SANUWAVE Health, Inc NT 10-K, filed Mar 31, 2022
SANUWAVE Health, Inc. (SNWV)
NT 10-K
2022-03-31
For: 2021-12-31
View Original
Added on
October 19, 2026
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 000-52985
(Check One):
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☒ Form 10-K
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☐ Form 20-F
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☐ Form 11-K
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☐ Form 10-Q
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☐ Form 10-D
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☐ Form N-CEN
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☐ Form N-CSR
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For Period Ended: December 31, 2021
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☐
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Transition Report on Form 10-K
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☐
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Transition Report on Form 20-F
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☐
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Transition Report on Form 11-K
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☐
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Transition Report on Form 10-Q
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For the Transition Period Ended: N/A
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
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Full Name of Registrant:
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SANUWAVE HEALTH, INC.
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Former Name if Applicable:
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N/A
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Address of Principal Executive Office (Street and Number):
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3360 Martin Farm Road, Suite 100
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City, State and Zip Code:
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Suwanee, Georgia 30024
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
Sanuwave Health, Inc. (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) within the prescribed time period for the reasons set forth below.
The Company is unable to file its Annual Report for the year ended December 31, 2021 within the prescribed time period without unreasonable effort or expense because the Registrant’s independent registered public
accounting firm is in the process of completing the audit of the financial statements for the period ended December 31, 2021 and will need additional time to complete its audit of such financial statements.
The Company currently expects to file the Annual Report within the fifteen calendar-day period permitted pursuant to Rule 12b-25, but can provide no assurance that it will be able to file by such time.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
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Lisa Sundstrom
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(770)
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419-7525
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Name
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(Area Code)
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(Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof? ☒ Yes ☐ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Registrant expects to report revenue for the year ended December 31, 2021 of approximately $13.0 million compared to $4.0 million for the year ended December 31, 2020. The change is
primarily due to the acquisition of the UltraMIST assets of Celularity Inc. on August 6, 2020. The Registrant is not able to provide a further estimate of results at this time as the Registrant has not yet completed the reporting process and
review relating to the Registrant’s financial statements.
The financial result presented above for the year ended December 30, 2021 reflects a preliminary estimate of the Registrant’s revenue and anticipated change for the corresponding prior period as
of the date of the filing of the Form 12b-25. This estimate is subject to change upon the completion of the reporting process and review of the Registrant’s financial statements, and actual results may vary significantly from this estimate.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements, which are based on the Registrant’s current expectations, estimates, and projections about the Registrant’s and its subsidiaries’ businesses and
prospects, as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are
intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Registrant undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These
statements include, but are not limited to, statements about the anticipated timing of the filing of the Registrant’s Form 10-K for the year ended December 31, 2021, and the Registrant’s anticipated financial results for such period. Such
statements are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various
factors. Important factors that may cause such differences include, but are not limited to, those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the Registrant’s most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission (“SEC”), and similar disclosures in subsequent reports filed with the SEC.
SANUWAVE HEALTH, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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By:
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/s/ Lisa E. Sundstrom
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Lisa E. Sundstrom, Chief Financial Officer
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March 31, 2022
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