---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-24-000483"
form_type: "8-K"
ticker: "SNWV"
cik: "0001417663"
company_name: "SANUWAVE Health, Inc."
filed_at: "2024-01-03T23:59:59+00:00"
generated_at: "2026-06-07T04:35:40.118305+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# SANUWAVE Health closes $1.9M convertible note financing with 93M warrants

## Summary
- Issued $1.9M principal 15% convertible notes, conversion price $0.04; net proceeds $1.8M.
- Issued 46.5M warrants at $0.067 and 46.5M at $0.04, each 5-yr term, subject to anti-dilution adjustments.
- Subordination agreement with NH Expansion Credit Fund Holdings LP subordinates notes to prior lender.
- Exchange letter agreements with purchasers for conversion into common stock prior to planned SEPA merger.
- Waived reverse stock split, share reserve, and registration obligations through Dec 31, 2024.

## SEC filing metadata
- accession: 0001140361-24-000483
- form_type: 8-K
- ticker: SNWV
- cik: 0001417663
- company_name: SANUWAVE Health, Inc.
- filed_at: 2024-01-03T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1417663/000114036124000483/0001140361-24-000483-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1417663/000114036124000483/ef20017967_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-24-000483
- JSON: https://secwatch.observer/filing/0001140361-24-000483.json
- Plain text: https://secwatch.observer/filing/0001140361-24-000483.txt

## Key facts
- Debt Financings
  SANUWAVE Health, Inc. incurred convertible notes of aggregate principal amount of approximately $1.9 million with Purchasers at fifteen percent (15%) per annum maturing maturity date.
  - Instrument: convertible notes
  - Principal: aggregate principal amount of approximately $1.9 million
  - Counterparty: Purchasers
  - Rate: fifteen percent (15%) per annum
  - Maturity: maturity date
  - Event: incurrence
  source text: On December 30, 2023, the Company issued Notes to the Purchasers in an aggregate principal amount of $1.9 million. Pursuant to the Notes, the Company promised to pay each Purchaser, its designee or registered assigns (the "Holder") in cash and/or in shares of common stock, at a conversion price of $0.04 (the "Conversion Price"), the principal amount (subject to reduction pursuant to the terms of the Note, the "Principal") as may be advanced in disbursements (each, a "Disbursement" and together, the "Disbursements," with total principal of outstanding Disbursements equaling Principal), and to pay interest at a rate of fifteen percent (15%) per annum ("Interest") on any outstanding Principal at the applicable Interest rate from the date of the Notes until the Notes are accelerated, converted, redeemed or otherwise.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417663/000114036124000483/0001140361-24-000483-index.htm
- Material Agreements
  SANUWAVE Health, Inc. entered into Securities Purchase Agreement with the Purchasers valued at approximately $1.9 million (effective 2023-12-30).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the Purchasers
  - Value: approximately $1.9 million
  - Effective: 2023-12-30
  source text: On December 30, 2023, SANUWAVE Health, Inc. (“SANUWAVE” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), with the purchasers identified on the signature pages thereto (the “Purchasers”) for the sale by the Company in a private placement (the “Private Placement”) of (i) the Company’s future advance convertible promissory notes in an aggregate principal amount of approximately $1.9 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417663/000114036124000483/0001140361-24-000483-index.htm
- Material Agreements
  SANUWAVE Health, Inc. entered into Registration Rights Agreement with the Purchasers (effective 2023-12-30).
  - Action: entry
  - Counterparty: the Purchasers
  - Effective: 2023-12-30
  source text: In connection with the Purchase Agreement, the Company entered into a registration rights agreement with the Purchasers on December 30, 2023 (the “Registration Rights Agreement”),
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417663/000114036124000483/0001140361-24-000483-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.