SANUWAVE Health, Inc 8-K, filed Jun 10, 2020
SANUWAVE Health, Inc. (SNWV)
8-K
2020-06-10
For: 2020-06-07
View Original
Added on
April 10, 2026
About this 8-K
SANUWAVE Health, Inc filed this 8-K on June 10, 2020, reporting on events of June 7, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 7,
2020
SANUWAVE Health, Inc.
(Exact Name of Registrant as Specified in
Charter)
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Nevada
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000-52985
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20-1176000
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(Address of Principal Executive Offices, and Zip Code)
(770) 419-7525
Registrant’s Telephone Number, Including Area
Code
(Former Name or Former Address, if Changed Since Last
Report)
Check
the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
[_] 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 classTrading Symbol(s)Name of each exchange on which
registeredCommon Stock, par value $0.001SNWVOTCQBIndicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).Emerging growth
company ☐
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. ☐
Item
1.01
Entry
into a Definitive Material Agreement.
On June
7, 2020, Sanuwave Health, Inc. (the “Company”) entered
into an agreement with Celularity Inc. (“Celularity”)
pursuant to which the Company paid Celularity $1,110,000 for an
exclusive and irrevocable option to purchase Celularity’s
UltraMIST assets and partnership rights for its wound care biologic
products. The payment for the option is non-refundable, but upon
the consummation of the acquisition of such assets and rights on
substantially the terms set forth in the non-binding letter of
intent previously executed by the parties, such option payment
shall be deducted from the purchase price. The option automatically
expires on July 14, 2020.
Item
7.01
Regulation
FD.
The
Company issued a press release regarding the option agreement
entered into with Celularity. A copy of the press release is
furnished as Exhibit 99.1 hereto.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
Press
Release issued by the Company on June 10, 2020
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.
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SANUWAVE
HEALTH, INC.
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Dated: June 10,
2020
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By:
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/s/ Lisa E.
Sundstrom
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Name: Lisa E.
Sundstrom
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Title:
Chief
Financial Officer
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Exhibit
99.1
SANUWAVE HEALTH ENTERS INTO EXCLUSIVE LETTER OF INTENT TO ACQUIRE
CELULARITY’S ULTRAMIST® AND EXCLUSIVE PARTNERSHIP RIGHTS
FOR WOUND CARE BIOLOGIC PRODUCTS
Contemplated Transaction Would Create a Leading Provider of
Advanced Wound Care Solutions that Improve Clinical Outcomes Across
the Continuum of Care
SUWANEE, GA, June 10, 2020 - SANUWAVE Health,
Inc. (OTCQB: SNWV) today announced that it has entered into an
exclusive, non-binding letter of intent to acquire
Celularity’s UltraMIST® Ultrasound Healing Therapy asset
as well as exclusive partnership rights for Celularity’s
wound care biologic products. Celularity is a privately held,
clinical-stage cell therapeutics company delivering transformative
allogeneic cellular therapies, engineered from the postpartum human
placenta, in cancer, infectious disease, and degenerative disease.
SANUWAVE will conduct an investor teleconference at 9:00 a.m. EDT
today to discuss how the contemplated acquisition is expected to
broaden its wound care portfolio and enhance its financial
profile.
“UltraMIST® and the
Celularity wound care biologic products, Biovance® and
Interyl®, are excellent complements to our dermaPACE®
System,” said Kevin Richardson, SANUWAVE Chief Executive
Officer. “The contemplated acquisition would bolster our
advance wound care portfolio and support our growth strategy to
offer comprehensive advanced wound care solutions to improve
clinical outcomes across the care pathway. The UltraMIST®
device is already established in over 900 wound care clinics and
SANUWAVE will leverage their sales team to accelerate the
penetration of dermaPACE® into those
facilities.”
“We are excited about the prospect to bring
Celularity’s wound care technologies and 25 dedicated wound
care professionals to our team,” Mr. Richardson continued.
“Together, we will apply shockwave and ultrasound science to
bring differentiated offerings to key wound care solutions
worldwide.”
The transaction is expected to close in July 2020. The funding for
the acquisition will consist of a mix of funded term debt and
equity. Existing SANUWAVE shareholders, directors and officers have
committed over $5 million at $0.25 per share to assist in
completing the transaction.
SANUWAVE has engaged William Blair for investment banking services
to arrange, negotiate and assist in the placement of debt capital
for the proposed acquisition. William Blair is in advanced
discussions with lenders for the debt capital.
The contemplated acquisition is expected to be a transformative
event for SANUWAVE and to represent a strategically and financially
compelling growth opportunity for the Company. The contemplated
transaction would broaden SANUWAVE’s addressable market and
combines two highly complementary energy transfer technologies with
two biologic skin substitute products to create a platform of scale
with an end-to-end product offering in the advanced wound care
market. Furthermore, it would uniquely position SANUWAVE to address
the entire advanced wound care patient pathway from the initial
stages of treatment to closure. The treatment combination of
UltraMIST® and the dermaPACE® System would create a
significant opportunity to demonstrate improved patient outcomes
over the current standard of care, initially for diabetic foot
ulcers and across all wound indications in the future.
SANUWAVE
will conduct an investor teleconference at 9:00 a.m. EDT today.
Investors can access this conference via the
following:
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Live webcast at
https://www.webcaster4.com/Webcast/Page/2249/35268
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Live
telephone:
Call
844-602-0380 within the U.S. or +1 862-298-0970 outside the U.S.
Please join the call at least 10 minutes before the start
time.
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Webcast
replay:
Go to
https://www.webcaster4.com/Webcast/Page/2249/35268
.. The webcast replay will be available until Thursday,
September 10, 2020.
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Telephone
replay:
Call
877-481-4010 within the U.S. or +1 919-882-2331 (for both U.S. and
outside U.S., the access code is 35268). The telephone replay will
be available until Wednesday, June 17, 2020.
About SANUWAVE Health, Inc.
SANUWAVE Health, Inc. (OTCQB:SNWV) (www.SANUWAVE.com)
is a shockwave technology company initially focused on the
development and commercialization of patented noninvasive,
biological response activating devices for the repair and
regeneration of skin, musculoskeletal tissue and vascular
structures. SANUWAVE’s portfolio of regenerative medicine
products and product candidates activate biologic signaling and
angiogenic responses, producing new vascularization and
microcirculatory improvement, which helps restore the body’s
normal healing processes and regeneration. SANUWAVE applies its
patented PACE®
technology in wound healing,
orthopedic/spine, plastic/cosmetic and cardiac conditions. Its lead
product candidate for the global wound care market,
dermaPACE®,
is US FDA cleared for the treatment of Diabetic Foot Ulcers.
The device is also CE Marked throughout Europe and has device
license approval for the treatment of the skin and subcutaneous
soft tissue in Canada, South Korea, Australia and New Zealand.
SANUWAVE researches, designs, manufactures, markets and services
its products worldwide, and believes it has demonstrated that its
technology is safe and effective in stimulating healing in chronic
conditions of the foot (plantar fasciitis) and the elbow (lateral
epicondylitis) through its U.S. Class III PMA approved
OssaTron® device,
as well as stimulating bone and chronic tendonitis regeneration in
the musculoskeletal environment through the utilization of its
OssaTron, Evotron® and
orthoPACE® devices
in Europe, Asia and Asia/Pacific. In addition, there are
license/partnership opportunities for SANUWAVE’s shockwave
technology for non-medical uses, including energy, water, food and
industrial markets.
About Celularity Inc.
Celularity, headquartered in Warren, N.J., is a clinical-stage cell
therapeutics company delivering transformative allogeneic cellular
therapies derived from the postpartum human placenta. Using
proprietary technology in combination with its IMPACT™
platform, Celularity is the only company harnessing the purity and
versatility of placental-derived cells to develop and manufacture
innovative, highly scalable off-the-shelf treatments for patients
with cancer, infectious diseases, and degenerative diseases. To
learn more, please visit www.celularity.com.
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
financial results and plans for future business development
activities and are thus prospective. 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 the regulatory approval and marketing of the
Company’s product candidates and products, unproven
pre-clinical and clinical development activities, regulatory
oversight, the Company’s ability to manage its capital
resource issues, 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.
For additional information about the Company, visit
www.sanuwave.com.
Contact:
Millennium
Park Capital LLC
Christopher
Wynne
312-724-7845
cwynne@mparkcm.com
SANUWAVE
Health, Inc.
Kevin
Richardson II
CEO and
Chairman of the Board
978-922-2447
investorrelations@sanuwave.com