UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2010
SANUWAVE HEALTH, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Nevada
|
|
000-52985
|
|
20-1176000 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
11680 Great Oaks Way, Suite 350, Alpharetta, Georgia
|
|
30022 |
| |
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (678) 581-6843
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2010, SANUWAVE Health, Inc., a Nevada corporation (the “Company”), issued a
convertible promissory note, in the principal amount of $200,000, to Kevin and Margaret Richardson
(the “Note”). Kevin Richardson is a member of the Company’s board of directors. The Note accrues
interest at 5% per annum. The Note, together with all accrued and unpaid interest, is due and
payable 90 days after the issuance of the Note (the “Maturity Date”). If the Note is not paid or
converted prior to the Maturity Date, the Company shall issue to the holder a warrant to purchase
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a
purchase price of $4.00 per share. The number of shares issuable upon the exercise of the warrant
shall be determined by dividing the sum of the principal and interest payable under the Note by 20.
Upon the consummation of a qualified financing, the Company shall cause the conversion of the
unpaid principal and interest on the Note into (A) shares of Common Stock (the number of shares to
be determined by dividing the unpaid principal and interest on the Note by the conversion price),
(B) a warrant to purchase the same number of shares of Common Stock that the holder would have
received if the holder had invested an amount equal to the unpaid principal and interest on the
Note in the qualified financing, and (C) any other securities to be issued pursuant to the
qualified financing in the same amounts and under the same terms that the holder would have
received if the holder had invested an amount equal to the unpaid principal and interest on the
Note in the qualified financing. Pursuant to the terms of the Note, a qualified financing means
the consummation of a private placement of not less than $3,000,000, in the aggregate, of Common
Stock. The conversion price of any securities issued to the holder shall be equal to the per share
purchase price of the Common Stock issued in the qualified financing.
In the event that the Note is not paid in full within three business days of the Maturity
Date, then, from and after the Maturity Date and until payment in full, interest will accrue on the
outstanding principal balance of the Note at the rate of 10% per annum. Pursuant to the terms of
the Note, the Company agreed to pay all costs and expenses of collection on the Note, including 15%
of the amount of principal and interest involved as attorneys’ fees in connection with such
collection. The Note is unsecured.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
See disclosure under Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
10.1
|
|
Convertible Promissory Note, dated August 12, 2010, issued by SANUWAVE
Health, Inc. to Kevin and Margaret Richardson |