secwatch / observer

SANUWAVE Health, Inc. — fact timeline

Source-grounded facts extracted from SANUWAVE Health, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

SNWV SANUWAVE Health, Inc. JSON
Shareholder Votes

SANUWAVE Health, Inc. shareholders approved Advisory, non-binding vote on the compensation paid to the Company’s named executive officers. at the 2026-06-11 meeting.

“Proposal 3. To approve, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers. Votes For Votes Against Abstain Broker Non-Votes 4,666,444 385,238 6,644 1,061,530”
Shareholder Votes

SANUWAVE Health, Inc. shareholders approved Ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. at the 2026-06-11 meeting.

“Proposal 2. To ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes For Votes Against Abstain Broker Non-Votes 6,057,957 45,261 16,638 –”
Shareholder Votes

SANUWAVE Health, Inc. shareholders approved Election of five directors: Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller and James Tyler to serve until the 2027 annual meeting. at the 2026-06-11 meeting.

“Proposal 1. To elect five directors, Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller and James Tyler, to serve until the 2027 annual meeting of stockholders. Name Votes For Withheld Broker Non-Votes Morgan Frank 4,988,463 69,863 1,061,530 Gregory Bazar 4,706,567 351,759 1,061,530 Jeffrey Blizard 4,634,031 424,295 1,061,530 Ian Miller 4,244,965 813,361 1,061,530 James Tyler 4,292,161 766,165 1,061,530”
Earnings Releases

SANUWAVE Health, Inc. reported the three months ended March 31, 2026 results: revenue $9.6 million. Guidance reaffirmed.

“Q1 2026 revenues were $9.6 million, up 3.1% from $9.3 million in Q1 2025.”
Earnings Releases

SANUWAVE Health, Inc. reported first quarter ended March 31, 2026 results: revenue $9.6 million to $9.7 million. Guidance reaffirmed.

“Sanuwave Health Reports Preliminary Q1 2026 Revenue of $9.6–$9.7 Million, Up 3-4% Year-over-Year”
Earnings Releases

SANUWAVE Health, Inc. reported the fourth quarter and fiscal year ended December 31, 2025 results: revenue $13.4 million, net income $7.7 million. Guidance initiated.

“forth by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Sanuwave Announces Record Revenues and Financial Results for Q4 and Full Year 2025 Q4 2025 revenues were $13.4 million, up 29.7% from Q4 2024. This was an all-time quarterly record for the Company. Full year 2025 revenues were $44.1 million up 35.0% from full year 2024 revenues. This was an”
Auditor Changes

SANUWAVE Health, Inc. reported that prior financial statements should not be relied upon.

“the audit committee of the board of directors of the Company, after discussion with the Company’s management and with Baker Tilly US, LLP (“Baker Tilly”), the Company’s independent registered public accounting firm, and Marcum LLP (“Marcum”), the Company’s former independent registered public accounting firm, concluded that the following should no longer be relied upon”
Debt Financings

SANUWAVE Health, Inc. incurred revolving credit of $5.0 million secured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent at term rate based upon the secured overnight financing rate (“SOFR”) plus a margin maturing September 25, 2027.

“and a $5.0 million secured revolving credit facility (the "Revolver" and together with the Term Loan, the "Facility") that matures September 25, 2027”
Debt Financings

SANUWAVE Health, Inc. incurred credit facility of $23.0 million secured term loan with JPMorgan Chase Bank, N.A., as administrative agent at term rate based upon the secured overnight financing rate (“SOFR”) plus a margin maturing September 25, 2029.

“The Credit Agreement provides for a $23.0 million secured term loan (the "Term Loan") that matures September 25, 2029”

Dustin Libby was appointed as Executive Vice President of Commercial Operations at SANUWAVE Health, Inc..

“In connection with Ms. Gilmore’s termination, Dustin Libby joined the Company as Executive Vice President of Commercial Operations on June 3, 2025.”

Nanci Gilmore was terminated as Chief Commercial Officer at SANUWAVE Health, Inc..

“On May 30, 2025, Nanci Gilmore, the Chief Commercial Officer of Sanuwave Health, Inc. (the “Company”), was terminated without cause, effective as of the same date.”

Gregory Bazar was appointed as Director at SANUWAVE Health, Inc..

“To fill the vacancy resulting from Mr. Stolarski’s resignation, the Board appointed Gregory Bazar to the Board, effective as of May 27, 2025, to serve as a director of the Company until the 2025 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, retirement, disqualification, resignation or removal.”

A. Michael Stolarski resigned as Director at SANUWAVE Health, Inc..

“On May 26, 2025, A. Michael Stolarski, a member of the Board of Directors (the “Board”) of Sanuwave Health, Inc., a Nevada corporation (the “Company”), notified the Company of his decision to resign from the Board, effective May 27, 2025.”
Auditor Changes

SANUWAVE Health, Inc. engaged Baker Tilly US, LLP as its auditor.

“(“CBIZ CPAs”) as the Company’s independent registered public accounting firm, and notified Baker Tilly US, LLP (“Baker Tilly”) of its formal decision to engage Baker Tilly to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025, effective beginning with the review of the Company’s condensed consolidated financial statements for the quarter ending June 30, 2025, and subject to completion of Baker Tilly’s client acceptance procedures . The engagement of Baker Tilly was approved by the Audit Committee of the Company’s Board of Directors.”
Auditor Changes

SANUWAVE Health, Inc. dismissed CBIZ CPAs P.C. as its auditor.

“On May 12, 2025, Sanuwave Health, Inc., a Nevada corporation (the "Company"), dismissed CBIZ CPAs P.C. ("CBIZ CPAs") as the Company's independent registered public accounting firm”
Auditor Changes

SANUWAVE Health, Inc. engaged CBIZ CPAs P.C. as its auditor.

“on April 11, 2025, CBIZ CPAs was engaged to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025”
Auditor Changes

Marcum LLP resigned as auditor of SANUWAVE Health, Inc..

“On April 10, 2025, Marcum resigned as the Company’s independent registered public accounting firm”
Governance Changes

SANUWAVE Health, Inc.: Approved a new Code of Business Conduct and Ethics (effective 2025-03-04).

“In connection with the Uplisting, on March 4, 2025, the Board approved a new Code of Business Conduct and Ethics.”
Governance Changes

SANUWAVE Health, Inc.: Approve Amended and Restated Bylaws changing notice windows, special meeting prohibition, proxy color, board size, forum selection, and other administrative updates (effective 2025-03-04).

“In connection with the Uplisting (as defined below), on March 4, 2025, the Board of Directors (the “Board”) of Sanuwave Health, Inc. (the “Company”) approved Amended and Restated Bylaws of the Company (the “A&R Bylaws”), which amend and restate the Company’s existing bylaws (the “Existing Bylaws”) in their entirety.”

Timothy Hendricks departed as Executive Vice President of Sales at SANUWAVE Health, Inc..

“on January 3, 2025, Timothy Hendricks separated from service as Executive Vice President of Sales of Sanuwave Health, Inc. (the “Company”), effective as of the same date.”

Timothy Hendricks departed as Executive Vice President of Sales at SANUWAVE Health, Inc..

“On January 3, 2025, Timothy Hendricks separated from service as Executive Vice President of Sales of Sanuwave Health, Inc. (the “ Company ”), effective as of the same date.”

Kevin A. Richardson II resigned as director at SANUWAVE Health, Inc..

“Mr. Richardson resigned as a director of the Company on November 12, 2024”
Governance Changes

SANUWAVE Health, Inc.: Filing of Certificate of Amendment to Articles of Incorporation to implement a 1-for-375 reverse stock split of Common Stock (effective 2024-10-18).

“On October 15, 2024, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended (the "Certificate of Amendment"), to implement a 1-for-375 reverse stock split (the "Reverse Stock Split") of Common Stock.”
Earnings Releases

SANUWAVE Health, Inc. reported first quarter ended March 31, 2024 results: revenue $5.8 million, net income $4.5 million. Guidance reaffirmed.

“in such filing. --- EX-99.1 (EXHIBIT 99.1) --- EX-99.1 2 ef20028815_99-1.htm EXHIBIT 99.1 Exhibit 99.1 SANUWAVE Announces Q1 FY2024 Financial Results Q1 2024 revenues were $5.8 million, up 53% from Q1 2023 Q1 2024 gross margin was 73%, up 600bp from Q1 2023 Operating loss was $1.1 million for Q1 2024 compared to $2.0 million for Q1 2023 Company provides”
Material Agreements

SANUWAVE Health, Inc. amended Amendment Number Two with SEP Acquisition Corp. (effective 2024-04-25).

“On April 25, 2024, Sanuwave Health, Inc., a Nevada corporation (“the Company”), and SEP Acquisition Corp., a Delaware corporation (“SEPA”), entered into that certain Amendment Number Two (the “Amendment”) to the Agreement and Plan of Merger, dated as of August 23, 2023, by and among the Company, SEPA and SEP Acquisition Holdings Inc., a Nevada corporation, and a wholly owned subsidiary of SEPA (as amended, the “Merger Agreement”).”
Earnings Releases

SANUWAVE Health, Inc. reported first quarter 2024 (ended March 31, 2024) results: revenue $5.7 million to $5.9 million.

“SANUWAVE is pleased to announce preliminary revenues of $5.7 million to $5.9 million for the first quarter ended March 31, 2024.”

Peter Sorensen was appointed as Chief Financial Officer at SANUWAVE Health, Inc..

“On April 1, 2024, the Company announced its appointment of Peter Sorensen as its new Chief Financial Officer and designated him the principal financial officer of the Company, effective on the same date.”

Toni Rinow departed as Chief Financial Officer at SANUWAVE Health, Inc..

“On March 28, 2024, Sanuwave Health, Inc. (the “Company”) terminated without cause its chief financial officer, Toni Rinow, effective immediately.”
Earnings Releases

SANUWAVE Health, Inc. reported the fourth quarter and fiscal year ended December 31, 2023 results: revenue $7.0 million, net income $18.2 million. Guidance initiated.

“SANUWAVE Announces Record Q4 and FY2023 Revenue Q4 2023 revenues were a record $7.0 million, up 27% from Q4 2022 FY 2023 revenues were a record $20.4 million, up 22% from FY2022 Operating income was $1 million for Q4 2023 compared to an operating loss of $1.5 million for Q4 2022 Company provides guidance for revenue growth of 45-55% for Q1 2024 vs Q1 2023 and initiates annual guidance for FY2024 of 50% revenue growth vs. FY2023”
Material Agreements

SANUWAVE Health, Inc. amended Consent, Limited Waiver and Fifth Amendment to Note and Warrant Purchase Agreement with NH Expansion Credit Fund Holdings LP (effective 2024-03-06).

“On March 6, 2024, Sanuwave Health, Inc. (the “Company”) entered into a Consent, Limited Waiver and Fifth Amendment to Note and Warrant Purchase Agreement (the “Fifth Amendment”) with NH Expansion Credit Fund Holdings LP (the “Agent”) and the noteholders party thereto (the “Holders”).”
Material Agreements

SANUWAVE Health, Inc. amended Agreement and Plan of Merger Amendment Number One with SEP Acquisition Corp. valued at Outside Date extended from February 28, 2024 to April 30, 2024 (effective 2024-02-27).

“On February 27, 2024, the Company and SEPA entered into that certain Amendment Number One (the “Amendment”) to the Merger Agreement.”
Shareholder Votes

SANUWAVE Health, Inc. shareholders approved Adjournment proposal to permit further solicitation of proxies if necessary at the 2024-02-21 meeting.

“Proposal 2 — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company’s board of directors that more time is necessary or appropriate to approve the Business Combination Proposal at the Special Meeting. For Against Abstain Broker Non-Votes 797,802,452 5,792,907 77,800 0”
Shareholder Votes

SANUWAVE Health, Inc. shareholders approved Approval of Agreement and Plan of Merger (Business Combination Proposal) at the 2024-02-21 meeting.

“Proposal 1 — To consider and vote upon a proposal to approve the Agreement and Plan of Merger (as it may be further amended or supplemented from time to time, the “Merger Agreement”) among the Company, SEP Acquisition Corp., a Delaware corporation (“SEPA”), and SEP Acquisition Holdings Inc., a Nevada corporation and a wholly-owned subsidiary of SEPA (“Merger Sub”), for the purposes set forth in the Merger Agreement (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, are collectively referred to as the “Business Combination”), and the transactions contemplated thereby, including the Business Combination, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity of the Business Combination and becoming a subsidiary of SEPA (the “Business Combination Proposal”). For Against Abstain Broker Non-Votes 798,379,869 5,221,765 71,525 0”
Material Agreements

SANUWAVE Health, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at aggregate principal amount of approximately $4.6 million (effective 2024-01-21).

“On January 21, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), with the Purchasers for the sale by the Company in a private placement (the “January Private Placement”) of (i) the Company’s Future Advance Convertible Promissory Notes in an aggregate principal amount of approximately $4.6 million”
Earnings Releases

SANUWAVE Health, Inc. reported the quarter and fiscal year ended December 31, 2023 results: revenue preliminary revenues of $6.6 million to $6.8 million for the fourth quarter ended December 31, 2023.

“announced that revenues for the fourth quarter of 2023 are expected to be in the range of $6.6 to $6.8 million”
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.

“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.”
Material Agreements

SANUWAVE Health, Inc. entered into Registration Rights Agreement with the Purchasers (effective 2023-12-30).

“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”),”
Material Agreements

SANUWAVE Health, Inc. entered into Securities Purchase Agreement with the Purchasers valued at approximately $1.9 million (effective 2023-12-30).

“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”
Earnings Releases

SANUWAVE Health, Inc. reported the third quarter ended September 30, 2023 results: revenue $5.0 million, net income $23.7 million. Guidance reaffirmed.

“care products, today announced its 3rd quarter 2023 results. For the three months ended September 30, 2023: ■ Revenue for the three months ended September 30, 2023 totaled $5.0 million, an increase of 19%, as compared to $4.2 million for the same period of 2022. This growth falls within the previously provided guidance range of an approximately 15 to 25%”
Earnings Releases

SANUWAVE Health, Inc. reported third quarter ended September 30, 2023 results: revenue $4.7 million to $4.9 million.

“99.1 Exhibit 99.1 SANUWAVE Health Announces Preliminary Revenue Results for the Third Quarter Ended September 30, 2023 SANUWAVE is pleased to announce preliminary revenues of $4.7 million to $4.9 million for the third quarter ended September 30, 2023 Results indicate 13-18% growth rate over Q3 2022 UltraMist revenues (systems and consumables) increased in excess”
Material Agreements

SANUWAVE Health, Inc. entered into Agreement and Plan of Merger with SEP Acquisition Corp. valued at 7,793,000 shares of Class A Common Stock of SEPA as merger consideration (effective 2023-08-23).

“On August 23, 2023, SANUWAVE Health, Inc., a Nevada corporation (“ SANUWAVE ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among SEP Acquisition Corp., a Delaware corporation (“ SEPA ”), SEP Acquisition Holdings Inc., a Nevada corporation and a wholly owned subsidiary of SEPA (“ Merger Sub ”), and SANUWAVE.”
Earnings Releases

SANUWAVE Health, Inc. reported second quarter ended June 30, 2023 results: revenue $4.7 million, net income $7.3 million. Guidance reaffirmed.

“wound care products, today announced its 2nd quarter 2023 results. For the three months ended June 30, 2023: ■ Revenue for the three months ended June 30, 2023 totaled $4.7 million, an increase of 20%, as compared to $3.9 million for the same period of 2022. This growth falls within the previously provided guidance range of 15-25% for Q2 2023. Revenue for”

Andrew Walko was appointed as President at SANUWAVE Health, Inc..

“Effective July 31, 2023, the Board of Directors of SANUWAVE Health, Inc. (the “Company”) appointed Andrew Walko as the Company’s President.”
Debt Financings

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

“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”).”
Material Agreements

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).

“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.”
Material Agreements

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).

“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”).”
Material Agreements

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).

“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”).”
Material Agreements

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).

“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”).”
Earnings Releases

SANUWAVE Health, Inc. reported the second quarter ended June 30, 2023 results: revenue $4.5 million to $4.7 million.

“SANUWAVE is pleased to announce preliminary revenues of $4.5 million to $4.7 million for Q2 ended June 30, 2023”
Debt Financings

SANUWAVE Health, Inc. amended credit facility of original principal amount of the notes with NH Expansion Credit Fund Holdings LP at 20.25% per annum.

“On June 23, 2023, SANUWAVE Health, Inc., a Nevada corporation (the “Company”), entered into a Fourth Amendment to Note and Warrant Purchase and Security Agreement (the “Amendment”), which amends that certain Note and Warrant Purchase and Security Agreement, dated as of August 6, 2020 (as amended, the “NWPSA”), with the noteholder party thereto (the “Holder”) and NH Expansion Credit Fund Holdings LP, as agent (the “Agent”).”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.