SANUWAVE Health, Inc 8-K, filed Aug 19, 2022
SANUWAVE Health, Inc. (SNWV)
8-K
2022-08-19
For: 2022-08-16
View Original
Added on
April 10, 2026
About this 8-K
SANUWAVE Health, Inc filed this 8-K on August 19, 2022, reporting on events of August 16, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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registered
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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 ☐
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
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| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 16, 2022, SANUWAVE Health, Inc. (the “Company”)
appointed Dr. Toni Rinow, age 58, Chief Financial Officer and designated her the principal financial officer of the Company. Dr. Rinow previously entered into an offer letter (the “Agreement”) with the Company on April 7, 2022, and upon her appointment as Chief Financial Officer, she began receiving the compensation described therein.
From April 2020 through December 2021, Dr. Rinow served as CFO and COO of Neptune Wellness Solutions, Inc., a modern consumer packaged goods company;
from 2018 through 2019, she served as the Global General Manager of Jubilant Pharma Limited, a global integrated pharmaceutical company; and from 2016 to 2018, she served as CFO and COO of Isologic Innovative Radiopharmaceuticals, a
radiophamaceutical company.
Dr. Rinow holds an MBA and a Masters in Accounting from McGill University in Montreal, Quebec, as well as a chemical engineering degree from ERASMUS
European Higher Institute of Chemistry in Strasbourg, France, and a Ph.D. in Biophysics and Chemistry from the University of Montreal.
Dr. Rinow has no family relationships with any executive officer or director of the Company.
Pursuant to the Agreement, Dr. Rinow agreed to serve as the Chief Financial Officer of the Company. Dr. Rinow is entitled to an annual base salary of
$335,000 and is eligible to earn an annual cash bonus award of up to fifty percent of her annual salary, one-half of which will be determined based upon the achievement of Company goals and the remaining one-half of which will be determined based
upon her achievement of personal performance goals.
The Agreement also provides for a grant of options to purchase up to 6,000,000 shares of the Company’s common stock pursuant to the Amended and
Restated 2006 Stock Incentive Plan, subject to approval by the Company’s board of directors. Under the Agreement, one-third of the option grant was to vest upon the signing of the offer letter, one-third will vest on December 31, 2022 and one-third
will vest on December 31, 2023. At this time, the option grant has not occurred. Dr. Rinow also will be eligible to receive future stock option awards as approved annually by the Company’s board of directors. The Agreement requires Dr. Rinow to
execute a separate non-competition and confidentiality agreement.
In the event of an involuntary separation of employment from the Company, Dr. Rinow will be entitled to a severance payment equivalent to one year’s
base salary upon the execution of a severance agreement and general release.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
On August 16, 2022, in connection with Dr. Rinow’s appointment as Chief Financial Officer of the Company, Lisa E. Sundstrom transitioned out of the
Chief Financial Officer role and was appointed Chief Talent Officer of the Company.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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Offer Letter, dated April 7, 2022, by and between the Company and Dr. Toni Rinow
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104
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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.
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SANUWAVE HEALTH, INC.
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Date: August 19, 2022
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By:
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/s/ Kevin A. Richardson
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Kevin A. Richardson
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Chief Executive Officer
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Exhibit 10.1
April 4, 2022
Ms. Toni Rinow
Dear Toni,
SANUWAVE, Inc. (“Company”) is pleased to offer you the position of Chief Financial Officer reporting to Kevin Richardson. Your anticipated start date will be as soon as
documentation has been completed related to Canadian NAFTA rules. This offer is based on discussions with the Company’s Board of Director’s and Kevin Richardson and is subject to the terms of employment as outlined below. We are confident that your
acceptance marks the beginning of a challenging and mutually beneficial relationship.
This written offer will expire on April 15, 2022, at midnight eastern standard time if not accepted by you before that time. Acceptance of this offer includes 1) signing
and returning this letter as outlined below as well as 2) completing the enclosed Non-Compete and Confidentiality Agreement, Insider Trading and Code of Business Conduct/Ethics and
3) completing the online application including permission to complete a background check.
BASE COMPENSATION Your semimonthly, exempt
compensation will be $13,958.33 per pay period ($335,000.00 annually) less payroll deductions and all required withholdings. You will be paid on the 15th and last day of the month.
BONUS COMPENSATION You will be eligible to earn an
annual bonus award of up to fifty percent (50%) of your annual salary; 50% will be based on the achievement of Company goals established by the Board of Directors and the remaining 50% will be based on the achievement of certain personal performance
goals established by the Company.
EQUITY You will be granted options to purchase up
to six million (6,000,000) shares of Common Stock in accordance with the Amended and Restated 2006 Stock Incentive Plan subject to the Board of Directors approval. The option agreement will be issued at first date of employment and will vest
one-third upon signing of offer letter, one-third on December 31, 2022, and one-third on December 31, 2023. You will be eligible to receive future stock option grants as approved annually by the Board of Directors.
BENEFITS As a full-time employee, you will be
eligible to participate in a comprehensive benefits package which includes medical, dental, vision, life insurance, short-term and long-term disability benefits, as well as an opportunity to participate in the Company 401(k) plan. You are eligible to
participate in these benefits the first day of the month after the month you are hired (unless your hire date is the first day of the month, whereby your benefits will begin during
day 1 of employment). Additionally, you will accrue 15 days per calendar year for vacation, 5 sick days per year as well as 11 paid holidays in accordance with Company policy. Company sponsored benefits and eligibility requirements are
provided in the employee handbook to be provided. All Company benefits are subject to change at the Company’s discretion.
Once you begin employment with SANUWAVE, you will be given access to the Paychex Flex self-service portal. Please visit this site immediately as you have new hire
activities that will require your urgent attention including but not limited to the completion of your I9 documentation with-in 72 business hours of your start date and enrollment in benefit plans with-in 30 days of your start date.
COMPLIANCE WITH RULES. You will be expected to
abide by all SANUWAVE rules, regulations, and Company Policies. Throughout your employment, you are responsible for advising the CEO or Human Resources of any factors that may affect your ability to work for the Company without interruption.
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RIGHT OF INSPECTION. You acknowledge and agree that
the Company has unlimited access to your equipment and work product when it’s deemed to be necessary and may inspect, with or without notice.
AT-WILL EMPLOYMENT. As an at-will employee, you may
terminate your employment at any time, with or without cause. Likewise, as an at-will employer, the Company may terminate your employment at any time, with or without cause. The Company also retains the right to make all other decisions concerning
your employment (e.g., promotions, demotions, job responsibilities, or any other managerial decisions) with or without cause, in the exercise of its discretion. This at-will employment relationship cannot be changed except in a writing signed by you
and the CEO.
NON-COMPETE AND CONFIDENTIALITY AGREEMENT, INSIDER TRADING AND CODE OF BUSINESS CONDUCT/ETHICS. You are required to sign the enclosed Non-Compete and Confidentiality Agreement, Insider Trading and Code of Business Conduct/Ethics and return it with other items
included in the complete offer package you will receive.
SEVERANCE AGREEMENT AND GENERAL RELEASE In the
event of an involuntary separation from employment from SANUWAVE, the company will offer you a Severance Agreement and General Release with a severance payment that is equivalent to one year’s annual base salary. The frequency of the severance
payment will be determined by SANUWAVE at the time of execution (i.e one lump sum payment or semi-monthly equivalent payments over a 12- month period). The General Release will include current federal, state and local labor law requirements and in
turn you will forgo the right to make any claim of any nature against SANUWAVE.
ENTIRE AGREEMENT; NO MODIFICATIONS. This letter is
the final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment, and they supersede any promises or representations made to you by anyone, whether oral or written.
Please sign, date and EMAIL this letter as acceptance of our offer of employment and in agreement with the terms described in this letter to Lisa Sundstrom, Chief Talent
Officer at Lisa.Sundstrom@sanuwave.com. If not completed, already, via email and shortly after accepting this offer, you will be sent a new hire application and release for Criminal Background Check. This offer and start date is contingent upon the
successful results of the background check. Please complete the application and release with-in 72 hours of receiving it in your email.
Toni, we look forward to your favorable reply and to a productive and enjoyable working relationship. Please contact me if you have any further questions.
Very truly yours,
Lisa E. Sundstrom
Chief Talent Officer
ACCEPTED AND AGREED TO:
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Toni Rinow
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Name Printed
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7 april 2022 | ||||
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Name Signed
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Date Signed
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Start Date
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