0001493152-20-000883.txt : 20200121 0001493152-20-000883.hdr.sgml : 20200121 20200121171511 ACCESSION NUMBER: 0001493152-20-000883 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200121 DATE AS OF CHANGE: 20200121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANUWAVE Health, Inc. CENTRAL INDEX KEY: 0001417663 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 201176000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84800 FILM NUMBER: 20537005 BUSINESS ADDRESS: STREET 1: 3360 MARTIN FARM RD STREET 2: SUITE 100 CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 770-419-7525 MAIL ADDRESS: STREET 1: 3360 MARTIN FARM RD STREET 2: SUITE 100 CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: RUB MUSIC ENTERPRISES, INC. DATE OF NAME CHANGE: 20071106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Opaleye Management Inc. CENTRAL INDEX KEY: 0001595855 IRS NUMBER: 205648796 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: SUITE 2600 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-904-9195 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: SUITE 2600 CITY: BOSTON STATE: MA ZIP: 02108 SC 13G 1 sc13g.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

SANUWAVE HEALTH INC.

 

(Name of Issuer)

 

Common stock, $0.001 par value per share

 

(Title of Class of Securities)

 

80303D107

 

(CUSIP Number)

 

January 8, 2020

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[  ] Rule 13d-1(b)

 

[X] Rule 13d-1(c)

 

[  ] Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

   
CUSIP No. 80303D10713GPage 2 of 8 Pages

 

  NAMES OF REPORTING PERSONS
  Opaleye Management Inc.
   
1

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

20-5648796

   
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) [  ]
2 (b) [  ]
  SEC USE ONLY
   
3  
  CITIZENSHIP OR PLACE OF ORGANIZATION
   
4 Massachusetts

NUMBER OF SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON WITH:

   SOLE VOTING POWER
   
5 0
  SHARED VOTING POWER
   
6 14,717,714
  SOLE DISPOSITIVE POWER
   
7 0
  SHARED DISPOSITIVE POWER
   
8 14,717,714

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9 14,717,714
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10 [  ]
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11 5.08% *
  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12 CO

 

* Based upon an aggregate of 289,977,870 shares of common stock issued and outstanding, including 268,906,727 shares of common stock issued and outstanding on November 11, 2019 as reported by the Issuer on its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019 and 21,071,143 shares of common stock issued in a private placement offering on December 11, 2019, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on December 27, 2019. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.

 

   
CUSIP No. 80303D10713GPage 3 of 8 Pages

 

  NAMES OF REPORTING PERSONS
1

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Opaleye, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) [  ]
2 (b) [  ]
  SEC USE ONLY
   
3  
  CITIZENSHIP OR PLACE OF ORGANIZATION
   
4 Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON WITH:

   SOLE VOTING POWER
   
5 0
  SHARED VOTING POWER
   
6 14,717,714
  SOLE DISPOSITIVE POWER
   
7 0
  SHARED DISPOSITIVE POWER
   
8 14,717,714

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9 14,717,714
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10 [  ]
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11 5.08% *
  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12 PN

 

* Based upon an aggregate of 289,977,870 shares of common stock issued and outstanding, including 268,906,727 shares of common stock issued and outstanding on November 11, 2019 as reported by the Issuer on its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019 and 21,071,143 shares of common stock issued in a private placement offering on December 11, 2019, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on December 27, 2019. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.

 

   
CUSIP No. 80303D10713GPage 4 of 8 Pages

 

  NAMES OF REPORTING PERSONS
1

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

James Silverman

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
  (a) [  ]
2 (b) [  ]
  SEC USE ONLY
   
3  
  CITIZENSHIP OR PLACE OF ORGANIZATION
   
4 United States

NUMBER OF SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON WITH:

   SOLE VOTING POWER
   
5 0
  SHARED VOTING POWER
   
6 14,717,714
  SOLE DISPOSITIVE POWER
   
7 0
  SHARED DISPOSITIVE POWER
   
8 14,717,714

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9 14,717,714
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10 [  ]
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11 5.08% *
  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12 IN

 

* Based upon an aggregate of 289,977,870 shares of common stock issued and outstanding, including 268,906,727 shares of common stock issued and outstanding on November 11, 2019 as reported by the Issuer on its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019 and 21,071,143 shares of common stock issued in a private placement offering on December 11, 2019, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on December 27, 2019. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.

 

   
CUSIP No. 80303D10713GPage 5 of 8 Pages

 

Item 1(a).   Name of Issuer:
     
   

The name of the issuer is SANUWAVE Health, Inc. (the “Company”).

     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
   

The Company’s principal executive offices are located at 3360 Martin Farm Road, Suite 100, Suwanee, Georgia 30024.

     
Item 2(a).   Name of Person Filing.
     
   

This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons” with respect to the shares of common stock of the Company:

     
    Opaleye Fund
     
    Opaleye, L.P. (the “Opaleye Fund”), a private fund formed in the state of Delaware.
     
    Investment Manager
     
   

Opaleye Management Inc. (the “Investment Manager”), with respect to the shares of common stock held by the Opaleye Fund, a private fund to which the Investment Manager serves as investment manager. The Investment Manager also serves as a portfolio manager for a separate managed account (the “Managed Account”) and may be deemed to indirectly beneficially own securities owned by the Managed Account. The Investment Manager disclaims beneficial ownership of the shares held by the Managed Account.

     
    Reporting Individual
     
   

Mr. James Silverman (the “Reporting Individual”), with respect to the shares of common stock held by the Opaleye Fund. Mr. Silverman is the President of the Investment Manager.

     
Item 2(b).   Address of Principal Business Office or, if None, Residence.
     
    One Boston Place, 26th Floor
    Boston, Massachusetts 02108
     
Item 2(c).   Citizenship.
     
    Citizenship is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
     
Item 2(d).   Title of Class of Securities.
     
   

Common stock, $0.001 par value per share

     
Item 2(e).   CUSIP Number.
     
    80303D107

 

   
CUSIP No. 80303D10713GPage 6 of 8 Pages

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a) [  ] Broker or dealer registered under Section 15 of the Exchange Act.
     
(b) [  ] Bank as defined in Section 3(a)(6) of the Exchange Act.
     
 (c) [  ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
(d) [  ] Investment company registered under Section 8 of the Investment Company Act.
     
(e) [  ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f) [  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g) [  ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h) [  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i) [  ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j) [  ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
     
(k) [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

Item 4. Ownership.

 

(a) Amount beneficially owned:
   
 

Opaleye Management Inc. — 14,717,714 shares of common stock*

 

Opaleye, L.P. — 14,717,714 shares of common stock*

  James Silverman — 14,717,714 shares of common stock*

 

* Includes 420,000 shares of common stock held by the Managed Account

 

(b) Percent of class:
   
  Opaleye Management Inc. — 5.08%**
 

Opaleye, L.P. — 5.08%**

  James Silverman — 5.08%**

 

** Based upon an aggregate of 289,977,870 shares of common stock issued and outstanding, including 268,906,727 shares of common stock issued and outstanding on November 11, 2019 as reported by the Issuer on its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019 and 21,071,143 shares of common stock issued in a private placement offering on December 11, 2019, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on December 27, 2019. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.

 

   
CUSIP No. 80303D10713GPage 7 of 8 Pages

 

(c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote:

     
    Opaleye Management Inc. — 0 shares
    Opaleye, L.P. — 0 shares
    James Silverman — 0 shares
     
  (ii) Shared power to vote or to direct the vote:
     
   

Opaleye Management Inc. — 14,717,714 shares of common stock*

   

Opaleye, L.P. — 14,717,714 shares of common stock*

   

James Silverman — 14,717,714 shares of common stock*

 

* Includes 420,000 shares of common stock held by the Managed Account

 

  (iii) Sole power to dispose or to direct the disposition of:
     
    Opaleye Management Inc. — 0 shares
    Opaleye, L.P. — 0 shares
    James Silverman — 0 shares
     
  (iv) Shared power to dispose or to direct the disposition of:
     
   

Opaleye Management Inc. — 14,717,714 shares of common stock*

   

Opaleye, L.P. — 14,717,714 shares of common stock*

    James Silverman — 14,717,714 shares of common stock*

 

* Includes 420,000 shares of common stock held by the Managed Account

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [  ].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

   
CUSIP No. 80303D10713GPage 8 of 8 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: January 21, 2020 By: /s/ James Silverman
    James Silverman
     
  Opaleye, L.P.
     
Date: January 21, 2020 By: /s/ James Silverman
  Name: James Silverman
  Title: Managing Member of Opaleye
    GP LLC, the General Partner of
    Opaleye, L.P.
     
  Opaleye Management Inc.
     
Date: January 21, 2020 By: /s/ James Silverman
  Name: James Silverman
  Title: President

 

   
   

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated January 21, 2020, is entered into by and among Opaleye Management Inc., a Massachusetts corporation, Opaleye, L.P., a Delaware limited partnership and James Silverman, an individual (collectively referred to herein as (the “Filers”). Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13G with respect to shares of common stock , $0.001 par value per share, of SANUWAVE Health, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

 

DATED: January 21, 2020

 

  By: /s/ James Silverman
    James Silverman
     
  Opaleye, L.P.
     
  By: /s/ James Silverman
  Name: James Silverman
  Title: Managing Member of
    Opaleye GP LLC, the General Partner
    of Opaleye, L.P.
     
  Opaleye Management Inc.
     
  By: /s/ James Silverman
  Name: James Silverman
  Title: President