snwv-20250819
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | August 19, 2025 | ||||
| SANUWAVE Health, Inc. | ||
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-42552 | 20-1176000 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 9600 W. 76th Street, Suite 118, | 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 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
Explanatory Note
On August 20, 2025, Sanuwave Health, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) disclosing the voting results at the Company’s 2025 annual meeting of stockholders held on August 19, 2025 (the “Annual Meeting”). The sole purpose of this amendment (this “Amendment”) to the Form 8-K is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to how frequently the Company will conduct future stockholder advisory votes on the compensation paid to the Company’s named executive officers. No changes are being made to the Form 8-K, other than to add the disclosure set forth in this Amendment.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on, among other matters, an advisory vote regarding the frequency of future votes on the compensation paid to the Company’s named executive officers. The frequency of every one year received the highest number of votes cast by stockholders, consistent with the recommendation of the Company’s Board of Directors. On January 7, 2026, the Company’s Board of Directors determined that the Company will hold a stockholder advisory vote on the compensation paid to the Company’s named executive officers every one year, until the next stockholder advisory vote on the frequency of future votes on the compensation paid to the Company’s named executive officers, which will occur no later than the Company’s 2031 annual meeting of stockholders.
1
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: January 15, 2026 | By: | /s/ Morgan Frank | ||||||
| Name: | Morgan Frank | |||||||
| Title: | Chief Executive Officer | |||||||
2