggregate principal amount of $4.6 million at an original issue discount of 33.33%, net proceeds of (effective 2023-07-21).

Action: entry
Agreement: notes offering
Counterparty: certain accredited investors
Value: aggregate principal amount of $4.6 million at an original issue discount of 33.33%, net proceeds of
Effective: 2023-07-21

Exact text from the filing

On July 21, 2023, SANUWAVE Health, Inc. (the “Company”) issued Asset-Backed Secured Promissory Notes in an aggregate principal amount of $4.6 million (the “Notes”) to certain accredited investors (the “Purchasers”) at an original issue discount of 33.33% (the “Private Placement”).

View on SEC.gov

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SANUWAVE Health, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-23-036259

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