Sanuwave (NASDAQ: SNWV) to hold yearly say-on-pay votes

Rhea-AI Filing Summary

Sanuwave Health, Inc. filed an amended report to update the outcome of its advisory vote on how often shareholders will be asked to approve executive compensation. After the 2025 annual meeting, where shareholders favored a one-year cycle, the Board decided on annual say-on-pay votes.

The Board resolved on January 7, 2026 to hold these advisory votes every year until the next required vote on frequency, which will occur no later than the company’s 2031 annual meeting of stockholders. No other items from the prior report were changed.

FALSE000141766300014176632025-08-192025-08-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 19, 2025

SANUWAVE Health, Inc.

(Exact name of registrant as specified in its charter)

Nevada			000-42552			20-1176000
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

9600 W. 76th Street, Suite 118,			Eden Prairie,			Minnesota			55344
(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.001 per share			SNWV			The Nasdaq Stock Market LLC

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

Explanatory Note

On August 20, 2025, Sanuwave Health, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) disclosing the voting results at the Company’s 2025 annual meeting of stockholders held on August 19, 2025 (the “Annual Meeting”). The sole purpose of this amendment (this “Amendment”) to the Form 8-K is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to how frequently the Company will conduct future stockholder advisory votes on the compensation paid to the Company’s named executive officers. No changes are being made to the Form 8-K, other than to add the disclosure set forth in this Amendment.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on, among other matters, an advisory vote regarding the frequency of future votes on the compensation paid to the Company’s named executive officers. The frequency of every one year received the highest number of votes cast by stockholders, consistent with the recommendation of the Company’s Board of Directors. On January 7, 2026, the Company’s Board of Directors determined that the Company will hold a stockholder advisory vote on the compensation paid to the Company’s named executive officers every one year, until the next stockholder advisory vote on the frequency of future votes on the compensation paid to the Company’s named executive officers, which will occur no later than the Company’s 2031 annual meeting of stockholders.

1

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: January 15, 2026			By:			/s/ Morgan Frank
			Name:			Morgan Frank
			Title:			Chief Executive Officer

2

FAQ

What did Sanuwave Health (SNWV) change in this 8-K/A filing?

Sanuwave Health updated its disclosure on how often it will hold advisory votes on executive compensation. The amendment states the Board chose an annual say-on-pay vote following shareholder preferences expressed at the 2025 annual meeting, without changing any other previously reported information.

How often will Sanuwave Health (SNWV) hold say-on-pay votes?

Sanuwave Health’s Board decided to hold shareholder advisory votes on executive compensation every one year. This annual schedule follows the 2025 shareholder vote, where the one-year frequency option received the highest support among the available choices on say-on-pay frequency.

Until when is Sanuwave’s annual say-on-pay schedule in effect?

The annual say-on-pay schedule will remain in place until the next shareholder vote on frequency, which must occur no later than Sanuwave’s 2031 annual meeting. At that time, shareholders will again indicate their preferred interval for future advisory compensation votes.

Did Sanuwave Health (SNWV) change any financial results in this amendment?

No financial results were changed; the amendment only adds the Board’s decision on say-on-pay vote frequency. The filing clarifies the company’s plan for future advisory votes on executive compensation, while leaving all other previously reported information from the earlier report unchanged.

When did Sanuwave’s Board make its say-on-pay frequency decision?

Sanuwave’s Board of Directors made its decision on January 7, 2026. That decision confirmed the company will hold an advisory vote on the compensation of named executive officers every year, reflecting the outcome of the frequency vote at the 2025 annual meeting.