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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)November 12, 2024
SANUWAVE Health, Inc.
(Exact name of registrant as specified in its charter)
Nevada000-5298520-1176000
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
11495 Valley View Road,Eden Prairie,Minnesota55344
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code(952)656-1029
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 (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)
Name of each exchange on which
registered
N/AN/AN/A

Indicate by check mark whether the registration is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2024, Sanuwave Health, Inc. (the “Company”) entered into an Acknowledgment and Mutual Agreement with Kevin A. Richardson, II, a director of the Company. As previously disclosed, on May 23, 2023, Mr. Richardson entered into a Transition and Separation Agreement with the Company (the “Transition Agreement”), pursuant to which Mr. Richardson served as the Company’s Chief Strategy Officer for a period of 12 months. In accordance with the terms of the Transition Agreement, Mr. Richardson’s employment as the Company’s Chief Strategy Officer automatically terminated on May 23, 2024, but he continued to serve as a director of the Company.

Pursuant to the Acknowledgment and Mutual Agreement, Mr. Richardson resigned as a director of the Company on November 12, 2024, and he and the Company agreed to a mutual non-disparagement covenant. The Company and Mr. Richardson also entered into an Amendment to Stock Option Agreement, pursuant to which the 66,667 options granted to Mr. Richardson on October 22, 2024 fully vested as of the effective date of the Acknowledgment and Mutual Agreement; in addition, these options will now remain outstanding and exercisable following Mr. Richardson’s resignation until their expiration date of October 22, 2034.

The foregoing descriptions of the Acknowledgment and Mutual Agreement and Amendment to Stock Option Agreement do not purport to be complete and are qualified in their entirety by reference to the Acknowledgment and Mutual Agreement and Amendment to Stock Option Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01              Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
No.
Description
Acknowledgment and Mutual Agreement, effective as of November 12, 2024, by and between the Company and Kevin A. Richardson, II
Amendment to Stock Option Agreement, dated as of November 12, 2024, by and between the Company and Kevin A. Richardson, II
104Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SANUWAVE HEALTH, INC.
Dated: November 13, 2024
By:/s/ Peter Sorensen
Name:Peter Sorensen
Title:Chief Financial Officer

Exhibit 10.1
ACKNOWLEDGMENT AND MUTUAL AGREEMENT

This Acknowledgment and Mutual Agreement (“Acknowledgment”) is entered into by and between Kevin Richardson, II (“Richardson”) and SANUWAVE Health, Inc. (“SANUWAVE” together with its affiliates, the “Company”), effective as of November 12, 2024 (“Effective Date”).

BACKGROUND

A.Richardson and SANUWAVE entered into a Transition and Separation Agreement effective as of May 23, 2023 (together with its exhibits, the “Transition Agreement”).

B.Following the parties’ execution of the Transition Agreement, and in accordance with the terms of the Transition Agreement, Richardson provided transitional services to the Company, following which his employment with the Company ended as of May 23, 2024.

C.The parties have agreed to conclude their relationship amicably and to confirm certain details regarding Richardson’s separation from the Company.

The parties, therefore, agree as follows:

1.    Option Grant. The Company has granted Richardson 66,667 options (equivalent to 25,000,125 shares of pre reverse split stock) (the “Options”), as approved by the Board of Directors of SANUWAVE (the “Board”), which shall be subject to the terms of the applicable option agreement (“Option Agreement” and Amendment thereto (the “Amendment”)), forms of which are attached hereto as Exhibit A. The Options shall be fully vested as of the date hereof and shall remain valid through their standard 10-year term per the Option Agreement.

2.    Full and Final Payment. Richardson hereby acknowledges and confirms that the Options constitute his full and final payment from the Company, and he has been fully paid by the Company for all compensation and benefits he earned during his employment and Board representation with the Company and any other services provided to the Company through the date hereof, including without limitation all wages, salary, incentive compensation, equity entitlements, bonuses, commissions, accrued paid time off and/or vacation due to him whether as an employee or Board member through and including the date hereof. Richardson agrees that, other than the Options, the Company does not owe to Richardson any other payments or entitlements of any kind whether for his service as an employee, Board member, or in any other capacity.

3.    Board Resignation. In furtherance of the amicable conclusion of the relationship between the parties, Richardson hereby resigns on the date hereof from the Board and contemporaneous with the signing of this Acknowledgment and complete execution of the



Option Agreement and the Amendment, is signing the resignation letter attached hereto as Exhibit B.

4.    Mutual Non-Disparagement. Each of Richardson and the Company (which for the purposes of this Agreement, is limited to the Company’s senior executive team, Board, human resources department and any Company employee, agent or representative who the Company expressly authorizes in writing to speak with respect to Mr. Richardson and his engagement with and work for the Company) agree that it and he will not make, either itself or through an agent, any oral or written statements or omissions that are or reasonably could be interpreted to be disparaging or defamatory concerning the other (including its employees and directors, or any related entities) to anyone other than in private and privileged conversations with his or its legal advisor, spouse, or tax advisor, or as required by law or administrative agency process, including, but not limited to, statements about business practices, the activities of employees and directors, financial status, business or marketing plans, and events in the workplace. This prohibition includes but is not limited to making statements on social media and/or other media in any forum, and whether or not signed by or acknowledged as authored by the party. Notwithstanding any language above to the contrary, nothing in this Acknowledgment is intended to, and does not, interfere with either party’s rights under federal, state or local laws to file a charge of discrimination with the Equal Employment Opportunity Commission or any similar state or local administrative agency, to participate in any investigation or proceeding conducted by any governmental agency, or to provide truthful in response to any subpoena or other legal process.

5.    Entire Agreement. Richardson and the Company acknowledge that this Acknowledgment represents the full agreement and understanding between the Company and Richardson related to the subject matter herein and supersedes any prior understandings and agreements between Richardson and the Company related to that subject matter; provided however, nothing in this Acknowledgment shall supersede or replace any ongoing commitments of the parties under the Transition Agreement.

****

Dated: November 12, 2024 /s/ Kevin Richardson, II
Kevin Richardson, II
Dated: November 12, 2024
SANUWAVE HEALTH, INC.
 /s/ Morgan C. Frank
By: Morgan C. Frank
Its: Chief Executive Officer



EXHIBIT A

Form of Option Agreement and Amendment













































EXHIBIT B

Letter of Resignation



November 12, 2024


To:     SANUWAVE Health, Inc. (the “Company”)

    Re:    Resignation from the Board of Directors

To Whom It May Concern:

    Please be advised that I hereby resign from the Board of Directors of the Company, effective as of the date set forth above.

Signed:
Printed:
 Kevin Richardson, II


Exhibit 10.2
SANUWAVE HEALTH, INC.
2024 EQUITY INCENTIVE PLAN
Amendment to Stock Option Agreement

This Amendment (the “Amendment”), made and entered into as of November 12, 2024, by and between SANUWAVE Health, Inc. (the “Company”) and Kevin Richardson, II (the "Participant"), amends the terms and conditions of a certain award agreement governing the terms of stock options granted under the Plan (as defined below). Unless otherwise defined herein, the capitalized terms used herein shall have the definitions set forth in the Award Agreement (as defined below) or Plan.
WHEREAS, the Company maintains the SANUWAVE Health, Inc. 2024 Equity Incentive Plan (the “Plan”);
WHEREAS, the Company granted the Participant 66,667 Stock Options (the “Options”) pursuant to a Grant Notice and Stock Option Agreement with the Company dated as of October 22, 2024 (collectively, the "Award Agreement"); and
WHEREAS, the Company and the Participant have entered into the Acknowledgment and Mutual Agreement dated November 12, 2024 (the “Acknowledgment Agreement”), in which the Company and the Participant have agreed to amend the Award Agreement in the manner provided in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein below and other good and valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged, the Participant and the Company hereby agree as follows:
1.    The Vesting and Exercise Schedule in the Grant Notice to the Award Agreement is hereby deleted and replaced with the following:
“Vesting and Exercise Schedule: The shares covered by this Option are fully vested and exercisable on the Grant Date set forth above.”
2.    Section 2(a) of the Award Agreement is hereby deleted in its entirety and replaced with the following:
“Option Vesting. This Option is fully vested and exercisable on the Grant Date set forth in the Grant Notice.”
3.    Section 2(b) is hereby deleted in its entirety and replaced with the following:
“Intentionally omitted.”
4.    Section 3(b) and Section 3(c) are hereby deleted in their entirety.
5.    Section 4 is hereby deleted in its entirety and replaced with the following:
    


“Service Requirement. The Company hereby waives the condition of Continuous Service to the Company or any Affiliate as it relates to the vesting and exercisability of the Options as outlined in the Plan or in this Agreement. Notwithstanding Section 6(e) of the Plan and the Participant’s termination of Continuous Service with the Company, the Options will remain outstanding and exercisable until the Expiration Date set forth in the Grant Notice.”
6.    Section 5 is hereby edited to delete “Subject to Section 4,” from the first sentence of Section 5 and to replace the first “the” with the word “The”.
7.    The last sentence in Section 13 is hereby deleted and replaced with the following:
“If there is any conflict between the provisions of this Agreement, as amended by the Amendment, and the Plan, the provisions of this Agreement, as amended by the Amendment, will govern.”
8.    Except for the matters set forth in this Amendment, all other terms of the Award Agreement shall remain unchanged and in full force and effect.
9.    This Amendment may be executed in the original or by facsimile in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument.
[Signature Page Follows]
    


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

PARTICIPANT
SANUWAVE HEALTH, INC.
 /s/ Kevin Richardson, II
 /s/ Morgan Frank
By: Kevin Richardson, II
By: Morgan Frank
Date: November 12, 2024
Date: November 12, 2024

    

v3.24.3
Cover
Nov. 13, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 12, 2024
Entity Registrant Name SANUWAVE Health, Inc.
Entity Incorporation, State or Country Code NV
Entity File Number 000-52985
Entity Tax Identification Number 20-1176000
Entity Address, Address Line One 11495 Valley View Road,
Entity Address, City or Town Eden Prairie,
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55344
City Area Code (952)
Local Phone Number 656-1029
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001417663
SANUWAVE Health (QB) (USOTC:SNWVD)
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SANUWAVE Health (QB) (USOTC:SNWVD)
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