SANUWAVE Health cuts two credit limits to $250K each

Permitted acquisitions and equity repurchases now need lenders’ written consent, subject to exceptions; each of two permitted caps is $250,000.

Rhea-AI Filing Summary

SANUWAVE Health, Inc. entered into an amendment to its credit agreement on October 28, 2026. The lenders waived any default or event of default that has arisen or may arise from the fixed charge coverage ratio for the twelve-month period ending September 30, 2026, being below the required level.

The amendment requires written lender consent for any Permitted Acquisition or use of Restricted Payments to repurchase the company’s outstanding equity, subject to exceptions. It lowers the permitted amounts for other secured indebtedness and subsidiary investments from $500,000 to $250,000 each. SANUWAVE agreed to pay a $5,000 amendment fee.

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Positive

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Negative

• Moderate pointCoverage-ratio covenant waiver: twelve-month test below required level, ending September 30, 2026.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Permitted other secured indebtedness before amendment: $500,000 Permitted other secured indebtedness after amendment: $250,000 Permitted subsidiary investments before amendment: $500,000 +2 more

5 metrics

Permitted other secured indebtedness before amendment $500,000 Prior permitted amount

Permitted other secured indebtedness after amendment $250,000 Amended permitted amount

Permitted subsidiary investments before amendment $500,000 Prior permitted amount

Permitted subsidiary investments after amendment $250,000 Amended permitted amount

Amendment fee $5,000 Fee agreed to by SANUWAVE

Key Terms

fixed charge coverage ratio, Permitted Acquisition, Restricted Payments

3 terms

fixed charge coverage ratio financial

"fixed charge coverage ratio for the twelve-month period ending September 30, 2026"

A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.

Permitted Acquisition technical

"any Permitted Acquisition (as defined in the Credit Agreement)"

Restricted Payments technical

"use of any Restricted Payments to repurchase the Company’s outstanding equity"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

FAQ

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What did SNWV's credit agreement amendment change?

SANUWAVE's lenders waived any default or event of default that has arisen or may arise from the fixed charge coverage ratio for the twelve-month period ending September 30, 2026, being below the required level. The amendment also requires written lender consent for any Permitted Acquisition or use of Restricted Payments for equity repurchases, subject to exceptions.

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Available on EDGAR 10/28/2026 - 05:16 PM EDT Accepted by SEC EDGAR 10/28/2026 - 05:15 PM EDT Learn about SEC filing dates

FALSE000141766300014176632026-10-282026-10-28

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 28, 2026

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

1

Item 1.01              Entry into a Material Definitive Agreement.

On October 28, 2026, Sanuwave Health, Inc., a Nevada corporation (the “Company”), entered into Amendment No. 1 to Credit Agreement and Waiver (the “Amendment”) to the credit agreement (the “Credit Agreement”), dated as of September 25, 2025, among the Company, as a borrower, Sanuwave, Inc., as a guarantor, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which (i) the lenders waived any default or event of default that has arisen or may arise from the fixed charge coverage ratio for the twelve-month period ending September 30, 2026, being below the level required by the Credit Agreement, (ii) the lenders under the Credit Agreement are now required to provide written consent for any Permitted Acquisition (as defined in the Credit Agreement) or the use of any Restricted Payments (as defined in the Credit Agreement) to repurchase the Company’s outstanding equity, subject to certain exceptions set forth in the Amendment, and (iii) the amount of permitted other secured indebtedness and the amount of permitted subsidiary investments were each lowered from $500,000 to $250,000. The Company also agreed to pay a $5,000 amendment fee.

The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 9.01              Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
10.1						Amendment No. 1 to Credit Agreement and Waiver, dated as of October 28, 2026, by and among Sanuwave Health, Inc., Sanuwave, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
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 28, 2026			By:			/s/ Morgan C. Frank
			Name:			Morgan C. Frank
			Title:			Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 47.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 10.7 KB