[8-K] SANUWAVE Health, Inc. Reports Material Event

Rhea-AI Filing Summary

SANUWAVE Health (SNWV) reported a leadership change and severance terms. Former President Andrew Walko was terminated without cause effective October 24, 2025, and entered a Separation and Release Agreement. The agreement provides $76,666.67 in cash, payable in equal installments over a four-month severance period, with an initial payment of one week’s base salary on October 31, 2025. Walko’s employee stock options will continue to vest during the severance period and remain exercisable until their stated expiration dates. The agreement includes a release of claims, confidentiality, and non-disparagement provisions.

Insights

Corporate governance analyst

Routine executive separation with quantified severance; neutral impact.

SANUWAVE Health disclosed a standard separation for its former President, providing cash severance of $76,666.67 over a four-month period. This aligns with typical executive exit structures that exchange severance for releases and restrictive covenants.

Stock options continue to vest during the severance period and remain exercisable until their original expirations, which maintains previously granted incentive timelines rather than accelerating them. Cash-flow effects are modest and scheduled over installments.

The filing lists customary terms—release of claims, confidentiality, and non-disparagement. There are no disclosed changes to strategy or guidance; investor impact appears administrative based on the provided details.

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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) October 24, 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

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

As previously disclosed, on September 25, 2025, Andrew Walko, the former President of Sanuwave Health, Inc. (the “Company”), was terminated without cause, effective as of October 24, 2025 (the “Separation Date”). On the Separation Date, Mr. Walko and the Company entered into a Separation and Release Agreement (the “Separation Agreement”), pursuant to which Mr. Walko will receive an aggregate of $76,666.67 in cash, which is approximately equal to four months plus one week of his annual base salary, less applicable federal and state taxes, payable in equal installments over the four-month period following the Separation Date (the “Severance Period”), with the initial installment of one week’s base salary payable on October 31, 2025 and the remaining installments beginning after the expiration of the recission period described in the Separation Agreement. In addition, the Separation Agreement provides that Mr. Walko’s employee stock options will continue to vest during the Severance Period and shall remain outstanding and exercisable until their respective expiration dates. The Severance Agreement also includes a release of claims in favor of the Company and customary confidentiality and non-disparagement provisions.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified by reference to the full text of the Separation Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01              Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
10.1						Separation and Release Agreement, dated October 24, 2025, between Andrew Walko and the Company.
104						Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

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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: October 30, 2025			By:			/s/ Morgan Frank
			Name:			Morgan Frank
			Title:			Chief Executive Officer

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FAQ

What did SANUWAVE (SNWV) disclose about Andrew Walko?

He was terminated without cause effective October 24, 2025, and signed a Separation and Release Agreement.

How much severance will Andrew Walko receive from SNWV?

An aggregate cash severance of $76,666.67, paid in equal installments over a four-month severance period.

When does the initial severance payment occur for SNWV’s former President?

An initial payment of one week’s base salary is due on October 31, 2025.

What happens to Andrew Walko’s SNWV stock options?

Options continue to vest during the four-month severance period and remain exercisable until their respective expiration dates.

Does the SNWV separation agreement include legal protections?

Yes. It includes a release of claims, and customary confidentiality and non-disparagement provisions.

Is there an exhibit with the full SNWV separation agreement?

Yes. Exhibit 10.1 is the Separation and Release Agreement dated October 24, 2025.