8-K - SNWV - Equibles

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) | July 14, 2025 | | --- | --- || SANUWAVE Health, Inc. | | --- | | (Exact name of registrant as specified in its charter) || Nevada | 000-52985 | 20-1176000 | | --- | --- | --- | | (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) || 11495 Valley View Road, | 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<br><br>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

Item 2.02 Results of Operations and Financial Condition.

On July 14, 2025, Sanuwave Health, Inc., a Nevada corporation (the “Company”), issued a press release announcing certain preliminary financial results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit<br><br>No.	Description
99.1	Press Release dated July 14, 2025
104	Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

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: July 14, 2025	By:	/s/ Peter Sorensen
	Name:	Peter Sorensen
	Title:	Chief Financial Officer

Document

Exhibit 99.1

SANUWAVE Health Announces Preliminary Revenue Results for the Second Quarter 2025 (Ended June 30, 2025)

Sanuwave is pleased to announce preliminary revenues of $10.1 million to $10.2 million for the second quarter ended June 30, 2025. This represents the highest Q2 quarterly revenues in Company history.

Q2 2025 revenue increased between 41% and 42% compared to Q2 2024.

First half of 2025 revenue increased 50-51% vs first half of 2024.

EDEN PRAIRIE, MN, July 14, 2025 (GLOBE NEWSWIRE) SANUWAVE Health, Inc. (the "Company" or "Sanuwave”) (NASDAQ: SNWV), a leading provider of next-generation FDA-approved wound care products, today announced that revenues for the second quarter of 2025 are expected to be in the range of $10.1 to $10.2 million, an increase of 41% to 42% over Q2 2024. This number is within the range of guidance given in the Company’s Q1 2025 earnings release issued on May 9, 2025.

“We’re pleased to once more be on guidance and on track for Q2 and for the first half of 2025,” said CEO Morgan Frank. “As we mentioned last quarter, the first half of 2025 has been a transition period for the company as we have added a new head of sales and now a new head of commercial operations. Q2 was really the “max transition” period as we have been staffing up rapidly and will, in July, reach 13 sales people and for the first time in my tenure as CEO have all of our national sales territories covered. We have also added a key national accounts manager to be our dedicated “elephant hunter” in order to better pursue some of the larger opportunities in our market. This has been a period of taking the plane apart and putting it back together all while flying it quite fast, and the team has come through in phenomenal fashion. We’re all very excited about what we’re building here, our pipeline, and the prospects for the year and years ahead. The Company plans to release its full Q2 results on or around August 8th, 2025, and we look forward to speaking with you then to give you a more complete update on our quarterly performance and our future plans and guidance.”

The preliminary revenue results described herein are based on management’s initial analysis of the second quarter ended June 30, 2025, and may be subject to adjustments based on the Company’s completion of its quarter-end financial close process.

About SANUWAVE

SANUWAVE Health is focused on the research, development, and commercialization of its patented, non-invasive and biological response-activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures.

SANUWAVE’s end-to-end wound care portfolio of regenerative medicine products and product candidates help restore the body’s normal healing processes. SANUWAVE applies and researches its patented energy transfer technologies in wound healing, orthopedic/spine, aesthetic/cosmetic, and cardiac/endovascular conditions.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future financial results, production expectations, plans for future business development activities and expectations regarding the impact of changes in tariff rates. Forward-looking statements include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are risks associated with regulatory oversight, the Company’s ability to manage its capital resources, competition and the other factors discussed in detail in the Company’s periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement.

Contact: investors@sanuwave.com