STOCK TITAN

SANUWAVE Health, Inc. 8-K Filings

SNWV NASDAQ

Every 8-K that SANUWAVE Health, Inc. (SNWV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SNWV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SNWV filings page.

Rhea-AI Summary

Sanuwave Health reported Q2 2026 results with softer revenue and earnings. Revenue was $9.7 million, down 3% from $10.1 million, and gross margin was 76.2% versus 78.1% a year earlier. Ultramist system sales declined to 82 units from 116, while Ultramist applicator revenue grew 13% to $7.3 million, accounting for roughly three-quarters of total revenue.

The business shifted from profit to loss: Q2 operating loss was $0.3 million versus $1.4 million income, and net loss was $0.7 million versus $0.6 million income in Q2 2025. Adjusted EBITDA fell to $1.2 million from $3.2 million. Management highlighted a challenging advanced wound care market, CMS reimbursement changes, and a growing secondary market for used Ultramist systems as pressures on new system sales. In light of Medicare reimbursement developments and a CMS proposed rule for 2027 code 97610, Sanuwave withdrew its 2026 guidance and does not plan to provide new guidance until after CMS issues its final rule, anticipated in the fourth quarter of 2026.

Rhea-AI Summary

Sanuwave Health, Inc. reported preliminary, unaudited revenue for the quarter ended June 30, 2026 in the range of $9.6–$9.8 million, above the high end of its revised guidance of $8.5–$9.5 million. Preliminary Q2 2026 revenue is approximately 3–5% lower than the $10.1 million reported in the second quarter of 2025.

Management highlighted headwinds in capital equipment sales from customer financial stress and a growing secondary market for used Ultramist systems, while noting record revenues and unit sales for consumable applicators. The revenue figures are based on initial analysis and may change after the completion of quarter-end closing and review procedures.

Rhea-AI Summary

Sanuwave Health updated its outlook for the quarter ending June 30, 2026, now expecting second-quarter revenue between $8.5 million and $9.5 million, which is below the guidance discussed on its prior quarterly call.

The company cites worsening conditions in the capital equipment market for its Ultramist system, driven by widespread clawbacks of CMS reimbursement for skin substitutes and allografts. These clawbacks are pressuring wound care practices, leading to closures and a growing secondary market for used Ultramist systems that is weighing on new system sales.

Despite weaker capital equipment demand, Sanuwave reports that applicator and other consumable volumes remain strong and that it is on pace for a record quarterly unit volume of consumables in the second quarter. Management emphasizes a focus on supporting new users, especially those acquiring systems via the secondary market, and remains optimistic about its product pipeline and longer-term potential while acknowledging near-term challenges for capital sales.

Rhea-AI Summary

Sanuwave Health, Inc. reported results from its 2026 annual stockholder meeting held on June 11, 2026. Stockholders elected five directors—Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller and James Tyler—to serve until the 2027 annual meeting, with each nominee receiving more votes for than withheld.

Stockholders also ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 6,057,957 votes for and limited opposition. In an advisory, non-binding vote, investors approved the compensation paid to the company’s named executive officers, with 4,666,444 votes for and 385,238 against.

Rhea-AI Summary

Sanuwave Health reported Q1 2026 results showing modest growth but weaker profitability. Revenue for the quarter ended March 31, 2026 was $9.6 million, up 3.1% from $9.3 million a year earlier and the highest first-quarter revenue in the company’s history. Ultramist® products generated 100% of revenue, with consumables revenue rising 15.0% to $6.7 million.

Gross margin remained strong at 77.3%, slightly below 79.0% last year, mainly due to lower wholesale pricing to resellers. Operating results deteriorated, with a GAAP operating loss of $1.1 million compared to operating income of $0.6 million in Q1 2025, driven by higher selling, marketing, and R&D expenses. Net loss was $1.4 million versus $6.1 million, largely because the prior-year period included a $4.9 million non-cash loss on derivative liabilities.

On a non-GAAP basis, Adjusted EBITDA was $1.1 million, down from $2.3 million in the prior-year quarter. The company ended the quarter with $10.8 million in cash and cash equivalents and stockholders’ equity of $1.8 million. Management forecasts Q2 2026 revenue of $11.1–$11.6 million, a 10–15% increase from Q2 2025, and reiterates full-year 2026 revenue guidance of $51.0–$55.0 million, implying 16–25% growth over 2025.

Rhea-AI Summary

Sanuwave Health, Inc. reported preliminary revenue for the quarter ended March 31, 2026 of $9.6–$9.7 million, an increase of 3–4% over the same quarter in 2025 and in line with its prior Q1 guidance.

Management noted that several larger deals slipped out of the quarter but remain active, contributing to results landing toward the lower end of the guided range. The company highlighted disruption in advanced wound care from reimbursement changes for skin substitutes and allografts, which has caused some customers to pause or scale back activity.

Sanuwave described strong practitioner interest in its Ultramist technology at a recent wound care conference and indicated it plans to “lean in” to the market rather than pull back. The company emphasized that these figures are preliminary and may change when full Q1 results are reported in May.

Rhea-AI Summary

Sanuwave Health reported record results for Q4 and full year 2025, with revenue of $13.4 million in Q4, up 29.7%, and full-year revenue of $44.1 million, up 35.0% from 2024. UltraMIST systems and consumables drove nearly all sales.

Q4 2025 gross margin was 74.7%, affected by a $0.5 million PACE inventory write-off, while full-year gross margin improved to 77.1% from 75.2%. Q4 operating income was $2.0 million, and full-year operating income rose to $4.9 million.

Net income reached $7.7 million in Q4 and $11.8 million for 2025, compared with net losses in 2024. Adjusted EBITDA was $4.8 million for Q4 and $13.6 million for 2025. The company guides 2026 revenue to $51.0–55.0 million, implying 16–25% growth.

Rhea-AI Summary

Sanuwave Health, Inc. determined that several previously issued quarterly and annual financial statements can no longer be relied upon due to unrecorded state sales and use tax obligations. The company plans to restate its 2024 annual results and all affected 2024–2025 interim periods in its 2025 Form 10-K.

Based on its ongoing review, Sanuwave expects to record an aggregate increase in reported liabilities of between $4.9 million and $5.2 million as of December 31, 2025. It also expects additional expenses, including taxes, interest and penalties, of $1.6 million to $1.8 million for 2024 and $1.7 million to $1.9 million for 2025. Management is evaluating the impact on internal control over financial reporting and may identify additional material weaknesses, with conclusions to be disclosed in the 2025 Form 10-K, which it expects to file on time.

Rhea-AI 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.

Rhea-AI Summary

Sanuwave Health (SNWV) furnished an 8-K announcing it issued a press release with financial results for the third quarter ended September 30, 2025.

The company also scheduled a business update conference call for November 7, 2025 at 8:30 a.m. EST. The press release is included as Exhibit 99.1, with materials available on the investor relations website. The information under Item 2.02 is being furnished, not filed.

Rhea-AI 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.

Rhea-AI Summary

SANUWAVE Health, Inc. reported several senior leadership changes. On September 25, 2025, Daniel Coyle was appointed Chief Operating Officer. He previously served as Vice President of Engineering and Operations since October 2024 and earlier worked as a Program Director at Nextern, a medical device manufacturer.

Effective with his promotion, Mr. Coyle’s annualized base salary was set at $225,000 and his annual cash bonus opportunity for the remainder of 2025 was set at 40% of base salary. He is also scheduled to receive options to purchase 60,000 shares of common stock on October 9, 2025, vesting in 12 equal quarterly installments.

Immediately before Mr. Coyle’s appointment, former Chief Operating Officer Peter Stegagno was moved to the role of Chief Regulatory Officer, and the board determined he no longer meets the definitions of “officer” or “executive officer” under Exchange Act rules. On the same date, President Andrew Walko was terminated without cause, effective October 24, 2025, and the company does not plan to appoint a new President at this time.

Rhea-AI Summary

Sanuwave Health, Inc. entered into a new secured credit agreement with JPMorgan Chase Bank and other lenders. The agreement provides a $23.0 million secured term loan maturing September 25, 2029 and a $5.0 million secured revolving credit facility maturing September 25, 2027, with revolver availability based on eligible accounts receivable. Proceeds, together with cash on hand, were used to repay all outstanding indebtedness under the prior Note and Warrant Purchase and Security Agreement and to pay related fees and expenses.

Loans bear interest at the Company’s option at term SOFR plus 3.50% or a base rate plus 2.50%, with quarterly amortization on the term loan and prepayment permitted without premium, subject to SOFR breakage costs. The credit facilities are secured by liens on substantially all tangible and intangible assets of the Company and its guarantor subsidiaries and include financial covenants requiring a maximum total leverage ratio of 2.50 to 1.00 and a minimum fixed charge coverage ratio of 1.25 to 1.00, along with customary covenants and events of default.

Rhea-AI Summary

Sanuwave Health, Inc. reports that a third-party licensee has exercised its option to acquire a portfolio of Sanuwave, Inc. patents related to intravascular shockwave applications. The option exercise follows an exclusive license and option agreement originally entered into on March 6, 2024, which included a one-time $2.5 million payment for the exclusive license and option rights. Upon exercising the option on August 21, 2025, the licensee made an additional $5.0 million cash payment to Sanuwave, Inc., providing a further influx of cash tied to this patent portfolio.

Rhea-AI Summary

SANUWAVE Health, Inc. reported the results of its 2025 annual stockholder meeting and an amendment to its equity incentive plan. Stockholders approved an amendment to the 2024 Equity Incentive Plan to increase the total number of shares of common stock authorized for issuance under the plan by 500,000 shares, following prior approval by the Board on June 6, 2025.

All five director nominees—Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller and James Tyler—were elected to serve until the 2026 annual meeting. Stockholders also ratified the appointment of Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2025, approved executive compensation in an advisory vote, and indicated a preference for holding future say-on-pay votes every one year.

Rhea-AI Summary

SANUWAVE Health, Inc. (SNWV) filed an Form 8-K dated 8-Aug-2025 under Item 2.02 to furnish—not file—a press release announcing its financial results for the quarter ended 30-Jun-2025. The detailed numbers are contained in Exhibit 99.1, which is not reproduced in the body of this report. Management will host a business-update conference call on 8-Aug-2025 at 8:30 a.m. EST; supporting materials are available on the investor section of the company’s website. The filing also lists Exhibit 104, which embeds the cover-page XBRL tags, and confirms that the information is excluded from Section 18 liability and is not incorporated by reference into other Securities Act filings.

Rhea-AI Summary

Sanuwave Health (Nasdaq: SNWV) filed an 8-K announcing its 2025 Annual Meeting will be held on August 19, 2025. Stockholders of record at the close of business on July 8, 2025 may vote.

Because no annual meeting occurred in 2024, the company set an accelerated deadline of July 7, 2025 for (1) Rule 14a-8 stockholder proposals, (2) advance-notice director nominations or other business under the bylaws, and (3) universal-proxy notices required by Rule 14a-19. All written submissions must be delivered to the corporate secretary at the Eden Prairie, Minnesota headquarters.